Registration No.



                    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 or other Jurisdiction         (I.R.S. Employer
        of incorporation or organization)   Identification Number)

              211 SOUTH ROSE STREET             (616) 376-9000
            KALAMAZOO, MICHIGAN 49007    (Telephone number, including
         (Address, Including zip code of  area code, of registrant's
             registrant's principal           principal executive
               executive offices)                  offices)

              FIRST FEDERAL SAVINGS BANK OF CHARLOTTE COUNTY
                            STOCK OPTION PLAN
                           (Full Title of Plan)
               RICHARD V. WASHBURN                 Copy to:
              SENIOR VICE PRESIDENT          David E. Riggs, Esq.
                First of America          Howard & Howard Attorneys,
                Bank Corporation                     P.C.
              211 South Rose Street         The Kalamazoo Building,
            Kalamazoo, Michigan 49007              Suite 400
                 (616) 376-9000            107 West Michigan Avenue
                                           Kalamazoo, Michigan 49007
       (Name, address, including zip code       (616) 382-1483
      and telephone number, including area
        area code and agent for service)

                     CALCULATION OF REGISTRATION FEE
    ----------------------------------------------------------------
    Title of each class of securities to be registered:
                   Common Stock (1) $10 Par Value

    Amount to be registered:   24,933

    Proposed maximum offering price per share:
                            $32.44(3)(4)

    Proposed maximum aggregate offering price:
                           $808,826.52(3)

    Amount of registration fee:
                             $278.91(4)

    (1) Also includes an equal number of Rights to purchase shares
        of the 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 such indeterminate number of additional shares as may
        be required to be issued in the event of an adjustment as a
        result of an increase in the number of issued shares of
        Common Stock of First of America Bank Corporation resulting
        from a subdivision of such shares, the payment of stock
        dividends or certain other capital adjustments as provided
        in the above referenced Stock Option Plan.
    (3) Estimated in accordance with Rule 457(h) and (c) solely for
        purposes of calculating the registration fee.
    (4) The registration fee is computed in accordance with
        paragraphs (h) and (c) of Rule 457.  On February 21, 1995,
        the average of the high and low prices for shares of the
        Common Stock of First of America Bank Corporation was
        $32.44.

          The Exhibit Index is located at sequential page ____.
    <PAGE>

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the
    Registrant (File No. 1-10534) are incorporated in this
    registration statement:

         (a)  the Registrant's Annual Report on Form 10-K for the
              year ended December 31, 1993;

         (b)  the Registrant's Quarterly Reports on Form 10-Q for the
              quarters ended March 31, 1994, June 30, 1994 and
              September 30, 1994;

         (c)  the Registrant's Current Reports on Form 8-K dated July
              14, 1994 and July 25, 1994; and

         (d)  the description of the Registrant's common stock, $10
              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
    hereof and before 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 herein and to be a part hereof
    from the date of filing of such documents.

    ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

    ITEM 5.  INTEREST OF COUNSEL

         Not applicable.

    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 561 through 571 of the Michigan Business
    Corporation Act (the "Act") 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 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 of Incorporation, 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 exhibits filed herewith pursuant to this Item 8
    immediately follow the Exhibit Index.  Other exhibits, which are
    incorporated herein by reference, are included in the following
    description of the exhibits applicable to Form S-8 as required by
    Item 601 of Regulation S-K.

    NUMBER    DESCRIPTION

    4(a)      ARTICLES OF INCORPORATION.  Previously filed as an
              exhibit to the Registrant's Quarterly Report on Form
              10-Q for the quarter ended September 30, 1992 and
              incorporated herein by reference.

    4(b)      BYLAWS.  Previously filed as an exhibit to the
              Registrant's Registration Statement on Form S-4 filed
              June 6, 1994 (Reg. No. 33-53983) and incorporated
              herein by reference.

    5         OPINION OF COUNSEL AND CONSENT.  The opinion and
              consent of Howard & Howard Attorneys, P.C. is filed
              herewith.

