SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 10-KSB

| | [X]   | Annual report under Section 13 or 15(d) of the Securities
        Exchange Act of 1934For the fiscal year ended December 31, 1999                                                
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                  
| | [   ] | Transition report under Section 13 or 15(d) of the Securities
        Exchange Act of 1934For the transition period from _______________________
        to _____________________
| |       |                                                                                                                                                                                  

Commission File Number: 333-00724

VALLEY RIDGE FINANCIAL CORP.

(Name of Small Business Issuer in Its Charter)

|Michigan                                 | 38-2888214                          
|---------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of          | (I.R.S. Employer Identification No.)
|Incorporation or Organization)           |                                     
|                                         |                                     
|450 West Muskegon Avenue                 |                                     
|Kent City, Michigan                      | 49330                               
|(Address of Principal Executive Offices) | (Zip Code)                          

(616) 678-5911(Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: None.

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

The issuer's revenues for the year ended December 31, 1999, were $13,253,311.

As of March 24, 2000, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $16,424,080. This amount is based on the sale price of $40.00 per share for the registrant's stock as of such date.

As of March 24, 2000, the registrant had outstanding 628,254 shares of Common Stock.

Transitional Small Business Disclosure Format (check one): Yes _____ No X

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections about the financial services industry, the economy, and about the Corporation itself.
Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, the Corporation undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information,
future events or otherwise.

Future factors include, but are not limited to, changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations;
changes in tax laws; changes in prices, levies and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behavior as well as their
ability to repay loans; and changes in the national economy. These are representative of the future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

PART I

Item 1. Description of Business.

Valley Ridge Financial Corp. (the "Corporation") is a Michigan bank holding corporation with its headquarters in Kent City, Michigan. The Corporation was formed on May 20, 1988. The Corporation is the parent company
of Valley Ridge Bank, a Michigan banking corporation. Valley Ridge Bank is the Corporation's only subsidiary. Valley Ridge Bank owns a 20% interest in a non-banking corporation, West Shore Computer Services, Inc., a data processing firm and owns 100% of
the outstanding shares of Valley Ridge Investments, Inc., a company that holds a 6% interest in a title company, Valley Ridge Realty, Inc., a real estate brokerage company, and Valley Ridge Financial Services, Inc., an insurance agency.

On July 1, 1996, Community Bank Corporation ("Community") merged with and into the Corporation (the "Merger"). The then-shareholders of Community received 152,159 shares of the Common Stock of the Corporation ("Valley
Ridge Common Stock") for the shares of common stock of Community that they held, in addition to cash in lieu of fractional shares. The Merger was treated as a pooling of interests for accounting purposes and the assets and liabilities of Community were
carried forward in the Corporation's accounts.

Effective at the close of business on December 6, 1996, the Corporation's two subsidiary banks, The Grant State Bank ("Grant") and Kent City State Bank ("Kent City"), were consolidated into a single banking
corporation (the "Consolidation"). The purpose of the Consolidation was to allow the Corporation to further realize operational efficiencies and provide more consistent and improved service to the market areas that the Corporation had been servicing. The
Consolidation resulted in a single bank named "Valley Ridge Bank" (the "Bank"). On December 31, 1999, the Bank had assets totaling $167 million, deposits of $120 million and shareholders' equity of $14 million.

The Corporation and the Bank operate in a single industry segment--the business of banking, which includes commercial banking, mortgage banking and other related activities. The Bank is a full service bank offering
customary commercial banking services, which include commercial and retail loans, business and personal checking accounts, savings and individual retirement accounts, time deposit instruments, automated transaction machine services, money transfer
services and safe deposit facilities, and insurance and real estate brokerage services. No material part of the business of the Corporation or the Bank is dependent upon a single customer or very few customers, the loss of which would have a materially
adverse effect on the Corporation.

The principal markets for the Corporation's financial services are presently the Michigan communities in which the Bank's offices are located and the areas immediately surrounding those communities. The Corporation
and the Bank serve these markets through eight offices located in Kent City, Coopersville, Egelston, Grant, Newaygo, Ravenna, Sparta and White Cloud, Michigan. This diversification allows the Bank to spread some of its market risk over a wider area and
not be subject to downturns in any specific community. Within this market area, the Bank competes with various banks, savings and loan associations and credit unions. The Bank is the only bank

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The business of banking is highly competitive. In addition to competition from other commercial banks, banks face significant competition from savings and loan associations, credit unions, finance companies, insurance
companies and investment and brokerage firms. The principal methods of competition for financial services are price (interest rates paid on deposits, interest rates charged on borrowings and fees charged for services) and service (convenience and quality
of services rendered to customers).

Banks and bank holding companies are extensively regulated. The Bank is chartered under state law and is supervised, examined and regulated by both the Financial Institutions Bureau of the Michigan Department of
Consumer and Industry Services (the "FIB") and the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Corporation is regulated by the Federal Reserve Board. Deposits of the Bank are insured by the Federal Deposit Insurance
Corporation (the "FDIC") to the extent provided by law.

Federal and state laws that govern banks significantly limit their business activities in a number of respects. Prior approval of the Federal Reserve Board, and in some cases various other government agencies, is
required for the Corporation to acquire control of any additional banks or other operating subsidiaries. The business activities of the Corporation and the Bank are limited to banking and other activities that are determined by the Federal Reserve Board
to be closely related to banking.

The Corporation is a legal entity separate and distinct from the Bank. There are legal limitations on the extent to which the Bank can lend or otherwise supply funds to the Corporation. In addition, payment of
dividends to the Corporation by the Bank is subject to various state and federal regulatory limitations.

