Registration No. 33-__________



                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                              FORM S-8
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 FIRST OF AMERICA BANK CORPORATION
       (Exact Name of Registrant as Specified in Its Charter)

         MICHIGAN                         38-1971791             
  (State of Incorporation)      (IRS Employer Identification No.)

                       211 South Rose Street
                     Kalamazoo, Michigan  49007
              (Address of Principal Executive Offices)

                 FIRST OF AMERICA BANK CORPORATION
                  DIRECTOR STOCK COMPENSATION PLAN
                      (Full Title of the Plan)

            Richard V. Washburn                   Copy to:
           Senior Vice President            David E. Riggs, Esq.
     First of America Bank Corporation        Howard & Howard
           211 South Rose Street              Attorneys, P.C.
        Kalamazoo, Michigan  49007               Suite 400
              (616) 376-9000               107 West Michigan Ave.
    (Name, Address and Telephone Number     Kalamazoo, Michigan 
           of Agent for Service)                   49007



<TABLE>

<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
        Title of                                         Maximum                 Maximum                Amount of
    Securities to be          Amount to be           Offering Price             Aggregate             Registration
       Registered              Registered               per Share            Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------
 <S>                     <C>                     <C>                     <C>                     <C>

 Common Stock,           100,000                 $ 59.75    (3)          $ 5,975,000      (3)    $  1,811        (3)
 $10 par value (1)       shares  (2)
------------------------------------------------------------------------------------------------------------------------
</TABLE>

  1    Also  includes  an  equal number  of  Rights  to  purchase
       shares  of  Registrant's  Series A   Junior  Participating<PAGE>
       Preferred Stock, which  Rights are not (a) separable  from
       the shares of  Common Stock or (b) presently  exercisable.
  
  2    Plus  (in  accordance  with  Rule  416)  an  indeterminate
       number  of additional  shares as  may  be issuable  in the
       event of an adjustment as  a result of an increase  in the
       number of issued shares of Common Stock  of the Registrant
       resulting from a  subdivision of such shares, the  payment
       of stock  dividends or  certain other capital  adjustments
       as  provided   in  the  above-referenced  Director   Stock
       Compensation Plan. 

  3    Estimated in accordance  with Rules 457(h) and (c)  solely
       for  the  purpose   of  calculating  the  amount  of   the
       registration fee, based  on the  $59.75 average  of
       the  high and  low prices  reported  for the  Registrant's
       Common  Stock on the New York  Stock Exchange on April 14,
       1997.<PAGE>
  

  Part II.  Information Required in the Registration Statement

  Item 3.  Incorporation of Documents by Reference

       The  following  documents filed  with  the Securities  and
  Exchange Commission (the  "Commission") by the Registrant (File
  No.  1-10534) pursuant to the Securities  Exchange Act of 1934,
  as  amended (the  "Exchange  Act"),  are incorporated  in  this
  Registration Statement by reference:

       (1)  the Registrant's Annual Report  on Form 10-K for  the
  year ended December 31, 1996; 

       (2)  the Registrant's  Current Reports  on Form  8-K dated
  January 15, 1997 and January 30, 1997;

       (3)  the   information   contained  in   the  Registrant's
  definitive Proxy  Statement dated  March 13,  1996 relating  to
  its  1997 annual  meeting of  shareholders  under the  headings
  "Certain Federal  Income Tax Consequences"  within the  section
  titled "(3) Approval of Director Stock Compensation Plan"; and

       (4)  the  description of  the Registrant's  Common  Stock,
  $10.00 par value,  and Series A Junior Participating  Preferred
  Stock Purchase Rights  which are contained in the  Registrant's
  Registration  Statements on  Form 8-A dated  April 30, 1990 and
  July 18, 1990,  respectively  filed  under  the  Exchange  Act,
  including any amendments or  reports filed  for the purpose  of
  updating such descriptions.  

       All  documents  filed   by  the  Registrant  pursuant   to
  Sections 13(a), 13(c), 14  or 15(d)  of the Exchange  Act after
  the  date of  this  Registration  Statement  and prior  to  the
  filing of a  post-effective amendment which indicates that  all
  securities  offered have  been sold  or  which deregisters  all
  securities  then  remaining  unsold  shall  be   deemed  to  be
  incorporated by reference  in this  Registration Statement  and
  to be a part hereof from the date of filing of such documents.

  Item 4.  Description of Securities

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel

       Not applicable. 

  Item 6.  Indemnification of Directors and Officers

       Sections  561  through   571  of  the  Michigan   Business
  Corporation  Act (the  "Act"), Article  X  of the  Registrant's
  Restated Articles of  Incorporation ("Articles") and Article  V
  of the  Registrant's Bylaws  relate to  indemnification of  the
  Registrant's  directors  and  officers,  among  others,   in  a<PAGE>
  variety  of  circumstances  against   liabilities  arising   in
  connection  with  the   performance  of  their  duties.     The
  Registrant's    Articles    and   Bylaws    generally    permit
  indemnification to the same extent provided by the Act.  

       The  Act  provides for  indemnification  of  directors and
  officers acting in good faith  and in a manner  they reasonably
  believe to  be in or  not opposed to the  best interest of  the
  Registrant  (and,  if  a  criminal  proceeding,   who  have  no
  reasonable  cause to  believe  their  conduct to  be  unlawful)
  against  (i) expenses (including  attorney's fees)  and amounts
  paid   in  settlement  actually   and  reasonably  incurred  in
  connection  with any threatened, pending,  or completed action,
  suit  or proceeding (other than  an action by, or  in the right
  of  the  Registrant)   arising  out  of  a  position  with  the
  Registrant  (or with  some  other  entity at  the  Registrant's
  request)  and (ii)  expenses  (including attorney's  fees)  and
  amounts paid in settlement actually and  reasonably incurred in
  connection  with threatened,  pending, or  completed actions or
  suits  by  or  in  the  right  of  the  Registrant,  unless the
  director or  officer is found liable  to the  Registrant and an
  appropriate  court  does  not  determine  that  he  or  she  is
  nevertheless fairly and reasonably entitled to  indemnity.  The
  Act requires indemnification  for expenses to the extent that a
  director  or officer  is successful  in  defending against  any
  such  action, suit  or proceeding,  and  otherwise requires  in
  general  that the indemnification provided  for in (i) and (ii)
  above be made  only on a determination by  a majority vote of a
  quorum of the  Board of Directors  who were  not parties to  or
  threatened  to  be  made  parties  to  the   action,  suit,  or
  proceeding, by a majority vote of a committee  of not less than
  two disinterested directors, by  independent legal counsel,  by
  all  independent directors not parties  to or  threatened to be
  made  parties to  the  action, suit  or  proceeding, or  by the
  shareholders, that  the  applicable standards  of conduct  were
  met.    In  certain  circumstances,  the  Act  further  permits
  advances to  cover such expenses  before a final  determination
  that  indemnification  is  permissible,  upon   receipt  of  an
  undertaking,  which need not be secured, by or on behalf of the
  directors  or officers  to repay  such amounts unless  it shall
  ultimately  be   determined   that   they   are   entitled   to
  indemnification. 

       Indemnification under  the Act is  not exclusive of  other
  rights to  indemnification to  which a  person may be  entitled
  under the Articles, the Bylaws or a contractual agreement.

       The Act  permits the Registrant  to purchase insurance  on
  behalf  of  its  directors  and  officers  against  liabilities
  arising  out of their positions with the Registrant, whether or
  not   such   liabilities   would   be   within  the   foregoing
  indemnification provisions.   Pursuant  to this authority,  the
  Registrant maintains such insurance on behalf  of its directors
  and officers. <PAGE>
  
  Item 7.  Exemption from Registration Claimed

       Not applicable.

  Item 8.  Exhibits

       The  following  Exhibits  are  filed  or  incorporated  by
  reference as part of this Registration Statement:

  4.   (a)  Restated  Articles  of   Incorporation  of  First  of
            America  Bank Corporation  (incorporated by reference
            to  Exhibit (3) to  the Registrant's Quarterly Report
            Form 10-Q (File  No. 1-10534) for  the quarter  ended
            September 30, 1992).  

       (b)  Bylaws   of  First   of   America   Bank  Corporation
            (incorporated  by reference  to  Exhibit (3)  to  the
            Registrant's Quarterly  Report on Form 10-Q (File No.
            1-10534) for the quarter ended March 31, 1996).  

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

  5.   Opinion and Consent of Howard & Howard Attorneys, P.C.

  15.  Not applicable.

  23.  (a)  Consent of KPMG Peat Marwick LLP.

       (b)  Consent   of   Howard &   Howard   Attorneys,    P.C.
            (incorporated  by  reference  to  Exhibit 5  to  this
            Registration Statement).

  24.  Not applicable.

  99.  First   of  America   Bank   Corporation   Director  Stock
       Compensation Plan, as amended, February 19, 1997.

  Item 9.  Undertakings

       (a)  The undersigned Registrant hereby undertakes:

            (1)  to file,  during any period  in which offers  or
                 sales   are   being   made,   a   post-effective
                 amendment to this Registration Statement:

                 (i)  to  include  any  prospectus  required   by
                      Section 10(a)(3)  of the  Securities Act of
                      1933; <PAGE>
                 
                 (ii) to reflect in  the prospectus any facts  or
                      events arising after the effective  date of
                      the  Registration  Statement (or  the  most
                      recent  post-effective  amendment  thereof)
                      which,  individually  or in  the aggregate,
                      represent  a  fundamental  change  in   the
                      information  set forth  in the Registration
                      Statement; 

                (iii) to  include  any material  information with
                      respect  to the  plan of  distribution  not
                      previously  disclosed in  the  registration
                      statement or  any material  change to  such
                      information in the  Registration Statement;


            provided,  however,  that  paragraphs  (a)(1)(i)  and
            (a)(1)(ii) do not apply  if the information  required
            to  be  included  in a  post-effective  amendment  by
            those  paragraphs is  contained in  periodic  reports
            filed by  the registrant  pursuant to  Section 13  or
            Section   15(d)  of   the  Exchange   Act  that   are
            incorporated   by  reference   in  this  Registration
            Statement. 

            (2)  that,  for   the  purpose  of  determining   any
                 liability  under  the  Securities  Act of  1933,
                 each  such  post-effective  amendment  shall  be
                 deemed  to  be  a  new   registration  statement
                 relating  to the securities offered therein, and
                 the  offering of  such securities  at that  time
                 shall  be deemed  to  be  the initial  bona fide
                 offering thereof;

            (3)  to  remove  from  registration  by  means  of  a
                 post-effective  amendment any  of the securities
                 being registered  which  remain  unsold  at  the
                 termination of the offering.

       (b)  The  undersigned  Registrant hereby  undertakes that,
            for  purposes of determining any  liability under the
            Securities Act  of 1933 (the  "Securities Act"), each
            filing of the Registrant's annual  report pursuant to
            Section 13(a) or  15(d)  of  the Exchange  Act  (and,
            where applicable, each filing of  an employee benefit
            plan's  annual report  pursuant  to  Section 15(d) of
            the  Exchange Act) that  is incorporated by reference
            in this Registration Statement shall be  deemed to be
            a  new   registration  statement   relating  to   the
            securities offered therein, and the  offering of such
            securities at that  time shall  be deemed  to be  the
            initial bona fide offering thereof.  <PAGE>
       
       (h)  Insofar  as  indemnification for  liabilities arising
            under  the  Securities   Act  may  be   permitted  to
            directors, directors  and controlling  persons of the
            Registrant pursuant to the  foregoing provisions,  or
            otherwise,  the Registrant  has been  advised that in
            the opinion  of the  Commission, such indemnification
            is  against   public  policy  as   expressed  in  the
            Securities Act and is, therefore,  unenforceable.  In
            the event that  a claim  for indemnification  against
            such  liabilities  (other than  the  payment  by  the
            Registrant  of  expenses  incurred   or  paid  by   a
            director,  officer,  or  controlling  person  of  the
            Registrant  in the successful defense  of any action,
            suit or proceeding) is asserted by director,  officer
            or  controlling   person  in   connection  with   the
            securities  being  registered, the  Registrant  will,
            unless in the  opinion of its counsel the  matter has
            been  settled by controlling  precedent, submit  to a
            court   of  appropriate   jurisdiction  the  question
            whether such indemnification  by it is against public
            policy as  expressed in the  Securities Act and  will
            be governed by the final adjudication  of such issue.<PAGE>



                               SIGNATURE

       Pursuant  to the  requirements of  the  Securities Act  of
  1933, the Registrant  certifies that it has reasonable  grounds
  to believe that it meets all of the requirements for  filing on
  Form S-8 and has  duly caused this Registration Statement to be
  signed  on  its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in  the City  of Kalamazoo, State  of Michigan,  on
  April 16, 1997.

                      FIRST OF AMERICA BANK CORPORATION


                      By:  /s/ RICHARD V. WASHBURN
                           Richard V. Washburn
                           Senior Vice President and Secretary

                     POWER OF ATTORNEY

       The  undersigned  officers   and  directors  of  First  of
  America Bank  Corporation,  a Michigan  corporation, do  hereby
  constitute and appoint Richard F. Chormann,  Thomas W. Lambert,
  and   Richard  V.  Washburn,  and  each  of  them,  the  lawful
  attorneys  and agents  or attorney  and  agent, with  power and
  authority  to do any and all acts and things and to execute any
  and all  instruments which said  attorneys and agents, and  any
  one  of  them,  determine  may  be necessary  or  advisable  or
  required  to  enable  said  corporation  to   comply  with  the
  Securities  Act  of  1933,  as   amended,  and  any  rules   or
  regulations or  requirements  of  the Securities  and  Exchange
  Commission in  connection  with  this  Registration  Statement.
  Without  limiting the  generality of  the  foregoing power  and
  authority, the powers  granted include the power and  authority
  to sign the names  of the undersigned officers and directors in
  the capacities indicated below to this Registration  Statement,
  to  any  and  all  amendments,  both  pre-effective  and  post-
  effective, and supplements  to this Registration  Statement and
  to any and all instruments or documents filed as  part of or in
  conjunction with this Registration  Statement or amendments  or
  supplements  thereto,  and  each  of  the   undersigned  hereby
  ratifies  and confirms  all that  said attorneys  and agents or
  any of them  shall do  or cause to  be done  by virtue  hereof.
  This Power of Attorney may be signed in several counterparts.

       IN WITNESS WHEREOF,  each of the undersigned has  executed
  this Power of Attorney as of the 16th day of April, 1997.