    23(a)     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. 
              The consent of KPMG Peat Marwick LLP is filed herewith.

    23(b)     CONSENT OF COUNSEL.  The consent of Howard & Howard
              Attorneys, P.C. is included in its opinion filed as
              Exhibit 5.

    99        ADDITIONAL EXHIBITS.  First Federal Savings Bank of
              Charlotte County Stock Option Plan is filed herewith.

    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;

                        (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, 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, each filing of the Registrant's annual report pursuant to
    Section 13(a) or 15(d) of the Exchange Act that is incorporated
    by reference in the 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, officers,
    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 such 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>

                                SIGNATURES

              Pursuant to the requirements of the Securities Act of
    1933, as amended, the Registration 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 the 15th day of February, 1995. 

                        FIRST OF AMERICA BANK CORPORATION
                                  (Registrant)



                        By:  /s/ DANIEL R. SMITH
                             Daniel R. Smith
                             Chairman and Chief Executive Officer


                            POWER OF ATTORNEY

         The undersigned officers and directors of First of America
    Bank Corporation, a Michigan corporation, do hereby constitute
    and appoint Daniel R. Smith, Richard F. Chormann, Thomas W.
    Lambert, and any of them, the lawful attorneys and agents or
    attorneys 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 15th day of February, 1995. 

         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 15th day of February,
    1995.

    /s/ DANIEL R. SMITH           Director, Chairman and Chief
    Daniel R. Smith               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/ RICHARD F. CHORMANN       Director
    Richard F. Chormann

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

                                  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

                                  Director
    Martha M. Mertz

    /s/ F. KARL NEUMANN           Director
    F. Karl Neumann

    /s/ JAMES S. WARE             Director
    James S. Ware

    /s/ JAMES W. WOGSLAND         Director
    James W. Wogsland

    /s/ WALTER J. WOLPIN          Director
    Walter J. Wolpin

    /s/ JOHN L. ZABRISKIE         Director
    John L. Zabriskie
    <PAGE>


                              EXHIBIT INDEX

                                                           Sequential
    Number                                                Page Number


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

         23   Consent of KPMG Peat Marwick LLP

         99   First Federal Savings Bank of Charlotte County Stock
    Option Plan

    <PAGE>


                                                            EXHIBIT 5


                            February 27, 1995

                                                            Reply to:
                                                            Kalamazoo
                                         Direct Dial:  (616) 382-8771

    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 24,933 shares of the Common Stock, par value $10 per
    share, of the Company issuable upon exercise of stock options
    granted to employees of First Federal Savings Bank of Charlotte
    County (the "Bank") pursuant to the First Federal Savings Bank of
    Charlotte County Stock Option Plan (the "Plan"), which Plan was
    adopted by the Company following the Company's acquisition of the
    Bank's parent, F & C Bancshares, Inc.

         We have examined originals or copies, certified or otherwise
    identified to our satisfaction, of such corporate records,
    certificates, 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 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


                                  /s/ DAVID E. RIGGS
                                  David E. Riggs
    <PAGE>



                                                           EXHIBIT 23

    The Board of Directors
    First of America Bank Corporation


    We consent to the use of our reports incorporated herein by
    reference and to the reference to our firm under the heading
    "Experts" in the Prospectus.


    /s/ KPMG PEAT MARWICK LLP

    Chicago, Illinois
    February 27, 1995






































                                                           EXHIBIT 99

              FIRST FEDERAL SAVINGS BANK OF CHARLOTTE COUNTY
                            STOCK OPTION PLAN
             AS ADOPTED BY FIRST OF AMERICA BANK CORPORATION


