SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

MICHIGAN COMMUNITY BANCORP LIMITED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

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

(2) Form, schedule or registration statement no.:

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(3) Filing party:

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

(4) Date filed:

- --------------------------------------------------------------------------------
2

MICHIGAN COMMUNITY BANCORP LIMITED

April 30, 2001

DEAR MICHIGAN COMMUNITY BANCORP SHAREHOLDER:

You are cordially invited to attend our annual meeting of Shareholders. The
date of our annual meeting this year is June 11, 2001. It will be held at our
corporate offices located at 43850 Schoenherr Road, Sterling Heights, Michigan.
We plan to get started at 9:30 a.m. For your convenience, we have included a map
and directions to our offices on the back page of this proxy statement.

The formal notice of the meeting follows on the next page. In addition to
the two items of business, we will also discuss the events of 2000 and answer
any questions you may have about our company. Enclosed with this proxy statement
is your voting card, a postage-paid envelope to return your voting card and our
2000 Annual Report.

Your vote is important. Whether you are able to attend the meeting or not,
please sign, date and return the enclosed voting card in the envelope provided.
If you decide to attend the meeting and would like to vote in person, you may do
so.

I look forward to seeing you at the meeting.

Sincerely,

/s/ DAVID A. McKINNON
--------------------------------
David A. McKinnon
President and Chief Executive Officer
3

MICHIGAN COMMUNITY BANCORP LIMITED

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

NOTICE OF THE 2001
ANNUAL MEETING OF SHAREHOLDERS

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

The Annual Meeting of Shareholders of Michigan Community Bancorp Limited
will be held on Monday, June 11, 2001 at 9:30 a.m. at the corporate offices of
Michigan Community Bancorp Limited, located at 43850 Schoenherr Road, Sterling
Heights, Michigan for the following purposes:

1. to elect four directors;

2. to ratify the appointment of Plante & Moran LLP as our independent
accountants for the 2001 fiscal year; and

3. to transact any other business that may properly come before the
meeting.

Shareholders who owned their shares as of the close of business on April
16, 2000 are entitled to notice of, and to vote at, our Annual Meeting.

Whether or not you plan to attend the meeting, please mark, sign, date and
return the enclosed voting card in the envelope provided.

By Order of the Board of Directors

/s/ KIMBERLY SCHAUER
-----------------------------------
Kimberly Schauer
Secretary

April 30, 2001

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

YOUR VOTE IS IMPORTANT

PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED SELF-ADDRESSED
STAMPED ENVELOPE.
4

TABLE OF CONTENTS

PAGE
----

Information About Michigan Community Bancorp Limited........ 3
Information About the Annual Meeting
Information About Attending the Annual Meeting............ 3
Information About the Proxy Statement..................... 3
Information About Voting.................................. 3
Quorum Requirement........................................ 4
Information About Votes Necessary for Action to be
Taken.................................................. 4
Other Matters............................................. 4
Election of Directors....................................... 4
Appointment of Independent Public Accountants............... 6
Meetings and Committees of the Board
Audit Committee........................................... 6
Compensation Committee.................................... 6
Director Compensation....................................... 7
Director and Executive Officer Ownership of MCB Common
Stock..................................................... 8
Persons Owning More than Five Percent of Outstanding MCB
Common Stock.............................................. 8
Executive Compensation
Report of Compensation Committee.......................... 9
Executive Compensation Table.............................. 10
Options Granted During 2000............................... 11
Transactions with Management................................ 11
Other Information
Shareholder Proposals..................................... 12
Compliance with Section 16(a) of the Securities Exchange
Act of 1934............................................ 12
Performance Graph......................................... 12

2
5

INFORMATION ABOUT
MICHIGAN COMMUNITY BANCORP LIMITED

Michigan Community Bancorp Limited ("MCB") is a bank holding company which
owns and operates Lakeside Community Bank ("Lakeside") and North Oakland
Community Bank ("North Oakland"). Lakeside Community Bank, is a federally
insured commercial bank which provides banking services in Macomb County,
Michigan. North Oakland Community Bank, is a federally insured commercial bank
which provides banking services in Oakland County, Michigan. Combined, MCB,
Lakeside and North Oakland currently employ 28 people. Our headquarters is
located at 43850 Schoenherr Road, Sterling Heights, Michigan 48313. Our
telephone number is (810) 532-8000.