       Pursuant  to the  requirements of  the  Securities Act  of
  1933,  this  Registration  Statement has  been  signed  by  the
  following persons  in the capacities indicated  on the 16th day
  of April, 1997.<PAGE>
  
/S/  RICHARD F. CHORMANN        Director, Chairman and 
     Richard F. Chormann        Chief Executive Officer
                                (Principal Executive Officer)

/S/  THOMAS W. LAMBERT          Executive Vice President and      
     Thomas W. Lambert          Chief Financial Officer 
                                (Principal Financial Officer
                                and Principal Accounting
                                Officer)

/S/  JON E. BARFIELD            Director
     Jon E. Barfield

/S/  JOHN W. BROWN              Director
     John W. Brown

/S/  JOSEPH J. FITZSIMMONS      Director
     Joseph J. Fitzsimmons

/S/  JOEL N. GOLDBERG           Director
     Joel N. Goldberg

/S/  CLIFFORD L. GREENWALT      Director
     Clifford L. Greenwalt        
     
/S/  ROBERT L. HETZLER          Director   
     Robert L. Hetzler

/S/  DOROTHY A. JOHNSON         Director
     Dorothy A. Johnson

/S/  MARTHA MAYHOOD MERTZ       Director
     Martha Mayhood Mertz

/S/  DANIEL R. SMITH            Director
     Daniel R. Smith

/S/  LEY S. SMITH               Director
     Ley S. Smith

/S/  JAMES S. WARE              Director
     James S. Ware
<PAGE>
                         
                         EXHIBIT INDEX


  Number

  5      Opinion of Howard &  Howard  Attorneys,  P.C., including
         Consent

  23(a)  Consent of KPMG Peat Marwick LLP

  99     First  of  America   Bank  Corporation   Director  Stock
         Compensation Plan, as amended February 19, 1997<PAGE>


              HOWARD & HOWARD ATTORNEYS, P.C.

                     April 16, 1997

  First of America Bank Corporation
  211 South Rose Street
  Kalamazoo, Michigan  49007

  Attention:  Richard V. Washburn

  Greetings:

       We  have  acted  as  counsel  to  First  of  America  Bank
  Corporation (the "Company") in connection with the  preparation
  and  filing  of  a  registration  statement  on  Form  S-8 (the
  "Registration  Statement") under  the  Securities Act  of 1933,
  registering  an  additional 100,000  shares  of  the  Company's
  Common Stock,  par value $10 per  share, issuable  as awards of
  common stock  or restricted  stock  or upon  exercise of  stock
  options  granted  to  directors or  other  persons  serving  in
  advisory  positions for  the  Company or  a subsidiary  of  the
  Company  pursuant to  the  First  of America  Bank  Corporation
  Director Stock Compensation  Plan (the "Plan"), which Plan  was
  adopted by resolution of  the Board of Directors of the Company
  (the "Board")  on February 21, 1996,  amended by  the Board  on
  February 19,  1997 and  approved by  shareholders on  April 16,
  1997. 

       We  have  examined  originals  or   copies,  certified  or
  otherwise  identified to  our  satisfaction, of  such corporate
  records,   certifies,  and   other   documents   and  conducted
  interviews  with  officers  as   we  considered  necessary   or
  appropriate for the purpose of this opinion.

       It is  our opinion that the  Common Stock  of the Company,
  when issued  as provided in the  Plan, will  be legally issued,
  fully paid, and non-assessable.

       We  hereby  consent  to the  filing  of  this  opinion  as
  Exhibit 5 to the Registration Statement.

       This opinion  is rendered pursuant  to Item 8 of  Form S-8
  and Item 601  of Regulation S-K and may  be relied upon only by
  the Company and the Securities and Exchange  Commission and may
  not be  used, quoted or referred to and/or filed with any other
  person without our prior written permission.

                 Very truly yours,

                 HOWARD & HOWARD ATTORNEYS, P.C.


                 /s/ MELANIE MAYO WEST
                 Melanie Mayo West<PAGE>
                 
  

                                                  Exhibit 23(a)






  The Board of Directors
  First of America Bank Corporation:


       We  consent  to  the incorporation  by  reference  in  the
  Registration  Statement on  Form S-8  of First of  America Bank
  Corporation,  of  our  report dated  January 14,  1997  on  the
  consolidated  financial statements  of  First of  America  Bank
  Corporation,  as of December 31, 1996  and 1995 and for each of
  the  years in  the three year  period ended  December 31, 1996,
  which report is  included in the 1996 Annual Report on Form 10-
  K of First of America Bank Corporation. 



                      /s/ KPMG Peat Marwick LLP  
                      KPMG PEAT MARWICK LLP


  Chicago, Illinois
  April 16, 1997<PAGE>


                                                     EXHIBIT 99

                 FIRST OF AMERICA BANK CORPORATION
                  DIRECTOR STOCK COMPENSATION PLAN

                         SECTION I - PLAN

  1.1  Plan.  First of America Bank Corporation, a Michigan
       corporation, established the Director Deferred
       Compensation Plan effective April 1, 1996 for the purpose
       of providing a means for Directors of the Company and
       Participating Companies to accumulate savings through
       deferral of the payment of their Director's Fees, and to
       defer the taxation of such fees.  The amended and
       restated Plan, renamed the First of America Bank
       Corporation Director Stock Compensation Plan, will become
       effective on the date of its adoption by the Board,
       provided that the Plan is approved by shareholders of the
       Company (excluding holders of shares of Stock, Restricted
       Stock or  Stock Options  issued by the Company under this
       Plan) within twelve months after that date.  If the Plan
       is not approved by the shareholders of the Company, any
       Stock, Restricted Stock or Stock Options granted under
       this Plan will be rescinded and void.  Deferrals made
       previously under the Director Deferred Compensation Plan,
       as well as Phantom Stock credits made under this Plan,
       will, however, continue to be valid in such event.  This
       Plan will remain in effect until it is terminated by the
       Board under Section 13.3 hereof.

  1.2  Purpose.  In addition to the original intent of the
       Director Deferred Compensation Plan, the amended and
       restated Plan has the purpose of advancing the interests
       of the Company and its shareholders by helping the
       Company attract and retain the services of highly
       qualified Directors, upon whose judgment, initiative and
       efforts the Company is substantially dependent.  The Plan
       also has the objective of paying a portion of Director's
       Fees in Equity Compensation to encourage Stock ownership
       by such Directors and to further align their interests
       with those of other shareholders.

                   SECTION II - 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)  "1934 Act" means the Securities Exchange Act of
            1934, as amended.

       (b)  "Beneficiary" means any person who is entitled to
            receive Phantom Stock Account distributions, Stock
            Options or  Restricted Stock under this Plan after<PAGE>
            the death of a Director pursuant to Section 11.1.

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

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

       (e)  "Code" means the Internal Revenue Code of 1986, as
            amended. 

       (f)  "Committee" means the Nominating and Compensation
            Committee of the Company's Board of Directors.

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

       (h)  "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.

       (i)  "Deferring Director" means a Director or former
            Director for whom a Phantom Stock Account has been
            established under the Plan.

       (j)  "Designated Committee" means the Company's Unified
            Audit Committee, the Company's Unified Trust
            Committee and any other committee advisory board
            designated by the Committee to be subject to the
            provisions of this Plan.

       (k)  "Designated Equity Compensation" means the
            percentage or amount of Director's Fees established
            by the Committee, which will be payable in a form of
            Equity Compensation.

       (l)  "Director" means a member of the Board of Directors
            or a member of the board of directors of a
            Participating Company, who is entitled to receive
            Director's Fees.  Solely for purposes of this Plan,<PAGE>
            the term "Director" shall also include any person
            serving on a Designated Committee.

       (m)  "Director's Fees" means the board and committee
            meeting fees and the board and committee retainer
            fees, including fees to serve as a chairperson of a
            board or committee or any other fees, payable to
            Directors for their service as Directors, as
            established by the Company or a Participating
            Company.

       (n)  "Disability" has the same meaning as "permanent and
            total disability," as defined in Section 22(e)(3) of
            the Code.

       (o)  "Entry Date" means the first day of each Plan Year
            or the first day of service as a Director.

       (p)  "Equity Compensation" means compensation in the form
            of Stock, Restricted Stock, Phantom Stock, or Stock
            Options.

       (q)  "Fair Market Value" means as of the date in
            question, the market price per share of Stock
            determined by the Committee 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.

       (r)  "Optional Equity Compensation" means the percentage
            or amount of Director's Fees other than the
            Designated Equity Compensation.

       (s)  "Option Price" with respect to any particular Stock<PAGE>
            Option means the exercise price at which the
            Optionee may acquire a share of Option Stock called
            for under such Stock Option.  

       (t)  "Option Stock" means Stock issued or issuable by the
            Company pursuant to the valid exercise of a Stock
            Option.

       (u)  "Optionee" means a Director to whom a Stock Option
            is granted hereunder, and any transferee of such
            Stock Option received pursuant to a transfer
            authorized under this Plan.

       (v)  "Participating Company" means any wholly owned
            subsidiary of the Company, any wholly owned
            subsidiary of such a subsidiary, or any other
            company designated by the Company.

       (w)  "Pension Plan" means the First of America Bank
            Corporation Employees' Retirement Plan.

       (x)  "Phantom Stock" means a share equivalent whose value
            is based upon the value of one share of Stock.

       (y)  "Phantom Stock Account" means any bookkeeping
            account established for maintaining Phantom Stock
            credits under this Plan.

       (z)  "Plan" means the First of America Bank Corporation
            Director Stock Compensation Plan, formerly known as
            the First of America Bank Corporation Director
            Deferred Compensation Plan, as herein set forth.

       (aa) "Plan Year" means the period commencing each year on
            the day of that year's Annual Meeting of
            Shareholders of the Company and ending the following
            year on the day prior to that year's Annual Meeting
            of Shareholders.

       (ab) "Restricted Stock" means Stock issued by the Company
            which is subject to the restrictions imposed in
            Section 4.5 of this Plan.

       (ac) "Restricted Stock Agreement" means an agreement
            between the Company and a Director to evidence the
            terms and conditions of the issuance of Restricted
            Stock hereunder.  

       (ad) "Restricted Stockholder" means a Director to whom
            any Restricted Stock is issued hereunder, and any
            transferee of such Stock received pursuant to a
            Transfer required by law.

       (ae) "Retirement" means Separation from Service, as a<PAGE>
            Director on a board or Designated Committee after
            attaining age 60.

       (af) "Separation from Service" means the cessation of
            service as a Director for any reason.  If a Director
            serves on more than one board or Designated
            Committee of the Company or Participating Companies,
            a Separation from Service shall not be deemed to
            have occurred until the cessation of service as a
            Director on all such boards or Designated
            Committees.

       (ag) "Stock" means the Company's common stock.

       (ah) "Stock Option" means a right granted pursuant to
            this Plan entitling the Optionee to acquire one
            share of Stock issued by the Company.

       (ai) "Stock Option Agreement" means an agreement between
            the Company and a Director to evidence the terms and
            conditions of the issuance of Stock Options
            hereunder.

       (aj) "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.

       (ak) "Valuation Date" means June 30th, September 30th,
            December 31st, March 31st of each Plan Year and such
            other dates as are designated by the Board or
            Committee to value the Phantom Stock Accounts of<PAGE>
            Deferring Directors under this Plan.

       (al) "Voting Stock" means those shares of the Company
            entitled to vote generally in the election of
            directors.

                   SECTION III - PLAN FEATURES

  3.1  Designated Equity Compensation.  At least 45 days prior
       to the commencement of each Plan Year, the Committee may
       establish the Designated Equity Compensation for all
       Director's Fees and the forms of Equity Compensation
       which may be elected by Directors for payment of such
       Designated Equity Compensation.  In no event shall the
       Designated Equity Compensation for the Board be less than
       50% of Board retainer fees.  The Designated Equity
       Compensation determinations and forms of available Equity
       Compensation approved by the Committee for previous years
       remain in effect unless changed in accordance with this
       Section 3.1.  Pursuant to Section 4.1, Directors will
       elect the desired form or forms of available Equity
       Compensation payable.  If the Board does not establish
       Designated Equity Compensation for a type of Director's
       Fees, the Designated Equity Compensation for such fees
       will be zero, except in the case of Board retainer fees
       where the Designated Equity Compensation will be 50% of
       such fees.

  3.2  Optional Equity Compensation.  With respect to the
       Optional Equity Compensation, unless the Committee
       determines otherwise at least 45 days prior to the
       commencement of each Plan Year, Directors may elect to
       receive Stock, Phantom Stock or Stock Options instead of
       cash, pursuant to Section 5.2.  The limitations on the
       forms of available Optional Equity Compensation approved
       by the Committee for previous years remain in effect
       unless changed in accordance with Section 3.2.

  3.3  Shares Reserved Under the Plan.  Subject to Sections 13.2
       and 13.4 of this Plan, the aggregate number of shares of
       Stock, including Option Stock and Restricted Stock, that
       may be issued and outstanding pursuant to the granting of
       Stock, the exercise of Stock Options and the granting of
       Restricted Stock under this Plan (the "Stock Pool") will
       not exceed 100,000 shares.  Also subject to Sections 13.2
       and 13.4, the aggregate number of shares of Stock,
       including Option Stock and Restricted Stock that may be
       issued under this Plan to any individual will not exceed
       10,000 shares.  Shares of Restricted Stock that are
       forfeited, as described in subsection 6.1(c) and shares
       of Option Stock withheld as payment of an Option Price
       and/or tax withholding liability as described in
       subsection 7.1(d) may be added back into the Stock Pool
       and reissued.  Shares of Option Stock that would have<PAGE>
       been issuable pursuant to Stock Options, but that are no
       longer issuable because all or part of those Stock
       Options have terminated or expired may also be added back
       into the Stock Pool to be available for issuance.  The
       Company may purchase shares on the open market or issue
       authorized shares but unissued shares to satisfy its
       obligations under the Plan.

            SECTION IV - DESIGNATED EQUITY COMPENSATION

  4.1  Timing of Designated Elections.  If an election is
       required for an upcoming Plan Year, at least 30 days
       prior to the first day of such Plan Year, a Director
       shall make a written election as to the form or forms of
       available Equity Compensation desired for payment and/or
       deferral of the Designated Equity Compensation (the
       "Designated Election").  If a Director is elected or
       appointed after the first payment of Director's Fees in a
       Plan Year, the Director's Designated Election must be
       made prior to the effective date of such election or
       appointment.