         SECTION 1.     PURPOSE.  The purpose of this First Federal
    Savings Bank of Charlotte County Compensatory Stock Option Plan,
    as adopted by First of America Bank Corporation (the "Plan") is
    to permit the First of America Bank Corporation (the
    "Corporation") to grant options to purchase shares of its Common
    Stock in order to replace the options to purchase common stock of
    F&C Bancshares (F&C) that had previously been granted by F&C. 
    Any option granted pursuant to this Plan shall be clearly and
    specifically designated as not being an incentive stock option,
    as defined in Section 422(b) of the Internal Revenue Code of
    1986, as amended ("Code").  Any option granted under this Plan
    shall replace and supersede all options previously granted to,
    and not yet exercised by the Optionee (as hereinafter defined)
    under either the First Federal Savings Bank of Charlotte County
    Compensatory Stock Option Plan or the First Federal Savings Bank
    of Charlotte County Incentive Stock Option Plan (the "Prior
    Plans").  The shares of Common Stock subject to an option under
    this Plan shall be determined by adjusting the number of shares
    subject to unexercised options under the Prior Plans pursuant to
    the exchange ratio set forth in Section 1.03 of the Agreement and
    Plan of Reorganization by and among First of America Bank
    Corporation, First of America Bank Acquisition Corporation, and
    F&C Bancshares, Inc., (the "Exchange Ratio")

         SECTION 2.     OPTION TERMS AND CONDITIONS.  The terms and
    conditions of options granted under this Plan may differ from one
    another as the Compensation Committee of the Corporation's Board
    of Directors (the Committee) shall, in its discretion, determine
    as long as all options granted under the Plan satisfy the
    requirements of the Plan.

         SECTION 3.     DURATION OF OPTIONS.  Each option and all
    rights thereunder granted pursuant to the terms of this Plan
    shall expire on the date determined by the Committee, but in no
    event shall any option granted under the Plan expire later than
    10 years and one month from the date on which the option was
    granted under the Prior Plans.  In addition, each option shall be
    subject to early termination as provided in the Plan.

         SECTION 4.     PURCHASE PRICE.  The purchase price for
    shares acquired pursuant to the exercise shall be equal to the
    purchase price established under the Prior Plans divided by the
    Exchange Ratio.  

         SECTION 5.     EXERCISE OF OPTIONS.  Each option shall be
    exercisable in one or more installments during its term and the
    right to exercise may be cumulative as determined by the
    Committee.  No options may be exercised for a fraction of a share
    of Common Stock.  The purchase price of any shares purchased
    shall be paid in full in cash or by certified or cashier's check
    payable to the order of the Corporation or by shares of Common
    Stock, if permitted by the Committee, or by a combination of
    cash, check or shares of Common Stock at the time of exercise of
    the option.  If any portion of the purchase price is paid in
    shares of Common Stock, those shares shall be tendered at their
    then fair market value as determined by the Committee.  The



    Committee may also permit the exercise of options by means of the
    simultaneous purchase and sale of Common Stock.  All options
    under this Plan shall be exercisable immediately upon the
    execution of a Stock Option Agreement. 

         SECTION 6.     WRITTEN NOTICE REQUIRED.  Any option granted
    pursuant to the terms of this Plan shall be exercised when
    written notice of that exercise has been given to the Corporation
    at its principal office by the person entitled to exercise the
    option and full payment for the shares with respect to which the
    option is exercised has been received by the Corporation.

         SECTION 7.     COMPLIANCE WITH SECURITIES LAWS.  Shares
    shall not be issued with respect to any option granted under the
    Plan unless the exercise of that option and the issuance and
    delivery of the shares pursuant thereto shall comply with all
    relevant provisions of state and federal law, including, without
    limitation, the Securities Act of 1933, as amended, the rules and
    regulations promulgated thereunder and the requirements of any
    stock exchange upon which the shares may then be listed, and
    shall be further subject to the approval of counsel for the
    Corporation with respect to such compliance.  The Committee may
    also require an employee to whom an option has been granted
    ("Optionee") to furnish evidence satisfactory to the Corporation,
    including a written and signed representation letter and consent
    to be bound by any transfer restrictions imposed by law, legend,
    condition, or otherwise, that the shares are being purchased only
    for investment purposes and without any present intention to sell
    or distribute the shares in violation of any state or federal
    law, rule, or regulation.  Further, each Optionee shall consent
    to the imposition of a legend on the shares of Common Stock
    subject to his or her option restricting their transferability as
    required by law or by this Section 7.