INFORMATION ABOUT THE ANNUAL MEETING

INFORMATION ABOUT ATTENDING THE ANNUAL MEETING

Our Annual Meeting will be held Monday, June 11, 2001 at 9:30 a.m. at our
corporate headquarters which is located at 43850 Schoenherr Road, Sterling
Heights, Michigan. If you would like to attend the Annual Meeting please bring
your admission ticket with you. Your admission ticket is included with this
proxy statement and is attached to the proxy card. Simply detach the proxy card
from your ticket, mark, sign, date and mail your proxy card in the enclosed
envelope and bring your admission ticket to the meeting. If you want to attend
the meeting, but your shares are held in the name of a broker or other nominee,
please send a written request for an admission ticket to the attention of our
Corporate Secretary, Kimberly Schauer, and include in your request an account
statement or letter from the nominee indicating that you were the beneficial
owner of the shares at the close of business on April 16, 2001.

INFORMATION ABOUT THIS PROXY STATEMENT

You are receiving this proxy statement and the enclosed proxy card because
our Board of Directors is soliciting your proxy to vote your shares at the
Annual Meeting. This proxy statement contains the information we are required to
provide to you under the rules of the Securities and Exchange Commission. It is
designed to assist you in voting your shares. On May 11, 2001, we began mailing
these proxy materials to all shareholders of record as of the close of business
on April 16, 2001.

INFORMATION ABOUT VOTING

You can vote on the matters to be presented at the Annual Meeting in two
ways:

- By Proxy -- You can vote by signing, dating and returning the enclosed
proxy card. If you do this, the individuals named on the card (your
"proxies") will vote your shares in the manner you indicate. You may
specify on your proxy card whether your shares should be voted for all,
some or none of the nominees for director and whether your shares should
be voted for or against the ratification of Plante & Moran, LLP as our
independent accountants. If you do not indicate instructions on the proxy
card, your shares will be voted for the election of all the nominees for
director and for the ratification of Plante & Moran as our independent
accountants for the 2001 fiscal year.

- In Person -- You may cast your vote in person when you attend the Annual
Meeting.

You may revoke your proxy at any time before it is exercised at the Annual
Meeting by sending a written notice of revocation to our Corporate Secretary,
Kimberly Schauer, by providing a later dated proxy or by voting in person at the
meeting.

Each share of Michigan Community Bank Limited common stock is entitled to
one vote. As of April 16, 2001, there were 830,717 shares of common stock
outstanding.

3
6

QUORUM REQUIREMENT

To hold a valid meeting, a quorum of shareholders is necessary. If
shareholders entitled to cast at least a majority of all the votes entitled to
be cast at the meeting are present in person or by proxy, a quorum will exist.
Abstentions and broker non-votes are counted as present for establishing a
quorum. A broker non-vote occurs when a broker votes on some matter on the proxy
card but not on others because the broker does not have the authority to vote on
the other matter.

INFORMATION ABOUT VOTES NECESSARY FOR ACTION TO BE TAKEN

Four directors will be elected at the meeting. In the event a quorum
exists, each director must receive a plurality of the votes cast at the meeting.
Other action, such as ratification of the appointment of Plante & Moran as our
independent accountants, requires an affirmative vote of the majority of the
votes cast on the matter. Abstentions and non-votes will have no effect on the
result of the vote on the two items to be presented at the meeting.

OTHER MATTERS

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 two 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
proposal in their discretion.

ELECTION OF DIRECTORS

Our Board of Directors is divided into classes and as a result, the terms
of the directors are staggered. Each class of directors serve a staggered three
year term. This year, the terms of our Class I directors end. Each of the Class
I directors have been nominated to be elected to a new three year term that
would expire in 2004. Each elected director will serve until the end of their
term and the election of a qualified successor. Messrs. McKinnon, Ferlito,
Lentine and Shellenbarger are Class I directors and if elected will serve a new
three year term. Earlier this year, the Board accepted the resignation of Gerald
Tarquinio from the Board. The Board wishes to express its appreciation for Mr.
Tarquinio's dedication to Michigan Community Bancorp.

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, 2000.