  4.2  Method of Designated Election.  Except as the Committee
       may otherwise provide, Directors may choose more than one
       form of available Equity Compensation for payment and/or
       deferral of the Designated Equity Compensation.  As long
       as a Director's Designated Election is consistent with
       the available forms of Equity Compensation, unless the
       Director notifies the Committee of a change, the
       Director's Designated Election shall remain in effect
       until Separation from Service.  If a Director's
       Designated Election is not consistent with the available
       forms of Equity Compensation, the Director must make a
       new Designated Election in accordance with Section 4.1. 
       If a Director fails to make a necessary Designated
       Election with respect to all or a portion of the
       Director's Designated Equity Compensation, payment of
       such amount will be made in Stock pursuant to Section
       4.4, unless Stock is not an available form of Designated
       Equity Compensation in the Plan Year, in which case the
       Committee shall determine the form of payment.  If a
       Director serves on more than one board or Designated
       Committee of the Company or Participating Companies, a
       separate election shall be required for the Director's
       Fees for each such board or Designated Committee.

  4.3  Change in Designated Election.  Any change in a
       Director's Designated Election will not take effect until
       a subsequent Entry Date.  All changes must be made in
       accordance with Section 4.1.  In the event of a change in
       the Director's Fees, the amount of Stock, Restricted
       Stock, Phantom Stock or Stock Options to be received will
       be adjusted proportionately as soon as practicable with
       respect to such changed Director's Fees, without action<PAGE>
       by the Director.

  4.4  Stock.  If a Director receives or elects to receive Stock
       in payment of the Designated Equity Compensation, the
       Company shall determine the number of shares of Stock
       with a Fair Market Value equal to the Designated Equity
       Compensation of the Director's Fees as of the date on
       which any Director's Fees become payable.  For a
       participant in the First of America Shareholders
       Investment Plan, whole and fractional shares will be
       added to the Director's account under that plan as soon
       as practicable after such date.  For any other Director,
       shares in an amount rounded to the nearest whole share
       will be delivered to the Director or an account
       designated by the Director.

  4.5  Restricted Stock.  If a Director receives or elects to
       receive Restricted Stock in payment of the Designated
       Equity Compensation, as of any date on which Director's
       Fees become payable to that Director, the Company shall
       issue to the Director and hold in escrow pursuant to
       subsection 6.1(d)(iii) a number of shares of Restricted
       Stock equal to the number of shares of Stock, rounded to
       the nearest whole share, which would be issuable to the
       Director under Section 4.4.

  4.6  Phantom Stock.  If a Director receives or elects to
       receive Phantom Stock for deferral of the Designated
       Equity Compensation, the Director's Phantom Stock Account
       shall be credited with a number of whole and fractional
       units of Phantom Stock equal to the number of whole and
       fractional shares of Stock which would be issuable under
       Section 4.4, as of any date on which Director's Fees
       become payable to that Director.  In addition, as actual
       dividends are paid on Stock, Phantom Stock Accounts will
       be credited with a number of whole and fractional units
       of Phantom Stock as if the same dividends were paid on
       Phantom Stock and immediately reinvested in Phantom
       Stock.  Dividend credits will be made based on the number
       of units of Phantom Stock credited to a Phantom Stock
       Account as of the dividend record date for Stock.

  4.7  Stock Options.  If a Director receives or elects to
       receive Stock Options in payment of the Designated Equity
       Compensation, as of any date on which Director's Fees
       become payable to that Director, the Director shall
       receive a number of Stock Options based on the following
       formula:

            [Number of whole and fractional shares of Stock
            which would be issuable under Section 4.4]
            multiplied by [Multiplier]

            The "Multiplier" referred to above shall be<PAGE>
       established by the Committee annually 45 days prior to
       the beginning of each Plan Year, but may be changed as
       frequently as the Committee deems appropriate.  The value
       of the Multiplier shall be determined based on a
       reasonable option valuation method such that the value of
       the Stock Options granted reasonably approximates the
       equivalent value of the Director's Fees payable in Stock
       Options, but shall in no event exceed ten (10).

               SECTION V - OPTIONAL EQUITY COMPENSATION

  5.1  Participation.  Unless a Director has made an election in
       accordance with Section 5.2 to receive all or any portion
       of Optional Equity Compensation in Stock, Phantom Stock
       and/or Stock Options (the "Optional Election"), on any
       date on which Director's Fees become payable to a
       Director, he or she will be paid in cash an amount equal
       to the Optional Equity Compensation.  Any Optional
       Election becomes effective as of the first Entry Date
       coincident with or following the Director's appointment
       or election as a Director.  If the Director declines to
       make an Optional Election at the initial Entry Date, the
       Director may make an Optional Election effective upon any
       subsequent Entry Date.

  5.2  Timing of Optional Elections.  At least 30 days prior to
       the first day of a Plan Year, unless the Committee
       determines otherwise pursuant to Section 3.2, a Director
       may make an Optional Election by giving written notice
       authorizing payment of Optional Equity Compensation in
       Stock, Stock Options and/or deferral of Optional Equity
       Compensation through receipt of Phantom Stock.  If a
       Director is elected or appointed after the first payment
       of Director's Fees in a Plan Year, the Director's
       Optional Election must be made prior to the effective
       date of such election or appointment.

  5.3  Method of Optional Election.  Except as the Committee may
       otherwise provide, Directors may choose more than one
       form of Equity Compensation for payment and/or deferral
       of the Optional Equity Compensation.  Unless the Director
       notifies the Committee of a change, the Director's Option
       Elections shall remain in effect until Separation from
       Service.  If a Director serves on more than one board or
       Designated Committee of the Company or Participating
       Companies, a separate Optional Election shall be required
       for the Director's Fees for each such board or Designated
       Committee.

  5.4  Change in Optional Election.  Any change in a Director's
       Optional Election will not take effect until a subsequent
       Entry Date.  All changes must be made in accordance with
       Section 5.3.  In the event of a change in the Director's
       Fees, the amount of Stock, Stock Options or Phantom Stock<PAGE>
       to be received will be adjusted proportionately as soon
       as practicable with respect to such changed Director's
       Fees, without action by the Director.

  5.5  Stock.  If a Director elects to receive Stock in payment
       of the Optional Equity Compensation of certain Director's
       Fees, the Company shall determine the number of shares of
       Stock with a Fair Market Value equal to the Optional
       Equity Compensation of such Director's Fees as of the
       date on which any Director's Fees become payable.  For a
       participant in the First of America Shareholders
       Investment Plan, whole and fractional shares will be
       added to the Director's account under that plan as soon
       as practicable after such date.  For any other Director,
       shares in an amount rounded to the nearest whole share
       will be delivered to the Director or an account
       designated by the Director.

  5.6  Phantom Stock.  If a Director elects to receive Phantom
       Stock for deferral of the Optional Equity Compensation,
       the Director's Phantom Stock Account shall be credited
       with a number of whole and fractional shares of Phantom
       Stock equal to the number of whole and fractional units
       of Stock which would be issuable under Section 5.5, as of
       any date on which Director's Fees become payable to that
       Director.  In addition, as actual dividends are paid on
       Stock, Phantom Stock Accounts will be credited with a
       number of whole and fractional units of Phantom Stock as
       if the same dividends were paid on Phantom Stock and
       immediately reinvested in Phantom Stock.  Dividend
       credits will be made based on the number of units of
       Phantom Stock credited to a Phantom Stock Account as of
       the dividend record date for Stock.

  5.7  Stock Options.  If a Director elects to receive Stock
       Options in payment of the Optional Equity Compensation,
       as of any date on which Director's Fees become payable to
       that Director, the Director shall receive a number of
       Stock Options based on the following formula:

            [Number of whole and fractional shares of Stock
            which would be issuable under Section 5.5]
            multiplied by [Multiplier]

            The "Multiplier" referred to above shall be
       established by the Committee annually 45 days prior to
       the beginning of each Plan Year, but may be changed as
       frequently as the Committee deems appropriate.  The value
       of the Multiplier shall be determined based on a
       reasonable option valuation method such that the value of
       the Stock Options granted reasonably approximates the
       value of the Director's Fees payable in Stock Options,
       but shall in no event exceed ten (10).<PAGE>
                 
                 SECTION VI - RESTRICTED STOCK

  6.1  Terms of Restricted Stock Agreements.  All issuances of
       Restricted Stock made in a single Plan Year pursuant to
       this Plan will be evidenced by one Restricted Stock
       Agreement between the Company and the Director to whom
       such Restricted Stock is issued, in form and substance
       satisfactory to the Committee in its sole discretion,
       consistent with this Plan.  The terms of a Restricted
       Stock Agreement shall apply equally to all issuances of
       Restricted Stock made in the Plan Year to which the
       Restricted Stock Agreement relates except that Restricted
       Stock Vesting Periods will differ based on timing of each
       issuance.  Without limiting the foregoing, the following
       terms and conditions will be considered part of each
       Restricted Stock Agreement (unless otherwise stated
       therein):

       (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 the Director's status as a Director
            of the Company or a Participating Company or member
            of a Designated Committee.

       (b)  Restricted Stock Vesting Periods.  Except as
            otherwise provided herein, the period or periods of
            time during which shares of Restricted Stock will be
            subject to the restrictions imposed under this Plan
            or any other restrictions  (the "Restricted Stock
            Vesting Period") shall be specified in the
            Restricted Stock Agreement.  Restricted Stock
            Vesting Periods shall be determined by the Committee
            in its discretion, but shall not 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, 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 a Director for any reason.

       (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<PAGE>
                 this subsection 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 6.1(d), or exercise any
                 other legal or equitable remedy.

           (iii) Escrow.  All shares of Restricted Stock issued
                 pursuant to this Plan will be held in escrow by
                 the Company 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 the Director's designee) is appointed as
                 the escrow holder with the authority to take
                 all such actions and to effectuate all such
                 Transfers and/or releases as are in accordance
                 with the terms of this Plan 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 6.1(f) have been
            complied with.

       (g)  Market Standoff.  To the extent requested by the
            Company and any underwriter of securities of the<PAGE>
            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.

                    SECTION VII - STOCK OPTIONS

  7.1  Terms of Stock Option Agreements.  All Stock Options
       granted in a single Plan Year pursuant to this Plan will
       be evidenced by one Stock Option Agreement between the
       Company and the Director to whom such Stock Option is
       granted, in form and substance satisfactory to the
       Committee in its sole discretion, consistent with this
       Plan.  The terms of a Stock Option Agreement shall apply
       equally to all grants of Stock Options made in the Plan
       Year to which the Stock Option Agreement relates, except
       that Option Prices will differ based on the timing of
       each grant.  Without limiting the foregoing, the
       following terms and conditions will be considered a part
       of each Stock Option Agreement (unless otherwise stated
       therein):

       (a)  Covenants of Optionee.  Nothing contained in this
            Plan, any Stock Option Agreement or in any other
            agreement executed in connection with the granting
            of a Stock Option under this Plan will confer upon
            any Optionee any right with respect to the
            continuation of the Director's status as a Director
            of the Company or a Participating Company or member
            of a Designated Committee.

       (b)  Stock Option Vesting.  Except as otherwise provided
            herein, the Committee in its discretion may specify
            a period of time within which each Stock Option will
            vest and first become exercisable.  All Stock
            Options granted without specific vesting provisions,
            or as Optional Equity Compensation, shall be fully
            and immediately vested and exercisable as of the
            date of their grant.<PAGE>
            
       (c)  Exercise of the Stock Option

            (i)  Mechanics and Notice.  Stock Options may be
                 exercised to the extent exercisable by giving
                 written notice to the Company specifying the
                 number of Stock Options to be exercised, the
                 date of the grant of the Stock Option or Stock
                 Options to be exercised, the Option 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 withholding
                 taxes due.  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 a Stock Option granted under this
                 Plan, the Optionee will pay to the Company in
                 cash, through share netting as described in
                 subsection 6.1(d), 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 6.1(c)(ii), "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.

           (iii) Payment of Option Price.  Each Stock Option
                 Agreement will specify the Option Price, with
                 respect to the exercise of Stock Options
                 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, or such other method as
                 determined by the Committee in its discretion. 
                 In no event will the Option Price for a Stock
                 Option granted hereunder be less than the Fair
                 Market Value of the Option Stock at the time
                 such Stock Option 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.<PAGE>
       
       (d)  Share Netting.  The Optionee may pay all or a
            portion of the Option Price and/or the tax
            withholding liability, if applicable, with respect
            to the exercise of a Stock Option by withholding
            shares of Option Stock ("share netting"), provided
            that the Committee determines that the Fair Market
            Value of such netted 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.

       (e)  Termination of the Stock Option.  Except as
            otherwise provided herein, each Stock Option
            Agreement will specify the period of time, not to
            exceed ten years, to be determined by the Committee
            in its discretion, during which the Stock Option
            granted therein will be exercisable (the "Option
            Period").  To the extent not previously exercised,
            each Stock Option will terminate upon the expiration
            of the Option Period specified in the Stock Option
            Agreement; provided, however, that, subject to the
            discretion of the Committee, each Stock Option will
            terminate, if earlier:  (a) six months after the
            date of the Optionee's Separation from Service for
            any reason, other than death, Disability, or
            Retirement; or (b) five years after the date of the
            Optionee's Separation from Service by reason of such
            person's death, Disability or Retirement.

            (i)  Limited Stock Appreciation Rights. 
                 Notwithstanding any other provision of this
                 Agreement, and except as provided in
                 subsection 6.1(e)(i)b, below, each Stock 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 Stock
                 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 Stock
                 Option relates.

                 a.   For purposes of subsection 6.1(e)(i) 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<PAGE>
                      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 shareholders
                      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.

                 b.   The Board 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 6.1(e)(i) do not prevent the
                      Change in Control from being accounted for
                      as a pooling of interests.  If the Board
                      does not receive the required opinion, it
                      may declare subsection 6.1(e)(i) to be
                      nullified.  In such case, all previously
                      vested Stock Options shall continue to be
                      fully exercisable, and all unvested Stock
                      Options shall become immediately and fully
                      exercisable, upon the Change in Control
                      pursuant to the terms of this Plan.

       (f)  Modification of Stock Options.  Subject to the terms
            and conditions and within the limitations of this
            Plan, the Committee may modify outstanding Stock
            Options granted under this Plan, but in no event may
            the Committee change the Option Price as stated in
            the Stock 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 Stock
            Option Agreement, if expressed as a percentage of
            Fair Market Value at the time of the grant, a market
            or peer group index or otherwise.  Notwithstanding
            the foregoing, no modification of any Stock Option
            will, without the consent of the holder of the Stock
            Option, alter or impair any rights or obligations
            under any Stock Option previously granted under this
            Plan.

       (g)  Transferability of Stock Options.  Stock Options
            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 with Section 704 of the Code.  Stock
            Options will be exercisable only by the Optionee
            during the Director's lifetime, or, by any of the<PAGE>
            recipients of the Transfers specifically permitted
            by this subsection 6.1(g).