         SECTION 8.     EMPLOYMENT OF OPTIONEE.  Each Optionee, if
    requested by the Committee, must agree in writing as a condition
    of the granting of his or her option, to remain in the employment
    of the Corporation or any of its subsidiaries (or a corporation
    or a parent or subsidiary of such corporation issuing or assuming
    a stock option in a transaction to which section 425(a) of the
    Code applies), following the date of the granting of that option
    for a period specified by the Committee, which period shall in no
    event exceed three years.  Nothing in this Plan or in any option
    granted hereunder shall confer upon any Optionee any right to
    continued employment by the Corporation or any of its
    subsidiaries, or limit in any way the right of the Corporation or
    any subsidiary at any time to terminate or alter the terms of
    that employment.

         SECTION 9.     OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT. 
    If any Optionee under this Plan ceases to be employed by the
    Corporation, or any of its subsidiaries (or a corporation or a
    parent or subsidiary of such corporation issuing or assuming a
    stock option in a transaction to which section 425(a) of the Code
    applies) or ceases to serve as a member of the Corporation's or a
    subsidiary's Board of Directors, for any reason other than
    disability or death, his or her option shall immediately
    terminate; provided, however, that the Committee may, in its
    discretion, allow the option to be exercised at any time within
    three months after the date the right to exercise options would
    otherwise terminate pursuant to this Section 9. unless either the
    option or this Plan otherwise provides for earlier termination.




         SECTION 10.    OPTION RIGHTS UPON DISABILITY.  If an
    Optionee becomes disabled within the meaning of Section 22(e)(3)
    of the Code while employed by the Corporation, or any subsidiary
    of the Corporation (or a corporation or a parent or subsidiary of
    such corporation issuing or assuming a stock option in a
    transaction to which section 425(a) of the Code applies) or while
    serving as a member of the Corporation's or a subsidiary's Board
    of Directors, the Committee, in its discretion, may allow the
    option to be exercised, to the extent exercisable on the date of
    termination of employment, at any time within one year after the
    date of termination of employment due to disability, unless
    either the option or the Plan otherwise provides for earlier
    termination.

         SECTION 11.    OPTION RIGHTS UPON DEATH OF OPTIONEE.  Except
    as otherwise limited by the Committee at the time of the grant of
    an option, if an Optionee dies while employed by the Corporation
    or any of its subsidiaries (or a corporation or a parent or
    subsidiary of such corporation issuing or assuming a stock option
    in a transaction to which section 425(a) of the Code applies) or
    while serving as a member of the Corporation's or subsidiary's
    Board of Directors, his or her option shall expire one year after
    the date of death unless by its terms it expires sooner.  During
    this one year or shorter period, the option may be exercised, to
    the extent that it remains unexercised on the date of death, by
    the person or persons to whom the Optionee's rights under the
    option shall pass by will or by the laws of descent and
    distribution, but only to the extent that the Optionee is
    entitled to exercise the option at the date of death.

         SECTION 12.    OPTIONS NOT TRANSFERRABLE.  Options granted
    pursuant to the terms of this Plan may not be sold, pledged,
    assigned, or transferred in any manner otherwise than by will or
    the laws of descent or distribution and may be exercised during
    the lifetime of an Optionee only by that Optionee.

         SECTION 13.    LIMIT ON OPTIONS.  The number of shares of
    Common Stock for which options may be granted pursuant to the
    terms of this Plan shall not exceed 24,933 shares.

         SECTION 14.    TERMINATION OF PLAN.  This Plan shall be
    deemed terminated upon the earlier of the date as of which all
    Options have been exercised by Optionees, or the date as of which
    the rights to exercise all Options have expired.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31362}]
{"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": "033-57851", "film-number": "95515803"}, "business-address": {"street1": "108 EAST MICHIGAN AVE", "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.