David A. McKinnon, 52 (Chairman of the Board/Chief Executive
Officer/President of MCB, President and CEO Lakeside Community Bank). Mr.
McKinnon has been President and Chief Executive Officer of the Company since its
formation in 1998. He has been President and Chief Executive Officer of Lakeside
Community Bank since April 2001. From 1987 until 1998, Mr. McKinnon was an
attorney with the law firm of David A. McKinnon P.C. located in Sterling
Heights, Michigan. From October 1995 until December 1997, Mr. McKinnon served as
Vice Chairman of the Board of Directors of Macomb Community Bank. From 1990
until 1995, Mr. McKinnon served on the Board of Directors and as legal counsel
for First National Bank in Mt. Clemens, located in Mt. Clemens, Michigan. From
1985 until 1991, Mr. McKinnon was legal counsel for the First State Bank of East
Detroit, located in East Detroit, Michigan. Mr. McKinnon holds a J.D. from
Thomas M. Cooley Law School and a B.A. in economics from Wayne State University.
Nominee.

Paul "Bud" E. Baltzer, 52, Since June, 1973, Mr. Baltzer has been President
of Pebco Sales, Inc., Clinton Township, Michigan, a sales, design, warehousing
and manufacturing company supplying rubber products and flexible components for
piping and ducting service primarily to clients in the pollution control and
automotive paint finishing business. Term Expires 2002.

Frank D. Blowers, 53. Mr. Blowers has been the President and Chief
Executive Officer of North Oakland Community Bank since April, 2001. He was
previously the President and Chief Executive Officer of Lakeside
4
7

Community Bank since its inception. Prior to joining Lakeside, 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 2002.

Anthony J. Ferlito, 39. Since 1980, Mr. Ferlito has been President of
Ferlito Construction, Inc. a commercial construction company located in St.
Clair Shores, Michigan. Mr. Ferlito is also a member of the Construction
Association of Michigan, the International Council of Shopping Centers, the
Michigan Home Builders Association and the St. John Hospital Men's Guild.
Nominee.

Phillip T. Hernandez, 52. 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. Term Expires 2003.

Joseph S. Lentine, 42. 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. Nominee.

John W. Melstrom, 60. Since 1968, Mr. Melstrom has been a partner with the
certified public accounting firm of Fenner, Melstrom, Dooling LLP, Auburn Hills,
Michigan. Term Expires 2003.

Robert R. Peleman, 43. Since 1987, Mr. 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 2002.

Russell M. Shelton, 52. 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 2002.

David F. Shellenbarger, 54. Since 1999, Mr. Shellenbarger has served as
President of Macro Computer Products, Inc., a computer products company located
in Rochester Hills, Michigan, providing imaging services to financial
institutions. In addition, since 1999, Mr. Shellenbarger has been President of
Benchmark Investments, L.L.C. a real estate investment company. Nominee.

J. William Sumner, 57. 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. Term
Expires 2003.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE
NOMINEES.

5
8

APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Plante & Moran LLP to serve as the independent public accountants of
Michigan Community Bancorp for its fiscal year ending December 31, 2001. The
Board seeks to have the shareholders ratify the appointment of Plante & Moran.
Plante & Moran has served as the independent public accountants of Michigan
Community Bancorp since its inception in January 1998. During 2000, MCB paid
Plante & Moran approximately $89,000 for audit and audit related fees, the
Company paid approximately $64,000 for other services including fees for tax
consulting, tax return preparation and other non-audit related services.
Representatives of Plante & Moran will be present at the Annual Meeting to
respond to questions and to make a statement if they desire to do so. If the
appointment of Plante & Moran is not ratified by the shareholders, the Board of
Directors may appoint other independent public accountants based upon the
recommendation of the Audit Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PLANTE & MORAN LLP AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2001.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors met 5 times during 2000. The Board of Directors has
also established audit and compensation committees. In addition to the meetings
of the full Board, directors also attended meetings of Board Committees during
2000. The Audit Committee met 3 times during 2000 and the Compensation Committee
met 3 times during 2000.

AUDIT COMMITTEE

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. Melstrom, Shellenbarger, Hernandez and Lentine.

COMPENSATION COMMITTEE

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

6
9

DIRECTOR COMPENSATION

Directors who are not employees or consultants of Michigan Community
Bancorp are not currently paid for serving on the Board of Directors.

Directors are eligible to participate in the 1998 Non-Employee Stock Option
Plan.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of four
independent directors and operates under a written charter adopted by the Board
and attached hereto as Exhibit A The Committee is appointed by the Board to
assist the Board in its oversight function of monitoring, among other things,
the Company's financial reporting process and the independence and performance
of the Company's independent auditors. It is the responsibility of management of
the Company to prepare financial statements in accordance with generally
accepted accounting principles and of the Company's independent auditors to
audit those financial statements.