       (h)  Compliance with Law.  Notwithstanding any other
            provision of this Plan, Stock 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 a Stock Option will be
            further subject to the requirement that if at any
            time the Committee or legal counsel of the Company
            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 Stock Option or
            the purchase of shares of Option Stock, the Stock
            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.

       (i)  Stock Certificates.  Certificates representing the
            Option Stock issued pursuant to the exercise of
            Stock 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 6.1(i) have been complied with.

       (j)  Other Provisions.  The Stock 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 Stock Options granted hereunder, not
            inconsistent with this Plan, as may be determined by
            the Committee in its sole discretion.

          SECTION VIII - PHANTOM STOCK (DEFERRED COMPENSATION)

  8.1  Phantom Stock Deferrals.  Pursuant to Section 4.6, each
       Director may defer all or a part of the Designated Equity
       Compensation of one or more types of Director's Fees by
       electing to receive Phantom Stock instead of such fees,
       if Phantom Stock is an available form of Equity
       Compensation for the Plan Year.  Pursuant to Section 5.6,
       each Director may defer all or a part of the Optional<PAGE>
       Equity Compensation of one or more types of Director's
       Fees by electing to receive Phantom Stock instead of cash
       payment of such fees.  

  8.2  Effect of Deferral.  To the extent the Company is
       required to withhold taxes or any other amounts from
       Phantom Stock Account credits or any other deferrals
       pursuant to any federal, state or local law, the
       Committee may provide for such withholding in any manner
       it deems appropriate.

  8.3  Pre-Existing Director Deferred Compensation Plans or
       Agreements.  For all Phantom Stock Accounts established
       prior to February 19, 1997, the effective date of this
       amended and restated Plan, in order to facilitate record
       keeping which will be compatible with the operation of
       the Plan as amended and restated, all such Phantom Stock
       Accounts will be valued in terms of units of Phantom
       Stock.  With Committee approval, a Deferring Director may
       elect to consolidate any other accumulated deferrals or
       Phantom Stock he or she may have under any other director
       deferred compensation plan sponsored by a Participating
       Company with the Director's Phantom Stock Accounts in
       this Plan.  Such transferred amounts will be governed by
       the provisions of this Plan for all purposes.  No cash
       payments, after-tax deferral accounts or qualified plan
       rollovers or transfers will be accepted under this Plan.

  8.4  Non-Alienation.  No Phantom Stock Account 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 Phantom
       Stock Account 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
       Account except such claims as may be made by the Company
       or any Participating Company.

  8.5  Unsecured Creditors.  All amounts held in Phantom Stock
       Accounts under this Plan will be unsecured liabilities of
       the Company.  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,
       Participating Companies, Directors or any other person. 
       To the extent that a Director 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
       Participating Companies.  All payments made under the
       terms of this Plan shall be made from the general funds
       of the Company, or Participating Companies, and no
       segregation of assets shall be made for the payment of<PAGE>
       any Phantom Stock Account distributions under the terms
       of this Plan to any Deferring Director or beneficiary
       thereof.  Notwithstanding the foregoing, the Company may
       establish an irrevocable Rabbi Trust to provide funding
       of Phantom Stock Accounts payable under the Plan.  At all
       times, the assets of such trust shall remain subject to
       the claims of the Company's creditors and Deferring
       Directors' claims to such assets shall be no greater than
       those of an unsecured, general creditor of the Company.

  8.6  Tax Treatment of Phantom Stock.  Any Phantom Stock or
       other compensation deferred under this Plan shall not be
       deemed compensation and shall not be included in a
       Director's taxable income nor deductible by the Company
       under federal or state law until actually received by the
       Deferring Director.  In order to ensure that Phantom
       Stock or other deferred compensation payable under this
       Plan is not deemed received until it is distributed
       according to Section X, the Committee may require
       Deferring Directors to make Designated Elections and
       Optional Elections earlier than 30 days prior to the
       beginning of a Plan Year.  Any other rights, powers,
       privileges or duties in connection with the establishment
       and administration of Phantom Stock Accounts under 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 being subject to taxation before
       actual receipt by the Deferring Director.  All provisions
       of this Plan relating to the Phantom Stock Accounts 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.

                SECTION IX - MAINTENANCE AND VALUATION
                     OF PHANTOM STOCK ACCOUNTS

  9.1  Maintenance of Separate Phantom Stock Accounts.  For each
       Deferring Director, the Company shall establish a
       separate Phantom Stock Account according to generally
       accepted accounting principles, which shall reflect all
       deferrals and Phantom Stock accumulations under this Plan
       and adjustments to the value of Deferring Director's
       Phantom Stock Accounts in accordance with Section 9.2. 
       Each Deferring Director will be furnished a statement of
       the Director's Phantom Stock Accounts not less often than
       annually and following the complete distribution of such
       Phantom Stock Accounts to the Deferring Director.

  9.2  Valuation of Phantom Stock Accounts.  Phantom Stock
       Accounts will be credited, as described in Sections 4.6
       and 5.6, with units of Phantom Stock and dividend credits
       on such Phantom Stock.  No specific assets will be
       invested under this Plan nor will shares be held on<PAGE>
       behalf of a Deferring Director.  The value of each of a
       Deferring Director's Phantom Stock Accounts will be
       determined as if assets were invested in shares of
       Company Stock.

            The Committee shall have the authority to establish
       such consistent and nondiscriminatory accounting
       procedures as it deems appropriate to credit Phantom
       Stock and dividends and transfers from other director
       deferred compensation plans to a Deferring Director's
       Phantom Stock Accounts, and to specify the date as of
       which the value of Company Stock shall be determined for
       purposes of valuing a Deferring Director's Phantom Stock
       Accounts.  Phantom Stock Accounts shall be valued as of
       each Valuation Date. 

            Upon a partial or total distribution of the
       Deferring Director's Phantom Stock Accounts, the
       Committee shall determine the value of the Deferring
       Director's Phantom Stock Accounts by adding (i) the value
       of such Phantom Stock Accounts as of the Valuation Date
       preceding the date of distribution, and (ii) any
       additional Phantom Stock or dividend credits to the
       Phantom Stock Account since the Valuation Date preceding
       the date of distribution.

     SECTION X - DISTRIBUTION OF PHANTOM STOCK ACCOUNT BALANCES

  10.1 Forms of Distribution.  All distributions of Phantom
       Stock Account balances will be paid in cash, Stock, or
       some combination of both, in accordance with an election
       made by the Deferring Director prior to receiving a
       distribution.  If no election is made, distributions will
       be made in cash.  In the event that fractional shares of
       Stock become payable to a Deferring Director, in lieu of
       payment in fractional shares, the Deferring Director will
       receive the value of such shares in cash.

  10.2 Distribution Upon Separation from Service.

       (a)  General Rule.  In the event of a Deferring
            Director's Separation from Service, the Deferring
            Director shall receive a single distribution of
            Phantom Stock Account balances as of the date of
            Separation from Service as soon as practicable
            following the Director's Separation from Service,
            unless the Deferring Director has previously elected
            an alternative method of distribution under
            Section 10.2(b).

       (b)  Timing of Alternative Distribution Method Election. 
            An election of an alternative method of distribution
            of Phantom Stock Account balances described in
            Sections 10.2(c) or 10.2(d) must be made by the<PAGE>
            Deferring Director on a form supplied by the Company
            and delivered to the  Committee no later than the
            earlier of:

            (i)  three months prior to the Director's Separation
                 from Service; or

            (ii) the last day of the calendar year preceding the
                 calendar year in which the Director's
                 Separation from Service occurs.

       (c)  Single Deferred Distribution.  A Deferring Director
            may elect to receive a single deferred distribution
            of the Director's Phantom Stock Account balances on
            the 5th or 10th anniversary of the Deferring
            Director's Separation from Service.  The
            distribution will be made by the Company as soon as
            practicable following the anniversary date elected
            by the Deferring Director.  If a Deferring Director
            makes an election under this Section 10.2(c), and
            dies prior to receiving all amounts payable under
            the Plan, the remaining amounts payable shall be
            distributed to the Deferring Director's Beneficiary
            in accordance with the Deferring Director's
            election.

       (d)  5 or 10 Year Installments.  A Deferring Director may
            elect to receive a deferred distribution of Phantom
            Stock Account balances in 5 or 10 annual
            installments commencing as soon as practicable
            following the first anniversary of the Deferring
            Director's Separation from Service.  The amount of
            each annual distribution shall equal the total value
            of the Deferring Director's Phantom Stock Account in
            the Plan as of the Valuation Date immediately
            preceding the distribution divided by the number of
            payments remaining to be made to the Deferring
            Director.  If a Deferring Director makes an election
            under this Section 10.2(d), and dies prior to
            receiving all amounts payable under the Plan, the
            remaining amounts payable shall be distributed to
            the Deferring Director's Beneficiary in accordance
            with the Deferring Director's election.

  10.3 Cessation of Deferring Director.  A Deferring Director
       shall continue to participate in the Plan until such time
       as the full value of the Director's Phantom Stock
       Accounts has been distributed.

  10.4 Effect of a Change in Control on Phantom Stock Accounts. 
       Subject to prior approval by the Committee of an
       alternative course of action, including immediate
       distribution of all Phantom Stock Account balances, in
       the event of a Change in Control of the Company, the<PAGE>
       Committee shall make appropriate arrangements with and
       obtain such binding commitments from the Company's
       successor as are necessary to provide for the
       distribution of all Phantom Stock Accounts in accordance
       with the terms of this Plan.

                  SECTION XI - BENEFICIARIES

  11.1 Beneficiary Designation.  A Director may designate, by
       written notice delivered to the Committee or its designee
       prior to the Director's death, a Beneficiary or
       Beneficiaries to receive, in the event of the Director's
       death, all or part of the amount of the Director's
       Phantom Stock Accounts, any of the Director's Stock
       Options granted pursuant to the Plan or any of the
       Director's unvested shares of Restricted Stock granted
       pursuant to the Plan.  A designation of Beneficiary may
       be replaced by a new designation or may be revoked by the
       Director at any time by written notice delivered prior to
       the Director's death.

  11.2 Absence of Beneficiary or Uncertain Beneficiary.  If no
       beneficiary designation is in effect at the time of a
       Director's death, or if no designated beneficiary
       survives the Director, or such designation conflicts with
       law, payment of the amount, if any, payable under the
       Plan upon the Director's death shall be made to the
       Director's estate.

            If the Committee is in doubt as to the right of any
       person to receive 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 the Company, the
       Participating Companies, the Plan and the Board.  Every
       person receiving or claiming payment 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 the Director's person or estate has been
       appointed.  However, if the Committee shall find that any
       person to whom an amount is payable is unable to care for
       the Director's affairs because of incompetency or the
       person is a minor, any payment due (unless a prior claim
       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 under this<PAGE>
       Plan.

            In the event a guardian of the estate of any person
       receiving or claiming payment under this Plan shall be
       appointed by a court of competent jurisdiction, 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 under the Plan.

                     SECTION XII - ADMINISTRATION

  12.1 Administration of Plan.  This Plan will be administered
       by the Committee, which may delegate such powers or
       duties to employees of the Company or a Participating
       Company, as it deems appropriate, provided that such
       delegation is consistent with maintaining an exemption
       from the short-swing profit liability provisions of
       Section 16 of the 1934 Act.

  12.2 Power of Plan Administrator.  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 interpret this Plan, resolve 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 Directors and their
            Beneficiaries;

       (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 any rules and regulations adopted by the
            Committee;

       (e)  to determine the period or periods of time during
            which Stock Options may be exercised or become
            exercisable, the Option Price and the duration of
            such Stock Options, and other matters to be
            determined by the Committee in connection with
            specific Stock Option grants and Stock Option
            Agreements as specified under this Plan;

       (f)  to determine the period or periods of time during<PAGE>
            which the Restricted Stock may vest, 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; and

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

                     SECTION XIII - MISCELLANEOUS

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

  13.2 Amendments.  The Board may amend the Plan at any time in
       its sole discretion, provided that:

       (a)  Any such amendment will be effective at such date as
            the Board may determine;

       (b)  No amendment shall reduce the value of a Deferring
            Director's Phantom Stock Accounts as of the date the
            Board adopts the amendment, but an amendment may
            change the manner in which Plan distributions or
            earnings or losses on Phantom Stock Accounts are
            determined;

       (c)  No such action may, without the approval of the
            shareholders of the Company, materially increase
            (other than by reason of an adjustment pursuant to
            Section 13.4 hereof) the aggregate number of shares
            of Stock, Option Stock and Restricted Stock in the
            Stock Pool that may be granted pursuant to this
            Plan; and

       (d)  No action of the Board or Committee shall alter or
            impair any Stock Option or Restricted Stock
            previously granted or awarded under this Plan
            without the consent of such affected Optionee or
            Restricted Stockholder.

  13.3 Plan Termination.  The Board may terminate this Plan at
       any time; however, no termination shall alter or impair
       any Stock Option or Restricted Stock previously granted
       or awarded under this Plan without the consent of such
       affected Optionee or Restricted Shareholder, nor shall
       any termination reduce the value of the Deferring
       Director's Phantom Stock Accounts as of the date the
       Board terminates the Plan.

  13.4 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<PAGE>
       dividend, recapitalization, combination or
       reclassification, appropriate proportionate adjustments
       will be made:  

       (a)  in the aggregate number of shares of Stock, Option
            Stock and Restricted Stock in the Stock Pool; 

       (b)  in the Option Price and the number of shares of
            Option Stock that may be purchased pursuant to an
            outstanding Stock Option granted hereunder; and

       (c)  in the number of units of Phantom Stock held in
            Phantom Stock Accounts maintained under this Plan;
            and

       (d)  with respect to other rights and matters determined
            on a per share basis under this Plan or any
            associated Stock Option Agreement or Restricted
            Stock Agreement.

       (e)  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 Stock Options, Restricted Stock
            and Phantom 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.

  13.5 Notices.  Notices, reports and statements to be given,
       made or delivered to a Director will be deemed duly
       given, made or delivered, when addressed to the Director,
       and delivered by first class mail, to such Director's
       last known residence or business address.  All notices
       required to be given by a Director will be given on a
       form provided for the purpose and will be deemed received
       when delivered to the Committee, care of the Company's
       Senior Vice President of Human Resources at 211 S. Rose,
       Kalamazoo, MI, 49007.

  13.6 Applicable Law.  This Plan shall be governed by the law
       of the State of Michigan, to the extent not preempted by
       federal law.

  13.7 Plan Binding upon Successors.  This Plan shall be binding
       upon and inure to the benefit of the Company, the
       Participating Companies, Directors and their respective
       successors, assigns, personal representatives, heirs,
       legatees and beneficiaries.