                    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 or other Jurisdiction         (I.R.S. Employer
        of incorporation or organization)   Identification Number)

              211 SOUTH ROSE STREET             (616) 376-9000
            KALAMAZOO, MICHIGAN 49007    (Telephone number, including
         (Address, Including zip code of  area code, of registrant's
             registrant's principal           principal executive
               executive offices)                  offices)

              FIRST FEDERAL SAVINGS BANK OF CHARLOTTE COUNTY
                            STOCK OPTION PLAN
                           (Full Title of Plan)
               RICHARD V. WASHBURN                 Copy to:
              SENIOR VICE PRESIDENT          David E. Riggs, Esq.
                First of America          Howard & Howard Attorneys,
                Bank Corporation                     P.C.
              211 South Rose Street         The Kalamazoo Building,
            Kalamazoo, Michigan 49007              Suite 400
                 (616) 376-9000            107 West Michigan Avenue
                                           Kalamazoo, Michigan 49007
       (Name, address, including zip code       (616) 382-1483
      and telephone number, including area
        area code and agent for service)

                     CALCULATION OF REGISTRATION FEE
    ----------------------------------------------------------------
    Title of each class of securities to be registered:
                   Common Stock (1) $10 Par Value

    Amount to be registered:   24,933

    Proposed maximum offering price per share:
                            $32.44(3)(4)

    Proposed maximum aggregate offering price:
                           $808,826.52(3)

    Amount of registration fee:
                             $278.91(4)

    (1) Also includes an equal number of Rights to purchase shares
        of the 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 such indeterminate number of additional shares as may
        be required to be issued in the event of an adjustment as a
        result of an increase in the number of issued shares of
        Common Stock of First of America Bank Corporation resulting
        from a subdivision of such shares, the payment of stock
        dividends or certain other capital adjustments as provided
        in the above referenced Stock Option Plan.
    (3) Estimated in accordance with Rule 457(h) and (c) solely for
        purposes of calculating the registration fee.
    (4) The registration fee is computed in accordance with
        paragraphs (h) and (c) of Rule 457.  On February 21, 1995,
        the average of the high and low prices for shares of the
        Common Stock of First of America Bank Corporation was
        $32.44.

          The Exhibit Index is located at sequential page ____.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Commission by the
    Registrant (File No. 1-10534) are incorporated in this
    registration statement:

         (a)  the Registrant's Annual Report on Form 10-K for the
              year ended December 31, 1993;

         (b)  the Registrant's Quarterly Reports on Form 10-Q for the
              quarters ended March 31, 1994, June 30, 1994 and
              September 30, 1994;

         (c)  the Registrant's Current Reports on Form 8-K dated July
              14, 1994 and July 25, 1994; and

         (d)  the description of the Registrant's common stock, $10
              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
    hereof and before 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 herein and to be a part hereof
    from the date of filing of such documents.

    ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

    ITEM 5.  INTEREST OF COUNSEL

         Not applicable.

    ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 561 through 571 of the Michigan Business
    Corporation Act (the "Act") 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 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 of Incorporation, 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 exhibits filed herewith pursuant to this Item 8
    immediately follow the Exhibit Index.  Other exhibits, which are
    incorporated herein by reference, are included in the following
    description of the exhibits applicable to Form S-8 as required by
    Item 601 of Regulation S-K.

    NUMBER    DESCRIPTION

    4(a)      ARTICLES OF INCORPORATION.  Previously filed as an
              exhibit to the Registrant's Quarterly Report on Form
              10-Q for the quarter ended September 30, 1992 and
              incorporated herein by reference.

    4(b)      BYLAWS.  Previously filed as an exhibit to the
              Registrant's Registration Statement on Form S-4 filed
              June 6, 1994 (Reg. No. 33-53983) and incorporated
              herein by reference.