Throughout the year, the Committee has met and held discussions with
management and the independent auditors. Management represented to the Committee
that the Company's consolidated financial statements were prepared in accordance
with generally accepted accounting principles and the Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Committee discussed with the independent auditors
matters required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees).

In addition, the Committee has discussed with the independent auditors, the
auditor's independence from the Company and its management, including the
matters in the written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Further, the
Committee has considered whether the provision of non-audit services by the
independent auditors is compatible with maintaining the auditor's independence.

Further, the Committee meets with the independent auditors, with and
without management present, to discuss the results of their examinations, the
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

Based on the reviews and discussions referred to above, the Committee
recommended to the Board that the audited financial statements be included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000,
for filing with the Securities and Exchange Commission.

Each member of the Audit Committee is independent as defined under the
listing standards of the Nasdaq National Market.

AUDIT COMMITTEE
John Melstrom, Chairman
Anthony Ferlito
Joseph Lentine
David Shellenbarger

7
10

DIRECTOR AND EXECUTIVE OFFICER OWNERSHIP
OF MCB COMMON STOCK

This table indicates how much common stock the executive officers and
directors beneficially owned as of April 16, 2001. In general, "beneficial
ownership" includes those shares a director or executive officer has the power
to vote, or the power to transfer, and stock options that are exercisable
currently or become exercisable within 60 days. Except as otherwise noted, the
persons named in the table below have sole investment power with respect to all
shares shown as beneficially owned by them.

PERCENT OF
SHARES OF COMMON STOCK OPTIONS EXERCISABLE OUTSTANDING
NAME BENEFICIALLY OWNED WITHIN 60 DAYS SHARES
- ---- ---------------------- ------------------- -----------

David A. McKinnon (1)................... 31,841 6,667 3.8%
Paul E. Baltzer, Jr. (2)................ 18,842 3,644 2.3%
Frank D. Blowers........................ 30,750 4,000 3.7%
Anthony J. Ferlito...................... 3,333 3,644 *
Phillip T. Hernandez (3)................ 7,729 3,644 1.0%
Joseph S. Lentine (4)................... 14,979 3,644 1.8%
John W. Melstrom (5).................... 7,879 3,644 1.8%
Robert P. Peleman (6)................... 36,176 3,644 4.4%
Russell M. Shelton (7).................. 8,444 3,644 1.0%
David F. Shellenbarger (8).............. 30,532 3,644 3.7%
William Sumner (9)...................... 25,873 3,644 3.1%
Directors and Executive Officers as a
group (11 persons).................... 216,378 43,463 27%

- ---------------
* Less than 1% of MCB's outstanding shares of Common Stock

(1) Also holds 9,091 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(2) Also holds 9,091 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(3) Also holds 4,546 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(4) Also holds 4,546 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(5) Also holds 4,546 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(6) Also holds 5,000 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(7) Also holds 4,546 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(8) Also holds 18,182 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

(9) Also holds 9,091 Warrants to purchase 1.5 shares of Common Stock at $11.00
per share. The Warrants expire 36 months from 10/1/99.

PERSONS OWNING MORE THAN FIVE PERCENT
OF OUTSTANDING MCB COMMON STOCK

There are no persons known to us as of February 14, 2001 that hold more
than five percent of our outstanding Common Stock.

8
11

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The MCB compensation committee is comprised of three directors who are not
employees of the company. The Compensation Committee is responsible for the
approval and administration of compensation programs for MCB's executive
officers. MCB's compensation policies for executive officers are intended to:

- provide competitive compensation packages in order to attract and retain
superior executive talent;

- link a significant portion of an executive's overall compensation to
financial results as reflected in the value returned to shareholders; and

- provide long-term equity compensation to align the interests of executive
officers with those of shareholders and reward successful performance.

CASH COMPENSATION

Cash compensation for MCB executive officers is based primarily on an
analysis of competitive executive compensation. The Compensation Committee
relies upon general business compensation surveys and local market conditions to
determine appropriate compensation ranges.

MCB's policy is to pay its executive officers at the competitive averages
for comparable positions. Compensation levels for individual executive officers,
may be greater or less than competitive averages, depending upon a subjective
assessment of individual factors such as the executive's position, skills,
achievements, tenure and other historical factors.