  Approved by the Board of Directors on February 21, 1996.<PAGE>

  
  Amended and restated by the Board of Directors on February 19,
  1997.


       Approved by shareholders on April 16, 1997.<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 95949}]
{"company-data": {"conformed-name": "FIRST OF AMERICA BANK CORP /MI/", "cik": "0000036703", "assigned-sic": "6021", "irs-number": "381971791", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25265", "film-number": "97581878"}, "business-address": {"street1": "211 S ROSE ST", "city": "KALAMAZOO", "state": "MI", "zip": "49007", "phone": "6163769000"}, "mail-address": {"street1": "211 SOUTH ROSE STREET", "city": "KALAMAZOO", "state": "MI", "zip": "49007"}, "former-company": {"former-conformed-name": "FIRST NATIONAL FINANCIAL CORP", "date-changed": "19780525"}}
Registration No. 33-__________

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                              FORM S-8
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 FIRST OF AMERICA BANK CORPORATION
       (Exact Name of Registrant as Specified in Its Charter)

         MICHIGAN                         38-1971791             
  (State of Incorporation)      (IRS Employer Identification No.)

                       211 South Rose Street
                     Kalamazoo, Michigan  49007
              (Address of Principal Executive Offices)

                 FIRST OF AMERICA BANK CORPORATION
                  DIRECTOR STOCK COMPENSATION PLAN
                      (Full Title of the Plan)

            Richard V. Washburn                   Copy to:
           Senior Vice President            David E. Riggs, Esq.
     First of America Bank Corporation        Howard & Howard
           211 South Rose Street              Attorneys, P.C.
        Kalamazoo, Michigan  49007               Suite 400
              (616) 376-9000               107 West Michigan Ave.
    (Name, Address and Telephone Number     Kalamazoo, Michigan 
           of Agent for Service)                   49007
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
        Title of                                         Maximum                 Maximum                Amount of
    Securities to be          Amount to be           Offering Price             Aggregate             Registration
       Registered              Registered               per Share            Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock,           100,000                 $ 59.75    (3)          $ 5,975,000      (3)    $  1,811        (3)
 $10 par value (1)       shares  (2)
------------------------------------------------------------------------------------------------------------------------
1    Also  includes  an  equal number  of  Rights  to  purchase
       shares  of  Registrant's  Series A   Junior  Participating
Preferred Stock, which  Rights are not (a) separable  from
       the shares of  Common Stock or (b) presently  exercisable.
  
  2    Plus  (in  accordance  with  Rule  416)  an  indeterminate
       number  of additional  shares as  may  be issuable  in the
       event of an adjustment as  a result of an increase  in the
       number of issued shares of Common Stock  of the Registrant
       resulting from a  subdivision of such shares, the  payment
       of stock  dividends or  certain other capital  adjustments
       as  provided   in  the  above-referenced  Director   Stock
       Compensation Plan. 

  3    Estimated in accordance  with Rules 457(h) and (c)  solely
       for  the  purpose   of  calculating  the  amount  of   the
       registration fee, based  on the  $59.75 average  of
       the  high and  low prices  reported  for the  Registrant's
       Common  Stock on the New York  Stock Exchange on April 14,
       1997.
Part II.  Information Required in the Registration Statement

  Item 3.  Incorporation of Documents by Reference

       The  following  documents filed  with  the Securities  and
  Exchange Commission (the  "Commission") by the Registrant (File
  No.  1-10534) pursuant to the Securities  Exchange Act of 1934,
  as  amended (the  "Exchange  Act"),  are incorporated  in  this
  Registration Statement by reference:

       (1)  the Registrant's Annual Report  on Form 10-K for  the
  year ended December 31, 1996; 

       (2)  the Registrant's  Current Reports  on Form  8-K dated
  January 15, 1997 and January 30, 1997;

       (3)  the   information   contained  in   the  Registrant's
  definitive Proxy  Statement dated  March 13,  1996 relating  to
  its  1997 annual  meeting of  shareholders  under the  headings
  "Certain Federal  Income Tax Consequences"  within the  section
  titled "(3) Approval of Director Stock Compensation Plan"; and

       (4)  the  description of  the Registrant's  Common  Stock,
  $10.00 par value,  and Series A Junior Participating  Preferred
  Stock Purchase Rights  which are contained in the  Registrant's
  Registration  Statements on  Form 8-A dated  April 30, 1990 and
  July 18, 1990,  respectively  filed  under  the  Exchange  Act,
  including any amendments or  reports filed  for the purpose  of
  updating such descriptions.  

       All  documents  filed   by  the  Registrant  pursuant   to
  Sections 13(a), 13(c), 14  or 15(d)  of the Exchange  Act after
  the  date of  this  Registration  Statement  and prior  to  the
  filing of a  post-effective amendment which indicates that  all
  securities  offered have  been sold  or  which deregisters  all
  securities  then  remaining  unsold  shall  be   deemed  to  be
  incorporated by reference  in this  Registration Statement  and
  to be a part hereof from the date of filing of such documents.

  Item 4.  Description of Securities

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel

       Not applicable. 

  Item 6.  Indemnification of Directors and Officers

       Sections  561  through   571  of  the  Michigan   Business
  Corporation  Act (the  "Act"), Article  X  of the  Registrant's
  Restated Articles of  Incorporation ("Articles") and Article  V
  of the  Registrant's Bylaws  relate to  indemnification of  the
  Registrant's  directors  and  officers,  among  others,   in  a
variety  of  circumstances  against   liabilities  arising   in
  connection  with  the   performance  of  their  duties.     The
  Registrant's    Articles    and   Bylaws    generally    permit
  indemnification to the same extent provided by the Act.  

       The  Act  provides for  indemnification  of  directors and
  officers acting in good faith  and in a manner  they reasonably
  believe to  be in or  not opposed to the  best interest of  the
  Registrant  (and,  if  a  criminal  proceeding,   who  have  no
  reasonable  cause to  believe  their  conduct to  be  unlawful)
  against  (i) expenses (including  attorney's fees)  and amounts
  paid   in  settlement  actually   and  reasonably  incurred  in
  connection  with any threatened, pending,  or completed action,
  suit  or proceeding (other than  an action by, or  in the right
  of  the  Registrant)   arising  out  of  a  position  with  the
  Registrant  (or with  some  other  entity at  the  Registrant's
  request)  and (ii)  expenses  (including attorney's  fees)  and
  amounts paid in settlement actually and  reasonably incurred in
  connection  with threatened,  pending, or  completed actions or
  suits  by  or  in  the  right  of  the  Registrant,  unless the
  director or  officer is found liable  to the  Registrant and an
  appropriate  court  does  not  determine  that  he  or  she  is
  nevertheless fairly and reasonably entitled to  indemnity.  The
  Act requires indemnification  for expenses to the extent that a
  director  or officer  is successful  in  defending against  any
  such  action, suit  or proceeding,  and  otherwise requires  in
  general  that the indemnification provided  for in (i) and (ii)
  above be made  only on a determination by  a majority vote of a
  quorum of the  Board of Directors  who were  not parties to  or
  threatened  to  be  made  parties  to  the   action,  suit,  or
  proceeding, by a majority vote of a committee  of not less than
  two disinterested directors, by  independent legal counsel,  by
  all  independent directors not parties  to or  threatened to be
  made  parties to  the  action, suit  or  proceeding, or  by the
  shareholders, that  the  applicable standards  of conduct  were
  met.    In  certain  circumstances,  the  Act  further  permits
  advances to  cover such expenses  before a final  determination
  that  indemnification  is  permissible,  upon   receipt  of  an
  undertaking,  which need not be secured, by or on behalf of the
  directors  or officers  to repay  such amounts unless  it shall
  ultimately  be   determined   that   they   are   entitled   to
  indemnification. 

       Indemnification under  the Act is  not exclusive of  other
  rights to  indemnification to  which a  person may be  entitled
  under the Articles, the Bylaws or a contractual agreement.

       The Act  permits the Registrant  to purchase insurance  on
  behalf  of  its  directors  and  officers  against  liabilities
  arising  out of their positions with the Registrant, whether or
  not   such   liabilities   would   be   within  the   foregoing
  indemnification provisions.   Pursuant  to this authority,  the
  Registrant maintains such insurance on behalf  of its directors
  and officers.
Item 7.  Exemption from Registration Claimed

       Not applicable.

  Item 8.  Exhibits

       The  following  Exhibits  are  filed  or  incorporated  by
  reference as part of this Registration Statement:

  4.   (a)  Restated  Articles  of   Incorporation  of  First  of
            America  Bank Corporation  (incorporated by reference
            to  Exhibit (3) to  the Registrant's Quarterly Report
            Form 10-Q (File  No. 1-10534) for  the quarter  ended
            September 30, 1992).  

       (b)  Bylaws   of  First   of   America   Bank  Corporation
            (incorporated  by reference  to  Exhibit (3)  to  the
            Registrant's Quarterly  Report on Form 10-Q (File No.
            1-10534) for the quarter ended March 31, 1996).  

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

  5.   Opinion and Consent of Howard & Howard Attorneys, P.C.

  15.  Not applicable.

  23.  (a)  Consent of KPMG Peat Marwick LLP.

       (b)  Consent   of   Howard &   Howard   Attorneys,    P.C.
            (incorporated  by  reference  to  Exhibit 5  to  this
            Registration Statement).

  24.  Not applicable.

  99.  First   of  America   Bank   Corporation   Director  Stock
       Compensation Plan, as amended, February 19, 1997.

  Item 9.  Undertakings

       (a)  The undersigned Registrant hereby undertakes:

            (1)  to file,  during any period  in which offers  or
                 sales   are   being   made,   a   post-effective
                 amendment to this Registration Statement:

                 (i)  to  include  any  prospectus  required   by
                      Section 10(a)(3)  of the  Securities Act of
                      1933;
(ii) to reflect in  the prospectus any facts  or
                      events arising after the effective  date of
                      the  Registration  Statement (or  the  most
                      recent  post-effective  amendment  thereof)
                      which,  individually  or in  the aggregate,
                      represent  a  fundamental  change  in   the
                      information  set forth  in the Registration
                      Statement; 

                (iii) to  include  any material  information with
                      respect  to the  plan of  distribution  not
                      previously  disclosed in  the  registration
                      statement or  any material  change to  such
                      information in the  Registration Statement;

            provided,  however,  that  paragraphs  (a)(1)(i)  and
            (a)(1)(ii) do not apply  if the information  required
            to  be  included  in a  post-effective  amendment  by
            those  paragraphs is  contained in  periodic  reports
            filed by  the registrant  pursuant to  Section 13  or
            Section   15(d)  of   the  Exchange   Act  that   are
            incorporated   by  reference   in  this  Registration
            Statement. 

            (2)  that,  for   the  purpose  of  determining   any
                 liability  under  the  Securities  Act of  1933,
                 each  such  post-effective  amendment  shall  be
                 deemed  to  be  a  new   registration  statement
                 relating  to the securities offered therein, and
                 the  offering of  such securities  at that  time
                 shall  be deemed  to  be  the initial  bona fide
                 offering thereof;

            (3)  to  remove  from  registration  by  means  of  a
                 post-effective  amendment any  of the securities
                 being registered  which  remain  unsold  at  the
                 termination of the offering.

       (b)  The  undersigned  Registrant hereby  undertakes that,
            for  purposes of determining any  liability under the
            Securities Act  of 1933 (the  "Securities Act"), each
            filing of the Registrant's annual  report pursuant to
            Section 13(a) or  15(d)  of  the Exchange  Act  (and,
            where applicable, each filing of  an employee benefit
            plan's  annual report  pursuant  to  Section 15(d) of
            the  Exchange Act) that  is incorporated by reference
            in this Registration Statement shall be  deemed to be
            a  new   registration  statement   relating  to   the
            securities offered therein, and the  offering of such
            securities at that  time shall  be deemed  to be  the
            initial bona fide offering thereof.
(h)  Insofar  as  indemnification for  liabilities arising
            under  the  Securities   Act  may  be   permitted  to
            directors, directors  and controlling  persons of the
            Registrant pursuant to the  foregoing provisions,  or
            otherwise,  the Registrant  has been  advised that in
            the opinion  of the  Commission, such indemnification
            is  against   public  policy  as   expressed  in  the
            Securities Act and is, therefore,  unenforceable.  In
            the event that  a claim  for indemnification  against
            such  liabilities  (other than  the  payment  by  the
            Registrant  of  expenses  incurred   or  paid  by   a
            director,  officer,  or  controlling  person  of  the
            Registrant  in the successful defense  of any action,
            suit or proceeding) is asserted by director,  officer
            or  controlling   person  in   connection  with   the
            securities  being  registered, the  Registrant  will,
            unless in the  opinion of its counsel the  matter has
            been  settled by controlling  precedent, submit  to a
            court   of  appropriate   jurisdiction  the  question
            whether such indemnification  by it is against public
            policy as  expressed in the  Securities Act and  will
            be governed by the final adjudication  of such issue.
SIGNATURE

       Pursuant  to the  requirements of  the  Securities Act  of
  1933, the Registrant  certifies that it has reasonable  grounds
  to believe that it meets all of the requirements for  filing on
  Form S-8 and has  duly caused this Registration Statement to be
  signed  on  its  behalf  by  the  undersigned,  thereunto  duly
  authorized, in  the City  of Kalamazoo, State  of Michigan,  on
  April 16, 1997.

                      FIRST OF AMERICA BANK CORPORATION

                      By:  /s/ RICHARD V. WASHBURN
                           Richard V. Washburn
                           Senior Vice President and Secretary

                     POWER OF ATTORNEY

       The  undersigned  officers   and  directors  of  First  of
  America Bank  Corporation,  a Michigan  corporation, do  hereby
  constitute and appoint Richard F. Chormann,  Thomas W. Lambert,
  and   Richard  V.  Washburn,  and  each  of  them,  the  lawful
  attorneys  and agents  or attorney  and  agent, with  power and
  authority  to do any and all acts and things and to execute any
  and all  instruments which said  attorneys and agents, and  any
  one  of  them,  determine  may  be necessary  or  advisable  or
  required  to  enable  said  corporation  to   comply  with  the
  Securities  Act  of  1933,  as   amended,  and  any  rules   or
  regulations or  requirements  of  the Securities  and  Exchange
  Commission in  connection  with  this  Registration  Statement.
  Without  limiting the  generality of  the  foregoing power  and
  authority, the powers  granted include the power and  authority
  to sign the names  of the undersigned officers and directors in
  the capacities indicated below to this Registration  Statement,
  to  any  and  all  amendments,  both  pre-effective  and  post-
  effective, and supplements  to this Registration  Statement and
  to any and all instruments or documents filed as  part of or in
  conjunction with this Registration  Statement or amendments  or
  supplements  thereto,  and  each  of  the   undersigned  hereby
  ratifies  and confirms  all that  said attorneys  and agents or
  any of them  shall do  or cause to  be done  by virtue  hereof.
  This Power of Attorney may be signed in several counterparts.