    5         OPINION OF COUNSEL AND CONSENT.  The opinion and
              consent of Howard & Howard Attorneys, P.C. is filed
              herewith.

    23(a)     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. 
              The consent of KPMG Peat Marwick LLP is filed herewith.

    23(b)     CONSENT OF COUNSEL.  The consent of Howard & Howard
              Attorneys, P.C. is included in its opinion filed as
              Exhibit 5.

    99        ADDITIONAL EXHIBITS.  First Federal Savings Bank of
              Charlotte County Stock Option Plan is filed herewith.

    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;

                        (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, 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, each filing of the Registrant's annual report pursuant to
    Section 13(a) or 15(d) of the Exchange Act that is incorporated
    by reference in the 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, officers,
    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 such 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.
SIGNATURES

              Pursuant to the requirements of the Securities Act of
    1933, as amended, the Registration 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 the 15th day of February, 1995. 

                        FIRST OF AMERICA BANK CORPORATION
                                  (Registrant)

                        By:  /s/ DANIEL R. SMITH
                             Daniel R. Smith
                             Chairman and Chief Executive Officer

                            POWER OF ATTORNEY

         The undersigned officers and directors of First of America
    Bank Corporation, a Michigan corporation, do hereby constitute
    and appoint Daniel R. Smith, Richard F. Chormann, Thomas W.
    Lambert, and any of them, the lawful attorneys and agents or
    attorneys 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 15th day of February, 1995. 

         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 15th day of February,
    1995.

    /s/ DANIEL R. SMITH           Director, Chairman and Chief
    Daniel R. Smith               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/ RICHARD F. CHORMANN       Director
    Richard F. Chormann

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

                                  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

                                  Director
    Martha M. Mertz

    /s/ F. KARL NEUMANN           Director
    F. Karl Neumann

    /s/ JAMES S. WARE             Director
    James S. Ware

    /s/ JAMES W. WOGSLAND         Director
    James W. Wogsland

    /s/ WALTER J. WOLPIN          Director
    Walter J. Wolpin

    /s/ JOHN L. ZABRISKIE         Director
    John L. Zabriskie
EXHIBIT INDEX

                                                           Sequential
    Number                                                Page Number

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

         23   Consent of KPMG Peat Marwick LLP

         99   First Federal Savings Bank of Charlotte County Stock
    Option Plan
EXHIBIT 5

                            February 27, 1995

                                                            Reply to:
                                                            Kalamazoo
                                         Direct Dial:  (616) 382-8771

    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 24,933 shares of the Common Stock, par value $10 per
    share, of the Company issuable upon exercise of stock options
    granted to employees of First Federal Savings Bank of Charlotte
    County (the "Bank") pursuant to the First Federal Savings Bank of
    Charlotte County Stock Option Plan (the "Plan"), which Plan was
    adopted by the Company following the Company's acquisition of the
    Bank's parent, F & C Bancshares, Inc.

         We have examined originals or copies, certified or otherwise
    identified to our satisfaction, of such corporate records,
    certificates, 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 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

                                  /s/ DAVID E. RIGGS
                                  David E. Riggs
EXHIBIT 23

    The Board of Directors
    First of America Bank Corporation

    We consent to the use of our reports incorporated herein by
    reference and to the reference to our firm under the heading
    "Experts" in the Prospectus.

    /s/ KPMG PEAT MARWICK LLP

    Chicago, Illinois
    February 27, 1995

                                                           EXHIBIT 99

              FIRST FEDERAL SAVINGS BANK OF CHARLOTTE COUNTY
                            STOCK OPTION PLAN
             AS ADOPTED BY FIRST OF AMERICA BANK CORPORATION