EQUITY COMPENSATION

MCB provides equity compensation to its executive officers principally
through its 1998 Employee Stock Option Plan. Option awards under the 1998
Employee Stock Option Plan are determined based upon the achievement of various
predetermined goals of MCB relating to budgeted financial performance or the
achievement of operating targets and goals. Generally, awards under the 1998
Employee Stock Option Plan vest over a three year period to ensure that the
decisions of the executive officer are made in consideration of the long-term
best interests and continued financial and operational growth and achievement of
MCB.

REPORT ON REPRICING OF STOCK OPTIONS

During the fiscal year 1999 and early 2000 there was a significant decrease
in the market price of the Company's stock, due in part to start-up costs and
the Company's financial loss. As a result of this market decline, all of the
previously issued stock options, which were originally issued with exercise
prices of $15.00, were substantially "underwater". In addition, the committee
recognized that each of the affected executive officers and directors were
substantial owners of the Company's common stock with most, if not all,
purchasing their shares in the IPO at $15.00 per share which ensured that the
interests of the officers and directors were directly aligned with those of the
public shareholders. On April 4, 2000, the Compensation Committee recommended,
and the Board of Directors ratified a proposal that permitted holders of
existing options to surrender their options with an agreement to grant options
to certain executive officers and to all of the members of the Board of
Directors at an exercise price equal to the fair market value of the Common
Stock on the proposed date of grant, November 6, 2001. The proposed grant was
conditioned upon the executive officers and the directors entering into an
agreement no later than April 24, 2000 to cancel the same number of previously
granted options which on the date of cancellation, had an exercise price in
excess of the fair market value of the Company's Common Stock. Each such officer
or director entered into such an agreement and the Board of Directors approved
the re-grant of options on April 24, 2000. The Compensation Committee and the
Board determined that the cancellation and re-grant would provide a continuing
incentive for employees, including executive officers and directors, to provide
service to the Company. In light of the above, the Compensation Committee
believed that the repricing was in the best interest of the Company and its
shareholders.
9
12

CHIEF EXECUTIVE OFFICER'S COMPENSATION

Mr. McKinnon's cash compensation for 2000 was $208,603 based in part, on
his success in growing MCB, Lakeside and North Oakland during 2000 and the
successful achievement of certain growth targets and goals for MCB, Lakeside and
North Oakland during the year of operation.

Compensation Committee
Paul E. Baltzer, Jr.
Robert P. Peleman
Russell Shelton
William Sumner

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2000, the Company had no compensation committee interlocks.

EXECUTIVE COMPENSATION TABLE

The table below shows the compensation paid to David A. McKinnon, Chief
Executive Officer and President, for the period from January 28, 1998
(inception) to December 31, 2000, and the total compensation paid to other
executive officers of the Company or the Banks that had total compensation in
excess of $100,000 during 2000.

LONG-TERM
COMPENSATION AWARDS
---------------------
FISCAL SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS(#) COMPENSATION(3)
--------------------------- ------ ------ ----- ----- --------------------- ---------------

David A. McKinnon............. 2000 $208,603 -- -- -- --
President, Chief Executive 1999 $183,846 $ 3,200 -- -- --
Officer and Chairman 1998 $ 11,538 -- -- 6,667 --
Frank Blowers*................ 2000 $122,999 -- -- -- --
President, Chief Executive 1999 $114,058 $ 1,200 -- 3,500 --
Officer, Lakeside Community
Bank
Dave Celesky.................. 2000 $ 91,998 $10,500 -- -- --
Senior Vice President, 1999 -- -- -- -- --
commercial lending
Roy Klecha(1)................. 2000 $ 97,038 $ 7,000 -- -- --
President, Chief Executive 1999 -- -- -- -- --
Officer North Oakland
Community Bank

- ---------------
(1) Mr. Klecha announced his resignation on April 3, 2001.

* Lakeside Community Bank and North Oakland Community Bank did not commence
operation until January, 1999.

10
13

OPTIONS GRANTED DURING 2000

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
OF STOCK
NUMBER OF % OF TOTAL OPTIONS APPRECIATION FOR
SECURITIES GRANTED TO OPTION TERM
UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION --------------------
NAME OPTIONS GRANTED FISCAL YEAR PRICE(2)(3) DATE 0% 5% 10%
- ---- --------------- ------------------ ----------- ---------- --- -------- ---------

David McKinnon....... 6,667 39% $5.75 11/6/2005 0 $10,350 $ 23,384
Frank Blowers........ 4,000 23% $5.75 11/6/2005 0 $ 6,210 $ 14,030
Dave Celesky......... -- -- -- -- 0 0 0
Roy Klecha........... 1,800 10% $5.75 11/6/2005 0 $ 2,795 $ 6,314

- ---------------
(1) The dollar amounts indicated in these columns are the result of calculations
required by the rules of the Securities and Exchange Commission which assume
specified stock value appreciation. These growth rates are not intended by
MCB to forecast future stock price appreciation of MCB common stock.