       IN WITNESS WHEREOF,  each of the undersigned has  executed
  this Power of Attorney as of the 16th day of April, 1997.

       Pursuant  to the  requirements of  the  Securities Act  of
  1933,  this  Registration  Statement has  been  signed  by  the
  following persons  in the capacities indicated  on the 16th day
  of April, 1997.
/S/  RICHARD F. CHORMANN        Director, Chairman and 
     Richard F. Chormann        Chief Executive Officer
                                (Principal Executive Officer)

/S/  THOMAS W. LAMBERT          Executive Vice President and      
     Thomas W. Lambert          Chief Financial Officer 
                                (Principal Financial Officer
                                and Principal Accounting
                                Officer)

/S/  JON E. BARFIELD            Director
     Jon E. Barfield

/S/  JOHN W. BROWN              Director
     John W. Brown

/S/  JOSEPH J. FITZSIMMONS      Director
     Joseph J. Fitzsimmons

/S/  JOEL N. GOLDBERG           Director
     Joel N. Goldberg

/S/  CLIFFORD L. GREENWALT      Director
     Clifford L. Greenwalt        
     
/S/  ROBERT L. HETZLER          Director   
     Robert L. Hetzler

/S/  DOROTHY A. JOHNSON         Director
     Dorothy A. Johnson

/S/  MARTHA MAYHOOD MERTZ       Director
     Martha Mayhood Mertz

/S/  DANIEL R. SMITH            Director
     Daniel R. Smith

/S/  LEY S. SMITH               Director
     Ley S. Smith

/S/  JAMES S. WARE              Director
     James S. Ware
EXHIBIT INDEX

  Number

  5      Opinion of Howard &  Howard  Attorneys,  P.C., including
         Consent

  23(a)  Consent of KPMG Peat Marwick LLP

  99     First  of  America   Bank  Corporation   Director  Stock
         Compensation Plan, as amended February 19, 1997
HOWARD & HOWARD ATTORNEYS, P.C.

                     April 16, 1997

  First of America Bank Corporation
  211 South Rose Street
  Kalamazoo, Michigan  49007

  Attention:  Richard V. Washburn

  Greetings:

       We  have  acted  as  counsel  to  First  of  America  Bank
  Corporation (the "Company") in connection with the  preparation
  and  filing  of  a  registration  statement  on  Form  S-8 (the
  "Registration  Statement") under  the  Securities Act  of 1933,
  registering  an  additional 100,000  shares  of  the  Company's
  Common Stock,  par value $10 per  share, issuable  as awards of
  common stock  or restricted  stock  or upon  exercise of  stock
  options  granted  to  directors or  other  persons  serving  in
  advisory  positions for  the  Company or  a subsidiary  of  the
  Company  pursuant to  the  First  of America  Bank  Corporation
  Director Stock Compensation  Plan (the "Plan"), which Plan  was
  adopted by resolution of  the Board of Directors of the Company
  (the "Board")  on February 21, 1996,  amended by  the Board  on
  February 19,  1997 and  approved by  shareholders on  April 16,
  1997. 

       We  have  examined  originals  or   copies,  certified  or
  otherwise  identified to  our  satisfaction, of  such corporate
  records,   certifies,  and   other   documents   and  conducted
  interviews  with  officers  as   we  considered  necessary   or
  appropriate for the purpose of this opinion.

       It is  our opinion that the  Common Stock  of the Company,
  when issued  as provided in the  Plan, will  be legally issued,
  fully paid, and non-assessable.

       We  hereby  consent  to the  filing  of  this  opinion  as
  Exhibit 5 to the Registration Statement.

       This opinion  is rendered pursuant  to Item 8 of  Form S-8
  and Item 601  of Regulation S-K and may  be relied upon only by
  the Company and the Securities and Exchange  Commission and may
  not be  used, quoted or referred to and/or filed with any other
  person without our prior written permission.

                 Very truly yours,

                 HOWARD & HOWARD ATTORNEYS, P.C.

                 /s/ MELANIE MAYO WEST
                 Melanie Mayo West
Exhibit 23(a)

  The Board of Directors
  First of America Bank Corporation:

       We  consent  to  the incorporation  by  reference  in  the
  Registration  Statement on  Form S-8  of First of  America Bank
  Corporation,  of  our  report dated  January 14,  1997  on  the
  consolidated  financial statements  of  First of  America  Bank
  Corporation,  as of December 31, 1996  and 1995 and for each of
  the  years in  the three year  period ended  December 31, 1996,
  which report is  included in the 1996 Annual Report on Form 10-
  K of First of America Bank Corporation. 

                      /s/ KPMG Peat Marwick LLP  
                      KPMG PEAT MARWICK LLP

  Chicago, Illinois
  April 16, 1997
EXHIBIT 99

                 FIRST OF AMERICA BANK CORPORATION
                  DIRECTOR STOCK COMPENSATION PLAN

                         SECTION I - PLAN

  1.1  Plan.  First of America Bank Corporation, a Michigan
       corporation, established the Director Deferred
       Compensation Plan effective April 1, 1996 for the purpose
       of providing a means for Directors of the Company and
       Participating Companies to accumulate savings through
       deferral of the payment of their Director's Fees, and to
       defer the taxation of such fees.  The amended and
       restated Plan, renamed the First of America Bank
       Corporation Director Stock Compensation Plan, will become
       effective on the date of its adoption by the Board,
       provided that the Plan is approved by shareholders of the
       Company (excluding holders of shares of Stock, Restricted
       Stock or  Stock Options  issued by the Company under this
       Plan) within twelve months after that date.  If the Plan
       is not approved by the shareholders of the Company, any
       Stock, Restricted Stock or Stock Options granted under
       this Plan will be rescinded and void.  Deferrals made
       previously under the Director Deferred Compensation Plan,
       as well as Phantom Stock credits made under this Plan,
       will, however, continue to be valid in such event.  This
       Plan will remain in effect until it is terminated by the
       Board under Section 13.3 hereof.

  1.2  Purpose.  In addition to the original intent of the
       Director Deferred Compensation Plan, the amended and
       restated Plan has the purpose of advancing the interests
       of the Company and its shareholders by helping the
       Company attract and retain the services of highly
       qualified Directors, upon whose judgment, initiative and
       efforts the Company is substantially dependent.  The Plan
       also has the objective of paying a portion of Director's
       Fees in Equity Compensation to encourage Stock ownership
       by such Directors and to further align their interests
       with those of other shareholders.

                   SECTION II - 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)  "1934 Act" means the Securities Exchange Act of
            1934, as amended.

       (b)  "Beneficiary" means any person who is entitled to
            receive Phantom Stock Account distributions, Stock
            Options or  Restricted Stock under this Plan after
the death of a Director pursuant to Section 11.1.

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

       (d)  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 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 (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.

       (e)  "Code" means the Internal Revenue Code of 1986, as
            amended. 

       (f)  "Committee" means the Nominating and Compensation
            Committee of the Company's Board of Directors.

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

       (h)  "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.

       (i)  "Deferring Director" means a Director or former
            Director for whom a Phantom Stock Account has been
            established under the Plan.

       (j)  "Designated Committee" means the Company's Unified
            Audit Committee, the Company's Unified Trust
            Committee and any other committee advisory board
            designated by the Committee to be subject to the
            provisions of this Plan.

       (k)  "Designated Equity Compensation" means the
            percentage or amount of Director's Fees established
            by the Committee, which will be payable in a form of
            Equity Compensation.

       (l)  "Director" means a member of the Board of Directors
            or a member of the board of directors of a
            Participating Company, who is entitled to receive
            Director's Fees.  Solely for purposes of this Plan,
the term "Director" shall also include any person
            serving on a Designated Committee.

       (m)  "Director's Fees" means the board and committee
            meeting fees and the board and committee retainer
            fees, including fees to serve as a chairperson of a
            board or committee or any other fees, payable to
            Directors for their service as Directors, as
            established by the Company or a Participating
            Company.

       (n)  "Disability" has the same meaning as "permanent and
            total disability," as defined in Section 22(e)(3) of
            the Code.

       (o)  "Entry Date" means the first day of each Plan Year
            or the first day of service as a Director.

       (p)  "Equity Compensation" means compensation in the form
            of Stock, Restricted Stock, Phantom Stock, or Stock
            Options.

       (q)  "Fair Market Value" means as of the date in
            question, the market price per share of Stock
            determined by the Committee 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.

       (r)  "Optional Equity Compensation" means the percentage
            or amount of Director's Fees other than the
            Designated Equity Compensation.

       (s)  "Option Price" with respect to any particular Stock
Option means the exercise price at which the
            Optionee may acquire a share of Option Stock called
            for under such Stock Option.  

       (t)  "Option Stock" means Stock issued or issuable by the
            Company pursuant to the valid exercise of a Stock
            Option.

       (u)  "Optionee" means a Director to whom a Stock Option
            is granted hereunder, and any transferee of such
            Stock Option received pursuant to a transfer
            authorized under this Plan.

       (v)  "Participating Company" means any wholly owned
            subsidiary of the Company, any wholly owned
            subsidiary of such a subsidiary, or any other
            company designated by the Company.

       (w)  "Pension Plan" means the First of America Bank
            Corporation Employees' Retirement Plan.

       (x)  "Phantom Stock" means a share equivalent whose value
            is based upon the value of one share of Stock.

       (y)  "Phantom Stock Account" means any bookkeeping
            account established for maintaining Phantom Stock
            credits under this Plan.

       (z)  "Plan" means the First of America Bank Corporation
            Director Stock Compensation Plan, formerly known as
            the First of America Bank Corporation Director
            Deferred Compensation Plan, as herein set forth.

       (aa) "Plan Year" means the period commencing each year on
            the day of that year's Annual Meeting of
            Shareholders of the Company and ending the following
            year on the day prior to that year's Annual Meeting
            of Shareholders.

       (ab) "Restricted Stock" means Stock issued by the Company
            which is subject to the restrictions imposed in
            Section 4.5 of this Plan.

       (ac) "Restricted Stock Agreement" means an agreement
            between the Company and a Director to evidence the
            terms and conditions of the issuance of Restricted
            Stock hereunder.  

       (ad) "Restricted Stockholder" means a Director to whom
            any Restricted Stock is issued hereunder, and any
            transferee of such Stock received pursuant to a
            Transfer required by law.

       (ae) "Retirement" means Separation from Service, as a
Director on a board or Designated Committee after
            attaining age 60.

       (af) "Separation from Service" means the cessation of
            service as a Director for any reason.  If a Director
            serves on more than one board or Designated
            Committee of the Company or Participating Companies,
            a Separation from Service shall not be deemed to
            have occurred until the cessation of service as a
            Director on all such boards or Designated
            Committees.

       (ag) "Stock" means the Company's common stock.

       (ah) "Stock Option" means a right granted pursuant to
            this Plan entitling the Optionee to acquire one
            share of Stock issued by the Company.

       (ai) "Stock Option Agreement" means an agreement between
            the Company and a Director to evidence the terms and
            conditions of the issuance of Stock Options
            hereunder.

       (aj) "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.

       (ak) "Valuation Date" means June 30th, September 30th,
            December 31st, March 31st of each Plan Year and such
            other dates as are designated by the Board or
            Committee to value the Phantom Stock Accounts of
Deferring Directors under this Plan.

       (al) "Voting Stock" means those shares of the Company
            entitled to vote generally in the election of
            directors.

                   SECTION III - PLAN FEATURES

  3.1  Designated Equity Compensation.  At least 45 days prior
       to the commencement of each Plan Year, the Committee may
       establish the Designated Equity Compensation for all
       Director's Fees and the forms of Equity Compensation
       which may be elected by Directors for payment of such
       Designated Equity Compensation.  In no event shall the
       Designated Equity Compensation for the Board be less than
       50% of Board retainer fees.  The Designated Equity
       Compensation determinations and forms of available Equity
       Compensation approved by the Committee for previous years
       remain in effect unless changed in accordance with this
       Section 3.1.  Pursuant to Section 4.1, Directors will
       elect the desired form or forms of available Equity
       Compensation payable.  If the Board does not establish
       Designated Equity Compensation for a type of Director's
       Fees, the Designated Equity Compensation for such fees
       will be zero, except in the case of Board retainer fees
       where the Designated Equity Compensation will be 50% of
       such fees.

  3.2  Optional Equity Compensation.  With respect to the
       Optional Equity Compensation, unless the Committee
       determines otherwise at least 45 days prior to the
       commencement of each Plan Year, Directors may elect to
       receive Stock, Phantom Stock or Stock Options instead of
       cash, pursuant to Section 5.2.  The limitations on the
       forms of available Optional Equity Compensation approved
       by the Committee for previous years remain in effect
       unless changed in accordance with Section 3.2.

  3.3  Shares Reserved Under the Plan.  Subject to Sections 13.2
       and 13.4 of this Plan, the aggregate number of shares of
       Stock, including Option Stock and Restricted Stock, that
       may be issued and outstanding pursuant to the granting of
       Stock, the exercise of Stock Options and the granting of
       Restricted Stock under this Plan (the "Stock Pool") will
       not exceed 100,000 shares.  Also subject to Sections 13.2
       and 13.4, the aggregate number of shares of Stock,
       including Option Stock and Restricted Stock that may be
       issued under this Plan to any individual will not exceed
       10,000 shares.  Shares of Restricted Stock that are
       forfeited, as described in subsection 6.1(c) and shares
       of Option Stock withheld as payment of an Option Price
       and/or tax withholding liability as described in
       subsection 7.1(d) may be added back into the Stock Pool
       and reissued.  Shares of Option Stock that would have
been issuable pursuant to Stock Options, but that are no
       longer issuable because all or part of those Stock
       Options have terminated or expired may also be added back
       into the Stock Pool to be available for issuance.  The
       Company may purchase shares on the open market or issue
       authorized shares but unissued shares to satisfy its
       obligations under the Plan.

            SECTION IV - DESIGNATED EQUITY COMPENSATION

  4.1  Timing of Designated Elections.  If an election is
       required for an upcoming Plan Year, at least 30 days
       prior to the first day of such Plan Year, a Director
       shall make a written election as to the form or forms of
       available Equity Compensation desired for payment and/or
       deferral of the Designated Equity Compensation (the
       "Designated Election").  If a Director is elected or
       appointed after the first payment of Director's Fees in a
       Plan Year, the Director's Designated Election must be
       made prior to the effective date of such election or
       appointment.