         SECTION 1.     PURPOSE.  The purpose of this First Federal
    Savings Bank of Charlotte County Compensatory Stock Option Plan,
    as adopted by First of America Bank Corporation (the "Plan") is
    to permit the First of America Bank Corporation (the
    "Corporation") to grant options to purchase shares of its Common
    Stock in order to replace the options to purchase common stock of
    F&C Bancshares (F&C) that had previously been granted by F&C. 
    Any option granted pursuant to this Plan shall be clearly and
    specifically designated as not being an incentive stock option,
    as defined in Section 422(b) of the Internal Revenue Code of
    1986, as amended ("Code").  Any option granted under this Plan
    shall replace and supersede all options previously granted to,
    and not yet exercised by the Optionee (as hereinafter defined)
    under either the First Federal Savings Bank of Charlotte County
    Compensatory Stock Option Plan or the First Federal Savings Bank
    of Charlotte County Incentive Stock Option Plan (the "Prior
    Plans").  The shares of Common Stock subject to an option under
    this Plan shall be determined by adjusting the number of shares
    subject to unexercised options under the Prior Plans pursuant to
    the exchange ratio set forth in Section 1.03 of the Agreement and
    Plan of Reorganization by and among First of America Bank
    Corporation, First of America Bank Acquisition Corporation, and
    F&C Bancshares, Inc., (the "Exchange Ratio")

         SECTION 2.     OPTION TERMS AND CONDITIONS.  The terms and
    conditions of options granted under this Plan may differ from one
    another as the Compensation Committee of the Corporation's Board
    of Directors (the Committee) shall, in its discretion, determine
    as long as all options granted under the Plan satisfy the
    requirements of the Plan.

         SECTION 3.     DURATION OF OPTIONS.  Each option and all
    rights thereunder granted pursuant to the terms of this Plan
    shall expire on the date determined by the Committee, but in no
    event shall any option granted under the Plan expire later than
    10 years and one month from the date on which the option was
    granted under the Prior Plans.  In addition, each option shall be
    subject to early termination as provided in the Plan.

         SECTION 4.     PURCHASE PRICE.  The purchase price for
    shares acquired pursuant to the exercise shall be equal to the
    purchase price established under the Prior Plans divided by the
    Exchange Ratio.  

         SECTION 5.     EXERCISE OF OPTIONS.  Each option shall be
    exercisable in one or more installments during its term and the
    right to exercise may be cumulative as determined by the
    Committee.  No options may be exercised for a fraction of a share
    of Common Stock.  The purchase price of any shares purchased
    shall be paid in full in cash or by certified or cashier's check
    payable to the order of the Corporation or by shares of Common
    Stock, if permitted by the Committee, or by a combination of
    cash, check or shares of Common Stock at the time of exercise of
    the option.  If any portion of the purchase price is paid in
    shares of Common Stock, those shares shall be tendered at their
    then fair market value as determined by the Committee.  The

    Committee may also permit the exercise of options by means of the
    simultaneous purchase and sale of Common Stock.  All options
    under this Plan shall be exercisable immediately upon the
    execution of a Stock Option Agreement. 

         SECTION 6.     WRITTEN NOTICE REQUIRED.  Any option granted
    pursuant to the terms of this Plan shall be exercised when
    written notice of that exercise has been given to the Corporation
    at its principal office by the person entitled to exercise the
    option and full payment for the shares with respect to which the
    option is exercised has been received by the Corporation.

         SECTION 7.     COMPLIANCE WITH SECURITIES LAWS.  Shares
    shall not be issued with respect to any option granted under the
    Plan unless the exercise of that option and the issuance and
    delivery of the shares pursuant thereto shall comply with all
    relevant provisions of state and federal law, including, without
    limitation, the Securities Act of 1933, as amended, the rules and
    regulations promulgated thereunder and the requirements of any
    stock exchange upon which the shares may then be listed, and
    shall be further subject to the approval of counsel for the
    Corporation with respect to such compliance.  The Committee may
    also require an employee to whom an option has been granted
    ("Optionee") to furnish evidence satisfactory to the Corporation,
    including a written and signed representation letter and consent
    to be bound by any transfer restrictions imposed by law, legend,
    condition, or otherwise, that the shares are being purchased only
    for investment purposes and without any present intention to sell
    or distribute the shares in violation of any state or federal
    law, rule, or regulation.  Further, each Optionee shall consent
    to the imposition of a legend on the shares of Common Stock
    subject to his or her option restricting their transferability as
    required by law or by this Section 7.