(2) The exercise price equals the fair market value of MCB common stock as of
the date the options are granted as quoted on Nasdaq and determined by the
Compensation Committee.

(3) Generally, options are exercisable in four equal annual installments
commencing one year after the date the option was granted. Options granted
to Mr. McKinnon and Mr. Blowers during 2000 were replacement options for
those options voluntarily surrendered on April 4, 2000. The replacement
options retained the vesting schedule of the surrendered options.

OPTION EXERCISES AND 2000 YEAR-END VALUES

No options were exercised by the listed Executive Officers who exercised
options during 2000.

TEN-YEAR OPTION/SAR REPRICINGS

- ---------------------------------------------------------------------------------------------------------------------------
Exercise Length
Market Price Price at Original
Number of of Stock at Time of Option Term
Options Time of Repricing New Remaining at
Repriced or Repricing or Or Exercise Date of
Amended Amendment Amendment Price Repricing or
Name Date (#) ($) ($) ($) Amendment
- ---------------------------------------------------------------------------------------------------------------------------

David McKinnon 11/6/2000 6,667 6.25 15.00 5.75 37 Months
- ---------------------------------------------------------------------------------------------------------------------------
Frank Blowers 11/6/2000 4,000 6.25 15.00 5.75 37 Months
- ---------------------------------------------------------------------------------------------------------------------------

TRANSACTIONS WITH MANAGEMENT

During 2000, in the regular course of business, Lakeside and North Oakland
made various loans to certain members of MCB's Board of Directors. In the
opinion of management, such loans were on terms and conditions that were no more
favorable than the terms and conditions of loans provided to other customers of
Lakeside or North Oakland and did not involve more than the normal risk of
collectibility.

During 2000 the Board of Directors offered a program to reprice the
Company's outstanding stock options to members of the Board of Directors and to
the Company's executive officers. Under the repricing program, holders of
"underwater" options could elect to surrender their options in exchange for
options with the same vesting schedule to be granted six months and one day from
the date of surrender. All officers and directors eligible to participate in the
program elected to participate. As a result of participating in the repricing
program, officers and directors exchanged options with an exercise price of
$15.00 per share for options with

11
14

an exercise price of $5.75 per share. All other terms of the previous options,
including vesting schedules, were the same under the new options.

OTHER INFORMATION

SHAREHOLDER PROPOSALS

Shareholders of MCB that want to present a proposal to be considered at the
2002 annual meeting should send the proposal to Kimberly Schauer, Secretary of
MCB at 43850 Schoenherr Road, Sterling Heights, MI 48313 by registered,
certified or express mail. Proposals must be received prior to December 31,
2001.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the executive
officers, directors and persons who own more than 10% of the Company's stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. The regulations of the Securities and Exchange Commission
require us to identify anyone who filed a required report late during 2000.
Based solely on review of reports furnished to us and written representations
that no other reports were required during 2000, all Section 16(a) filing
requirements were met.

MICHIGAN COMMUNITY BANCORP LIMITED

[PERFORMANCE GRAPH]

- ------------------------------------------------------------------------------------------------------------------------
Period Ending
- ------------------------------------------------------------------------------------------------------------------------
Index 12/04/98 12/31/98 06/30/99 12/31/99 06/30/00 12/31/00
- ------------------------------------------------------------------------------------------------------------------------

Michigan Community Bancorp
Limited 100.00 96.67 68.33 58.33 41.67 37.50
- ------------------------------------------------------------------------------------------------------------------------
S&P 500 100.00 104.55 117.50 126.56 126.02 115.03
- ------------------------------------------------------------------------------------------------------------------------
SNL <$250M Bank Index 100.00 98.84 97.90 86.79 81.64 85.93
- ------------------------------------------------------------------------------------------------------------------------

12
15

Appendix A

MICHIGAN COMMUNITY BANCORP LIMITED
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Charter

A. Purpose

The primary function of the Audit Committee is to aid the Board of
Directors in fulfilling it oversight responsibilities by reviewing:

- the financial reports and other financial information provided by the
Company to any governmental department or agency or to the public;

- the Company's systems of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have
established;

- the Company's auditing, accounting and financial reporting processes
generally.