  4.2  Method of Designated Election.  Except as the Committee
       may otherwise provide, Directors may choose more than one
       form of available Equity Compensation for payment and/or
       deferral of the Designated Equity Compensation.  As long
       as a Director's Designated Election is consistent with
       the available forms of Equity Compensation, unless the
       Director notifies the Committee of a change, the
       Director's Designated Election shall remain in effect
       until Separation from Service.  If a Director's
       Designated Election is not consistent with the available
       forms of Equity Compensation, the Director must make a
       new Designated Election in accordance with Section 4.1. 
       If a Director fails to make a necessary Designated
       Election with respect to all or a portion of the
       Director's Designated Equity Compensation, payment of
       such amount will be made in Stock pursuant to Section
       4.4, unless Stock is not an available form of Designated
       Equity Compensation in the Plan Year, in which case the
       Committee shall determine the form of payment.  If a
       Director serves on more than one board or Designated
       Committee of the Company or Participating Companies, a
       separate election shall be required for the Director's
       Fees for each such board or Designated Committee.

  4.3  Change in Designated Election.  Any change in a
       Director's Designated Election will not take effect until
       a subsequent Entry Date.  All changes must be made in
       accordance with Section 4.1.  In the event of a change in
       the Director's Fees, the amount of Stock, Restricted
       Stock, Phantom Stock or Stock Options to be received will
       be adjusted proportionately as soon as practicable with
       respect to such changed Director's Fees, without action
by the Director.

  4.4  Stock.  If a Director receives or elects to receive Stock
       in payment of the Designated Equity Compensation, the
       Company shall determine the number of shares of Stock
       with a Fair Market Value equal to the Designated Equity
       Compensation of the Director's Fees as of the date on
       which any Director's Fees become payable.  For a
       participant in the First of America Shareholders
       Investment Plan, whole and fractional shares will be
       added to the Director's account under that plan as soon
       as practicable after such date.  For any other Director,
       shares in an amount rounded to the nearest whole share
       will be delivered to the Director or an account
       designated by the Director.

  4.5  Restricted Stock.  If a Director receives or elects to
       receive Restricted Stock in payment of the Designated
       Equity Compensation, as of any date on which Director's
       Fees become payable to that Director, the Company shall
       issue to the Director and hold in escrow pursuant to
       subsection 6.1(d)(iii) a number of shares of Restricted
       Stock equal to the number of shares of Stock, rounded to
       the nearest whole share, which would be issuable to the
       Director under Section 4.4.

  4.6  Phantom Stock.  If a Director receives or elects to
       receive Phantom Stock for deferral of the Designated
       Equity Compensation, the Director's Phantom Stock Account
       shall be credited with a number of whole and fractional
       units of Phantom Stock equal to the number of whole and
       fractional shares of Stock which would be issuable under
       Section 4.4, as of any date on which Director's Fees
       become payable to that Director.  In addition, as actual
       dividends are paid on Stock, Phantom Stock Accounts will
       be credited with a number of whole and fractional units
       of Phantom Stock as if the same dividends were paid on
       Phantom Stock and immediately reinvested in Phantom
       Stock.  Dividend credits will be made based on the number
       of units of Phantom Stock credited to a Phantom Stock
       Account as of the dividend record date for Stock.

  4.7  Stock Options.  If a Director receives or elects to
       receive Stock Options in payment of the Designated Equity
       Compensation, as of any date on which Director's Fees
       become payable to that Director, the Director shall
       receive a number of Stock Options based on the following
       formula:

            [Number of whole and fractional shares of Stock
            which would be issuable under Section 4.4]
            multiplied by [Multiplier]

            The "Multiplier" referred to above shall be
established by the Committee annually 45 days prior to
       the beginning of each Plan Year, but may be changed as
       frequently as the Committee deems appropriate.  The value
       of the Multiplier shall be determined based on a
       reasonable option valuation method such that the value of
       the Stock Options granted reasonably approximates the
       equivalent value of the Director's Fees payable in Stock
       Options, but shall in no event exceed ten (10).

               SECTION V - OPTIONAL EQUITY COMPENSATION

  5.1  Participation.  Unless a Director has made an election in
       accordance with Section 5.2 to receive all or any portion
       of Optional Equity Compensation in Stock, Phantom Stock
       and/or Stock Options (the "Optional Election"), on any
       date on which Director's Fees become payable to a
       Director, he or she will be paid in cash an amount equal
       to the Optional Equity Compensation.  Any Optional
       Election becomes effective as of the first Entry Date
       coincident with or following the Director's appointment
       or election as a Director.  If the Director declines to
       make an Optional Election at the initial Entry Date, the
       Director may make an Optional Election effective upon any
       subsequent Entry Date.

  5.2  Timing of Optional Elections.  At least 30 days prior to
       the first day of a Plan Year, unless the Committee
       determines otherwise pursuant to Section 3.2, a Director
       may make an Optional Election by giving written notice
       authorizing payment of Optional Equity Compensation in
       Stock, Stock Options and/or deferral of Optional Equity
       Compensation through receipt of Phantom Stock.  If a
       Director is elected or appointed after the first payment
       of Director's Fees in a Plan Year, the Director's
       Optional Election must be made prior to the effective
       date of such election or appointment.

  5.3  Method of Optional Election.  Except as the Committee may
       otherwise provide, Directors may choose more than one
       form of Equity Compensation for payment and/or deferral
       of the Optional Equity Compensation.  Unless the Director
       notifies the Committee of a change, the Director's Option
       Elections shall remain in effect until Separation from
       Service.  If a Director serves on more than one board or
       Designated Committee of the Company or Participating
       Companies, a separate Optional Election shall be required
       for the Director's Fees for each such board or Designated
       Committee.

  5.4  Change in Optional Election.  Any change in a Director's
       Optional Election will not take effect until a subsequent
       Entry Date.  All changes must be made in accordance with
       Section 5.3.  In the event of a change in the Director's
       Fees, the amount of Stock, Stock Options or Phantom Stock
to be received will be adjusted proportionately as soon
       as practicable with respect to such changed Director's
       Fees, without action by the Director.

  5.5  Stock.  If a Director elects to receive Stock in payment
       of the Optional Equity Compensation of certain Director's
       Fees, the Company shall determine the number of shares of
       Stock with a Fair Market Value equal to the Optional
       Equity Compensation of such Director's Fees as of the
       date on which any Director's Fees become payable.  For a
       participant in the First of America Shareholders
       Investment Plan, whole and fractional shares will be
       added to the Director's account under that plan as soon
       as practicable after such date.  For any other Director,
       shares in an amount rounded to the nearest whole share
       will be delivered to the Director or an account
       designated by the Director.

  5.6  Phantom Stock.  If a Director elects to receive Phantom
       Stock for deferral of the Optional Equity Compensation,
       the Director's Phantom Stock Account shall be credited
       with a number of whole and fractional shares of Phantom
       Stock equal to the number of whole and fractional units
       of Stock which would be issuable under Section 5.5, as of
       any date on which Director's Fees become payable to that
       Director.  In addition, as actual dividends are paid on
       Stock, Phantom Stock Accounts will be credited with a
       number of whole and fractional units of Phantom Stock as
       if the same dividends were paid on Phantom Stock and
       immediately reinvested in Phantom Stock.  Dividend
       credits will be made based on the number of units of
       Phantom Stock credited to a Phantom Stock Account as of
       the dividend record date for Stock.

  5.7  Stock Options.  If a Director elects to receive Stock
       Options in payment of the Optional Equity Compensation,
       as of any date on which Director's Fees become payable to
       that Director, the Director shall receive a number of
       Stock Options based on the following formula:

            [Number of whole and fractional shares of Stock
            which would be issuable under Section 5.5]
            multiplied by [Multiplier]

            The "Multiplier" referred to above shall be
       established by the Committee annually 45 days prior to
       the beginning of each Plan Year, but may be changed as
       frequently as the Committee deems appropriate.  The value
       of the Multiplier shall be determined based on a
       reasonable option valuation method such that the value of
       the Stock Options granted reasonably approximates the
       value of the Director's Fees payable in Stock Options,
       but shall in no event exceed ten (10).
SECTION VI - RESTRICTED STOCK

  6.1  Terms of Restricted Stock Agreements.  All issuances of
       Restricted Stock made in a single Plan Year pursuant to
       this Plan will be evidenced by one Restricted Stock
       Agreement between the Company and the Director to whom
       such Restricted Stock is issued, in form and substance
       satisfactory to the Committee in its sole discretion,
       consistent with this Plan.  The terms of a Restricted
       Stock Agreement shall apply equally to all issuances of
       Restricted Stock made in the Plan Year to which the
       Restricted Stock Agreement relates except that Restricted
       Stock Vesting Periods will differ based on timing of each
       issuance.  Without limiting the foregoing, the following
       terms and conditions will be considered part of each
       Restricted Stock Agreement (unless otherwise stated
       therein):

       (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 the Director's status as a Director
            of the Company or a Participating Company or member
            of a Designated Committee.

       (b)  Restricted Stock Vesting Periods.  Except as
            otherwise provided herein, the period or periods of
            time during which shares of Restricted Stock will be
            subject to the restrictions imposed under this Plan
            or any other restrictions  (the "Restricted Stock
            Vesting Period") shall be specified in the
            Restricted Stock Agreement.  Restricted Stock
            Vesting Periods shall be determined by the Committee
            in its discretion, but shall not 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, 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 a Director for any reason.

       (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 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 6.1(d), or exercise any
                 other legal or equitable remedy.

           (iii) Escrow.  All shares of Restricted Stock issued
                 pursuant to this Plan will be held in escrow by
                 the Company 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 the Director's designee) is appointed as
                 the escrow holder with the authority to take
                 all such actions and to effectuate all such
                 Transfers and/or releases as are in accordance
                 with the terms of this Plan 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 6.1(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.

                    SECTION VII - STOCK OPTIONS

  7.1  Terms of Stock Option Agreements.  All Stock Options
       granted in a single Plan Year pursuant to this Plan will
       be evidenced by one Stock Option Agreement between the
       Company and the Director to whom such Stock Option is
       granted, in form and substance satisfactory to the
       Committee in its sole discretion, consistent with this
       Plan.  The terms of a Stock Option Agreement shall apply
       equally to all grants of Stock Options made in the Plan
       Year to which the Stock Option Agreement relates, except
       that Option Prices will differ based on the timing of
       each grant.  Without limiting the foregoing, the
       following terms and conditions will be considered a part
       of each Stock Option Agreement (unless otherwise stated
       therein):

       (a)  Covenants of Optionee.  Nothing contained in this
            Plan, any Stock Option Agreement or in any other
            agreement executed in connection with the granting
            of a Stock Option under this Plan will confer upon
            any Optionee any right with respect to the
            continuation of the Director's status as a Director
            of the Company or a Participating Company or member
            of a Designated Committee.

       (b)  Stock Option Vesting.  Except as otherwise provided
            herein, the Committee in its discretion may specify
            a period of time within which each Stock Option will
            vest and first become exercisable.  All Stock
            Options granted without specific vesting provisions,
            or as Optional Equity Compensation, shall be fully
            and immediately vested and exercisable as of the
            date of their grant.
(c)  Exercise of the Stock Option

            (i)  Mechanics and Notice.  Stock Options may be
                 exercised to the extent exercisable by giving
                 written notice to the Company specifying the
                 number of Stock Options to be exercised, the
                 date of the grant of the Stock Option or Stock
                 Options to be exercised, the Option 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 withholding
                 taxes due.  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 a Stock Option granted under this
                 Plan, the Optionee will pay to the Company in
                 cash, through share netting as described in
                 subsection 6.1(d), 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 6.1(c)(ii), "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.

           (iii) Payment of Option Price.  Each Stock Option
                 Agreement will specify the Option Price, with
                 respect to the exercise of Stock Options
                 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, or such other method as
                 determined by the Committee in its discretion. 
                 In no event will the Option Price for a Stock
                 Option granted hereunder be less than the Fair
                 Market Value of the Option Stock at the time
                 such Stock Option 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.
(d)  Share Netting.  The Optionee may pay all or a
            portion of the Option Price and/or the tax
            withholding liability, if applicable, with respect
            to the exercise of a Stock Option by withholding
            shares of Option Stock ("share netting"), provided
            that the Committee determines that the Fair Market
            Value of such netted 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.

       (e)  Termination of the Stock Option.  Except as
            otherwise provided herein, each Stock Option
            Agreement will specify the period of time, not to
            exceed ten years, to be determined by the Committee
            in its discretion, during which the Stock Option
            granted therein will be exercisable (the "Option
            Period").  To the extent not previously exercised,
            each Stock Option will terminate upon the expiration
            of the Option Period specified in the Stock Option
            Agreement; provided, however, that, subject to the
            discretion of the Committee, each Stock Option will
            terminate, if earlier:  (a) six months after the
            date of the Optionee's Separation from Service for
            any reason, other than death, Disability, or
            Retirement; or (b) five years after the date of the
            Optionee's Separation from Service by reason of such
            person's death, Disability or Retirement.

            (i)  Limited Stock Appreciation Rights. 
                 Notwithstanding any other provision of this
                 Agreement, and except as provided in
                 subsection 6.1(e)(i)b, below, each Stock 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 Stock
                 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 Stock
                 Option relates.

                 a.   For purposes of subsection 6.1(e)(i) 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 shareholders
                      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.

                 b.   The Board 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 6.1(e)(i) do not prevent the
                      Change in Control from being accounted for
                      as a pooling of interests.  If the Board
                      does not receive the required opinion, it
                      may declare subsection 6.1(e)(i) to be
                      nullified.  In such case, all previously
                      vested Stock Options shall continue to be
                      fully exercisable, and all unvested Stock
                      Options shall become immediately and fully
                      exercisable, upon the Change in Control
                      pursuant to the terms of this Plan.

       (f)  Modification of Stock Options.  Subject to the terms
            and conditions and within the limitations of this
            Plan, the Committee may modify outstanding Stock
            Options granted under this Plan, but in no event may
            the Committee change the Option Price as stated in
            the Stock 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 Stock
            Option Agreement, if expressed as a percentage of
            Fair Market Value at the time of the grant, a market
            or peer group index or otherwise.  Notwithstanding
            the foregoing, no modification of any Stock Option
            will, without the consent of the holder of the Stock
            Option, alter or impair any rights or obligations
            under any Stock Option previously granted under this
            Plan.

       (g)  Transferability of Stock Options.  Stock Options
            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 with Section 704 of the Code.  Stock
            Options will be exercisable only by the Optionee
            during the Director's lifetime, or, by any of the
recipients of the Transfers specifically permitted
            by this subsection 6.1(g).