         SECTION 8.     EMPLOYMENT OF OPTIONEE.  Each Optionee, if
    requested by the Committee, must agree in writing as a condition
    of the granting of his or her option, to remain in the employment
    of the Corporation or any of its subsidiaries (or a corporation
    or a parent or subsidiary of such corporation issuing or assuming
    a stock option in a transaction to which section 425(a) of the
    Code applies), following the date of the granting of that option
    for a period specified by the Committee, which period shall in no
    event exceed three years.  Nothing in this Plan or in any option
    granted hereunder shall confer upon any Optionee any right to
    continued employment by the Corporation or any of its
    subsidiaries, or limit in any way the right of the Corporation or
    any subsidiary at any time to terminate or alter the terms of
    that employment.

         SECTION 9.     OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT. 
    If any Optionee under this Plan ceases to be employed by the
    Corporation, or any of its subsidiaries (or a corporation or a
    parent or subsidiary of such corporation issuing or assuming a
    stock option in a transaction to which section 425(a) of the Code
    applies) or ceases to serve as a member of the Corporation's or a
    subsidiary's Board of Directors, for any reason other than
    disability or death, his or her option shall immediately
    terminate; provided, however, that the Committee may, in its
    discretion, allow the option to be exercised at any time within
    three months after the date the right to exercise options would
    otherwise terminate pursuant to this Section 9. unless either the
    option or this Plan otherwise provides for earlier termination.

         SECTION 10.    OPTION RIGHTS UPON DISABILITY.  If an
    Optionee becomes disabled within the meaning of Section 22(e)(3)
    of the Code while employed by the Corporation, or any subsidiary
    of the Corporation (or a corporation or a parent or subsidiary of
    such corporation issuing or assuming a stock option in a
    transaction to which section 425(a) of the Code applies) or while
    serving as a member of the Corporation's or a subsidiary's Board
    of Directors, the Committee, in its discretion, may allow the
    option to be exercised, to the extent exercisable on the date of
    termination of employment, at any time within one year after the
    date of termination of employment due to disability, unless
    either the option or the Plan otherwise provides for earlier
    termination.

         SECTION 11.    OPTION RIGHTS UPON DEATH OF OPTIONEE.  Except
    as otherwise limited by the Committee at the time of the grant of
    an option, if an Optionee dies while employed by the Corporation
    or any of its subsidiaries (or a corporation or a parent or
    subsidiary of such corporation issuing or assuming a stock option
    in a transaction to which section 425(a) of the Code applies) or
    while serving as a member of the Corporation's or subsidiary's
    Board of Directors, his or her option shall expire one year after
    the date of death unless by its terms it expires sooner.  During
    this one year or shorter period, the option may be exercised, to
    the extent that it remains unexercised on the date of death, by
    the person or persons to whom the Optionee's rights under the
    option shall pass by will or by the laws of descent and
    distribution, but only to the extent that the Optionee is
    entitled to exercise the option at the date of death.

         SECTION 12.    OPTIONS NOT TRANSFERRABLE.  Options granted
    pursuant to the terms of this Plan may not be sold, pledged,
    assigned, or transferred in any manner otherwise than by will or
    the laws of descent or distribution and may be exercised during
    the lifetime of an Optionee only by that Optionee.

         SECTION 13.    LIMIT ON OPTIONS.  The number of shares of
    Common Stock for which options may be granted pursuant to the
    terms of this Plan shall not exceed 24,933 shares.

         SECTION 14.    TERMINATION OF PLAN.  This Plan shall be
    deemed terminated upon the earlier of the date as of which all
    Options have been exercised by Optionees, or the date as of which
    the rights to exercise all Options have expired.