The Audit Committee's primary duties and responsibilities are to:

- serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system;

- review and appraise the audit efforts of the Company's accountants;

- provide a means of communication among the independent accountants,
financial and senior management and the Board of Directors.

B. Composition

The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board would interfere with the
exercise of independent judgment as a member of the Audit Committee. All Audit
Committee members shall have a working familiarity with basic finance and
accounting practices, and at least one member shall have accounting or related
finance and accounting expertise.

The members of the Audit Committee shall be elected annually by the Board
or until their successors are duly elected and qualified. Members of the Audit
Committee shall designate a Chair by majority vote of the full Committee
membership.

C. Meetings

The Audit Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee shall meet at least
annually with management and the independent accountants in separate sessions to
discuss any matters that the Audit Committee or management believes should be
discussed privately. In addition, the Audit Committee or at least its chair
shall meet with the independent accountants and management quarterly to review
the Company's financial statements.

D. Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

- review and update this Charter periodically, at least annually;

- review the Company's annual financial statements and any reports or other
financial information submitted to any governmental body, or the public,
including any certification, report, opinion, or review rendered by the
independent accountants;

A-1
16

- review with the Company's financial management and the independent
accountants the 10-Q prior to its filing or prior to the release of
earnings (the Chair of the Audit Committee may represent the entire
Committee for purposes of this review);

- recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants. On
an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Company to determine the accountants' independence;

- review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when warranted;

- periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of
the organization's financial statements;

- review the integrity of the Company's internal and external financial
reporting processes;

- consider and approve, if appropriate, major changes to the Company's
auditing and accounting principals and practices as suggested by the
independent accountants, management, or the internal auditing department;

- establish regular and separate systems of reporting to the Audit
Committee by management and the independent accountants regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such judgments;

- after completion of the annual audit, review separately with management
and the independent accountants any significant difficulties encountered
during the course of the audit, including any restrictions on the scope
of work or access to required information;

- review any significant disagreement among management and the independent
accountants in connection with the preparation of the financial
statements.

- review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.

A-2
17

MICHIGAN COMMUNITY BANCORP LIMITED
(LOCATED IN THE LAKESIDE COMMUNITY BANK OFFICE)
43850 SCHOENHERR ROAD
STERLING HEIGHTS, MI 48313

[MAP]
18
MICHIGAN COMMUNITY BANCORP LIMITED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of Michigan Community Bancorp Limited appoints David
A. McKinnon or Kimberly Schauer, or either of them, proxies for the undersigned,
with full power of substitution, to vote the common stock of the Company which
the undersigned would be entitled to vote as of the close of business on April
16, 2001 at the Annual Meeting of Shareholders to be held on Monday, June 11,
2001.

CONTINUED AND TO BE SIGNED ON THE OTHER SIDE

Please mark your
votes as in this
example.

IF NO CONTRARY INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF MANAGEMENT'S FOUR NOMINEES AS DIRECTORS.

1. Election of Directors 2. Ratify appointment of Plante & Moran LLP
Nominees: as independent accountants for fiscal year 2001
David A. McKinnon
Anthony J. Ferlito
Joseph S. Lentine For Against
David F. Shellenbarger

For, except vote withheld from the following nominee(s):

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

THE UNDERSIGNED HEREBY ACKNOWLEDGES
RECEIPT OF THE NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND THE PROXY STATEMENT
FURNISHED THEREWITH.

PLEASE MARK, FILL IN DATE, SIGN AND MAIL
THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.

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

----------------------------------------
SIGNATURES AND DATE

NOTE: PLEASE SIGN NAME EXACTLY AS YOUR
NAME APPEARS ON THE STOCK CERTIFICATE.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN
PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. ALL JOINT
OWNERS MUST SIGN.

ADMISSION TICKET

Michigan Community Bancorp Limited

ANNUAL MEETING OF SHAREHOLDERS

Monday, June 11, 2001 at 9:30 a.m.

43850 Schoenherr Road
Sterling Heights, MI 48313

This ticket admits the named Shareholder(s) and one guest. Photocopies will
not be accepted. You may be asked for identification at the time of admission.