       (h)  Compliance with Law.  Notwithstanding any other
            provision of this Plan, Stock 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 a Stock Option will be
            further subject to the requirement that if at any
            time the Committee or legal counsel of the Company
            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 Stock Option or
            the purchase of shares of Option Stock, the Stock
            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.

       (i)  Stock Certificates.  Certificates representing the
            Option Stock issued pursuant to the exercise of
            Stock 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 6.1(i) have been complied with.

       (j)  Other Provisions.  The Stock 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 Stock Options granted hereunder, not
            inconsistent with this Plan, as may be determined by
            the Committee in its sole discretion.

          SECTION VIII - PHANTOM STOCK (DEFERRED COMPENSATION)

  8.1  Phantom Stock Deferrals.  Pursuant to Section 4.6, each
       Director may defer all or a part of the Designated Equity
       Compensation of one or more types of Director's Fees by
       electing to receive Phantom Stock instead of such fees,
       if Phantom Stock is an available form of Equity
       Compensation for the Plan Year.  Pursuant to Section 5.6,
       each Director may defer all or a part of the Optional
Equity Compensation of one or more types of Director's
       Fees by electing to receive Phantom Stock instead of cash
       payment of such fees.  

  8.2  Effect of Deferral.  To the extent the Company is
       required to withhold taxes or any other amounts from
       Phantom Stock Account credits or any other deferrals
       pursuant to any federal, state or local law, the
       Committee may provide for such withholding in any manner
       it deems appropriate.

  8.3  Pre-Existing Director Deferred Compensation Plans or
       Agreements.  For all Phantom Stock Accounts established
       prior to February 19, 1997, the effective date of this
       amended and restated Plan, in order to facilitate record
       keeping which will be compatible with the operation of
       the Plan as amended and restated, all such Phantom Stock
       Accounts will be valued in terms of units of Phantom
       Stock.  With Committee approval, a Deferring Director may
       elect to consolidate any other accumulated deferrals or
       Phantom Stock he or she may have under any other director
       deferred compensation plan sponsored by a Participating
       Company with the Director's Phantom Stock Accounts in
       this Plan.  Such transferred amounts will be governed by
       the provisions of this Plan for all purposes.  No cash
       payments, after-tax deferral accounts or qualified plan
       rollovers or transfers will be accepted under this Plan.

  8.4  Non-Alienation.  No Phantom Stock Account 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 Phantom
       Stock Account 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
       Account except such claims as may be made by the Company
       or any Participating Company.

  8.5  Unsecured Creditors.  All amounts held in Phantom Stock
       Accounts under this Plan will be unsecured liabilities of
       the Company.  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,
       Participating Companies, Directors or any other person. 
       To the extent that a Director 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
       Participating Companies.  All payments made under the
       terms of this Plan shall be made from the general funds
       of the Company, or Participating Companies, and no
       segregation of assets shall be made for the payment of
any Phantom Stock Account distributions under the terms
       of this Plan to any Deferring Director or beneficiary
       thereof.  Notwithstanding the foregoing, the Company may
       establish an irrevocable Rabbi Trust to provide funding
       of Phantom Stock Accounts payable under the Plan.  At all
       times, the assets of such trust shall remain subject to
       the claims of the Company's creditors and Deferring
       Directors' claims to such assets shall be no greater than
       those of an unsecured, general creditor of the Company.

  8.6  Tax Treatment of Phantom Stock.  Any Phantom Stock or
       other compensation deferred under this Plan shall not be
       deemed compensation and shall not be included in a
       Director's taxable income nor deductible by the Company
       under federal or state law until actually received by the
       Deferring Director.  In order to ensure that Phantom
       Stock or other deferred compensation payable under this
       Plan is not deemed received until it is distributed
       according to Section X, the Committee may require
       Deferring Directors to make Designated Elections and
       Optional Elections earlier than 30 days prior to the
       beginning of a Plan Year.  Any other rights, powers,
       privileges or duties in connection with the establishment
       and administration of Phantom Stock Accounts under 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 being subject to taxation before
       actual receipt by the Deferring Director.  All provisions
       of this Plan relating to the Phantom Stock Accounts 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.

                SECTION IX - MAINTENANCE AND VALUATION
                     OF PHANTOM STOCK ACCOUNTS

  9.1  Maintenance of Separate Phantom Stock Accounts.  For each
       Deferring Director, the Company shall establish a
       separate Phantom Stock Account according to generally
       accepted accounting principles, which shall reflect all
       deferrals and Phantom Stock accumulations under this Plan
       and adjustments to the value of Deferring Director's
       Phantom Stock Accounts in accordance with Section 9.2. 
       Each Deferring Director will be furnished a statement of
       the Director's Phantom Stock Accounts not less often than
       annually and following the complete distribution of such
       Phantom Stock Accounts to the Deferring Director.

  9.2  Valuation of Phantom Stock Accounts.  Phantom Stock
       Accounts will be credited, as described in Sections 4.6
       and 5.6, with units of Phantom Stock and dividend credits
       on such Phantom Stock.  No specific assets will be
       invested under this Plan nor will shares be held on
behalf of a Deferring Director.  The value of each of a
       Deferring Director's Phantom Stock Accounts will be
       determined as if assets were invested in shares of
       Company Stock.

            The Committee shall have the authority to establish
       such consistent and nondiscriminatory accounting
       procedures as it deems appropriate to credit Phantom
       Stock and dividends and transfers from other director
       deferred compensation plans to a Deferring Director's
       Phantom Stock Accounts, and to specify the date as of
       which the value of Company Stock shall be determined for
       purposes of valuing a Deferring Director's Phantom Stock
       Accounts.  Phantom Stock Accounts shall be valued as of
       each Valuation Date. 

            Upon a partial or total distribution of the
       Deferring Director's Phantom Stock Accounts, the
       Committee shall determine the value of the Deferring
       Director's Phantom Stock Accounts by adding (i) the value
       of such Phantom Stock Accounts as of the Valuation Date
       preceding the date of distribution, and (ii) any
       additional Phantom Stock or dividend credits to the
       Phantom Stock Account since the Valuation Date preceding
       the date of distribution.

     SECTION X - DISTRIBUTION OF PHANTOM STOCK ACCOUNT BALANCES

  10.1 Forms of Distribution.  All distributions of Phantom
       Stock Account balances will be paid in cash, Stock, or
       some combination of both, in accordance with an election
       made by the Deferring Director prior to receiving a
       distribution.  If no election is made, distributions will
       be made in cash.  In the event that fractional shares of
       Stock become payable to a Deferring Director, in lieu of
       payment in fractional shares, the Deferring Director will
       receive the value of such shares in cash.

  10.2 Distribution Upon Separation from Service.

       (a)  General Rule.  In the event of a Deferring
            Director's Separation from Service, the Deferring
            Director shall receive a single distribution of
            Phantom Stock Account balances as of the date of
            Separation from Service as soon as practicable
            following the Director's Separation from Service,
            unless the Deferring Director has previously elected
            an alternative method of distribution under
            Section 10.2(b).

       (b)  Timing of Alternative Distribution Method Election. 
            An election of an alternative method of distribution
            of Phantom Stock Account balances described in
            Sections 10.2(c) or 10.2(d) must be made by the
Deferring Director on a form supplied by the Company
            and delivered to the  Committee no later than the
            earlier of:

            (i)  three months prior to the Director's Separation
                 from Service; or

            (ii) the last day of the calendar year preceding the
                 calendar year in which the Director's
                 Separation from Service occurs.

       (c)  Single Deferred Distribution.  A Deferring Director
            may elect to receive a single deferred distribution
            of the Director's Phantom Stock Account balances on
            the 5th or 10th anniversary of the Deferring
            Director's Separation from Service.  The
            distribution will be made by the Company as soon as
            practicable following the anniversary date elected
            by the Deferring Director.  If a Deferring Director
            makes an election under this Section 10.2(c), and
            dies prior to receiving all amounts payable under
            the Plan, the remaining amounts payable shall be
            distributed to the Deferring Director's Beneficiary
            in accordance with the Deferring Director's
            election.

       (d)  5 or 10 Year Installments.  A Deferring Director may
            elect to receive a deferred distribution of Phantom
            Stock Account balances in 5 or 10 annual
            installments commencing as soon as practicable
            following the first anniversary of the Deferring
            Director's Separation from Service.  The amount of
            each annual distribution shall equal the total value
            of the Deferring Director's Phantom Stock Account in
            the Plan as of the Valuation Date immediately
            preceding the distribution divided by the number of
            payments remaining to be made to the Deferring
            Director.  If a Deferring Director makes an election
            under this Section 10.2(d), and dies prior to
            receiving all amounts payable under the Plan, the
            remaining amounts payable shall be distributed to
            the Deferring Director's Beneficiary in accordance
            with the Deferring Director's election.

  10.3 Cessation of Deferring Director.  A Deferring Director
       shall continue to participate in the Plan until such time
       as the full value of the Director's Phantom Stock
       Accounts has been distributed.

  10.4 Effect of a Change in Control on Phantom Stock Accounts. 
       Subject to prior approval by the Committee of an
       alternative course of action, including immediate
       distribution of all Phantom Stock Account balances, in
       the event of a Change in Control of the Company, the
Committee shall make appropriate arrangements with and
       obtain such binding commitments from the Company's
       successor as are necessary to provide for the
       distribution of all Phantom Stock Accounts in accordance
       with the terms of this Plan.

                  SECTION XI - BENEFICIARIES

  11.1 Beneficiary Designation.  A Director may designate, by
       written notice delivered to the Committee or its designee
       prior to the Director's death, a Beneficiary or
       Beneficiaries to receive, in the event of the Director's
       death, all or part of the amount of the Director's
       Phantom Stock Accounts, any of the Director's Stock
       Options granted pursuant to the Plan or any of the
       Director's unvested shares of Restricted Stock granted
       pursuant to the Plan.  A designation of Beneficiary may
       be replaced by a new designation or may be revoked by the
       Director at any time by written notice delivered prior to
       the Director's death.

  11.2 Absence of Beneficiary or Uncertain Beneficiary.  If no
       beneficiary designation is in effect at the time of a
       Director's death, or if no designated beneficiary
       survives the Director, or such designation conflicts with
       law, payment of the amount, if any, payable under the
       Plan upon the Director's death shall be made to the
       Director's estate.

            If the Committee is in doubt as to the right of any
       person to receive 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 the Company, the
       Participating Companies, the Plan and the Board.  Every
       person receiving or claiming payment 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 the Director's person or estate has been
       appointed.  However, if the Committee shall find that any
       person to whom an amount is payable is unable to care for
       the Director's affairs because of incompetency or the
       person is a minor, any payment due (unless a prior claim
       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 under this
Plan.

            In the event a guardian of the estate of any person
       receiving or claiming payment under this Plan shall be
       appointed by a court of competent jurisdiction, 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 under the Plan.

                     SECTION XII - ADMINISTRATION

  12.1 Administration of Plan.  This Plan will be administered
       by the Committee, which may delegate such powers or
       duties to employees of the Company or a Participating
       Company, as it deems appropriate, provided that such
       delegation is consistent with maintaining an exemption
       from the short-swing profit liability provisions of
       Section 16 of the 1934 Act.

  12.2 Power of Plan Administrator.  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 interpret this Plan, resolve 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 Directors and their
            Beneficiaries;

       (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 any rules and regulations adopted by the
            Committee;

       (e)  to determine the period or periods of time during
            which Stock Options may be exercised or become
            exercisable, the Option Price and the duration of
            such Stock Options, and other matters to be
            determined by the Committee in connection with
            specific Stock Option grants and Stock Option
            Agreements as specified under this Plan;

       (f)  to determine the period or periods of time during
which the Restricted Stock may vest, 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; and

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

                     SECTION XIII - MISCELLANEOUS

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

  13.2 Amendments.  The Board may amend the Plan at any time in
       its sole discretion, provided that:

       (a)  Any such amendment will be effective at such date as
            the Board may determine;

       (b)  No amendment shall reduce the value of a Deferring
            Director's Phantom Stock Accounts as of the date the
            Board adopts the amendment, but an amendment may
            change the manner in which Plan distributions or
            earnings or losses on Phantom Stock Accounts are
            determined;

       (c)  No such action may, without the approval of the
            shareholders of the Company, materially increase
            (other than by reason of an adjustment pursuant to
            Section 13.4 hereof) the aggregate number of shares
            of Stock, Option Stock and Restricted Stock in the
            Stock Pool that may be granted pursuant to this
            Plan; and

       (d)  No action of the Board or Committee shall alter or
            impair any Stock Option or Restricted Stock
            previously granted or awarded under this Plan
            without the consent of such affected Optionee or
            Restricted Stockholder.

  13.3 Plan Termination.  The Board may terminate this Plan at
       any time; however, no termination shall alter or impair
       any Stock Option or Restricted Stock previously granted
       or awarded under this Plan without the consent of such
       affected Optionee or Restricted Shareholder, nor shall
       any termination reduce the value of the Deferring
       Director's Phantom Stock Accounts as of the date the
       Board terminates the Plan.

  13.4 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 Stock, Option
            Stock and Restricted Stock in the Stock Pool; 

       (b)  in the Option Price and the number of shares of
            Option Stock that may be purchased pursuant to an
            outstanding Stock Option granted hereunder; and

       (c)  in the number of units of Phantom Stock held in
            Phantom Stock Accounts maintained under this Plan;
            and

       (d)  with respect to other rights and matters determined
            on a per share basis under this Plan or any
            associated Stock Option Agreement or Restricted
            Stock Agreement.

       (e)  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 Stock Options, Restricted Stock
            and Phantom 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.

  13.5 Notices.  Notices, reports and statements to be given,
       made or delivered to a Director will be deemed duly
       given, made or delivered, when addressed to the Director,
       and delivered by first class mail, to such Director's
       last known residence or business address.  All notices
       required to be given by a Director will be given on a
       form provided for the purpose and will be deemed received
       when delivered to the Committee, care of the Company's
       Senior Vice President of Human Resources at 211 S. Rose,
       Kalamazoo, MI, 49007.

  13.6 Applicable Law.  This Plan shall be governed by the law
       of the State of Michigan, to the extent not preempted by
       federal law.

  13.7 Plan Binding upon Successors.  This Plan shall be binding
       upon and inure to the benefit of the Company, the
       Participating Companies, Directors and their respective
       successors, assigns, personal representatives, heirs,
       legatees and beneficiaries.

  Approved by the Board of Directors on February 21, 1996.
Amended and restated by the Board of Directors on February 19,
  1997.

       Approved by shareholders on April 16, 1997.