Under Federal Reserve Board policy, the Corporation is expected to act as a source of financial strength to the Bank and to commit resources to support it. Under federal law, the FDIC also has authority to impose
special assessments on insured depository institutions to repay FDIC borrowings from the United States Treasury or other sources and to establish semi-annual assessment rates on Bank Insurance Fund ("BIF") member banks to maintain the BIF at the
designated reserve ratio required by law.

Banks are subject to a number of federal and state laws and regulations that have a material impact on their business. These include, among others, state usury laws, state laws relating to fiduciaries, the Truth in
Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited Funds Availability Act, the Community Reinvestment Act, electronic funds transfer laws, redlining laws, antitrust laws, environmental
laws and privacy laws. The instruments of monetary policy of authorities such as the Federal Reserve Board may influence the growth and distribution of bank loans, investments and deposits, and may also affect interest rates on loans and deposits. These
policies may have a significant effect on the operating results of banks.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act") substantially changed the geographic constraints applicable to the banking industry. The Riegle-Neal Act allows bank
holding companies to acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law. Effective June 1, 1997, the Riegle-Neal Act also allowed banks to establish interstate
branch networks through acquisitions of other banks. The establishment of de novo interstate branches or the acquisition of individual branches of a bank in another state (rather than the acquisition of an out-of-state bank in its entirety) is allowed by the Riegle-Neal Act only if specifically authorized by state law.
The legislation allowed individual states to "opt-out" of certain provisions of the Riegle-Neal Act by enacting appropriate legislation prior to June 1, 1997.

Michigan permits both U.S. and non-U.S. banks to establish branch offices in Michigan. The Michigan Banking Code permits, in appropriate circumstances and with the approval of the Commissioner of the FIB, (i) 
acquisition of Michigan banks by FDIC-insured banks, savings banks or savings and loan associations located in other states, (ii) sale by a Michigan bank of branches to an FDIC-insured bank, savings bank or savings and loan association located in a
state in which a Michigan bank could purchase branches of the purchasing entity, (iii) consolidation of Michigan banks and FDIC-insured banks, savings banks or savings and loan associations located in other states having laws permitting such
consolidation, (iv) establishment of branches in Michigan by FDIC-insured banks located in other states, the District of Columbia or U.S. territories or protectorates having laws

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The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") represents sweeping reform of federal regulation of financial services. The GLB Act largely removes the restrictions that previously prevented affiliations among
banks, securities firms, and insurance companies and provides for a system of functional regulation of the financial services industry. Among other provisions, the GLB Act:

| |  | Repeals the restrictions on banks affiliating with securities firms contained in the depression-era Glass-Steagall Act.                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Creates a new "financial holding company." A financial holding company may engage in a statutory list of financial activities, including insurance underwriting and agency activities, securities underwriting and brokerage activities,
merchant banking, and insurance company portfolio investment activities. Other activities that are "complimentary" to financial activities, a category to be defined by regulation, are also authorized for financial holding companies.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Provides a system of functional regulation under which, with certain exceptions, activities of banks and bank affiliates as securities brokers and investment advisors are subject to regulation and supervision by the Securities and Exchange
Commission, eliminating an exemption banks previously enjoyed.                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Reaffirms the traditional authority of states to regulate insurance companies and insurance agencies, but prohibits discrimination against bank affiliates that conduct those activities.                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Requires financial institutions to disclose their privacy policy to consumers and provides protections to consumers against the transfer and use of nonpublic personal information by financial institutions.                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Requires that agreements between banks and non-governmental entities in connection with the Community Reinvestment Act be disclosed to the public, and that community groups that receive funds from banks in excess of defined thresholds
disclose how those funds are used.                                                                                                                                                                                                    

Although the GLB Act repeals certain pre-existing statutory barriers to cross-industry affiliations and provides a structural framework for achieving the GLB Act's purposes, many details of implementing the changes authorized by the GLB
Act will be the subject of the regulations to be adopted in the future by the FRB, the Securities and Exchange Commission, and other federal agencies.

The nature of the business of the Bank is such that it holds title, on a temporary or permanent basis, to a number of parcels of real property. These include properties owned for branch offices and other business
purposes as well as properties taken in or in lieu of foreclosure to satisfy loans in default. Under current state and federal laws, present and past owners of real property may be exposed to liability for the cost of cleanup of environmental
contamination on or originating from those properties, even if they are wholly innocent of the actions that caused the contamination. These liabilities can be material and can exceed the value of the contaminated property.

The Corporation and the Bank employed approximately 107 persons (82 persons on a full-time equivalent basis) at December 31, 1999.

Certain statistical information describing the business of the Corporation and the Bank appears in Management's Discussion and Analysis or Plan of Operation included in Item 6 of this report and in the
Consolidated Financial Statements and notes thereto included in Item 7 of this report.

Item 2. Description of Property.

The Corporation maintains its offices and conducts its business operations from the principal banking office of the Bank in Kent City, Michigan. The Bank's principal office is located at 450 West Muskegon Avenue, Kent
City, Michigan. These premises encompass approximately 24,000 square feet, all of which are occupied by the Bank and the Corporation. The Corporation also owns a vacant lot located in an industrial park in Coopersville, Michigan.

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The Bank owns the premises occupied by its branch offices at the following addresses, all of which are in Michigan: 10 West Main Street, Grant (4,051 square feet), the corner of M-37 and M-82, Newaygo (1,450 square
feet), 661 West Randall Road, Coopersville (1,950 square feet); 3069 Slocum Road, Ravenna (3,300 square feet); 5475 Apple Avenue, Egelston (3,300 square feet); and 11 South State Street, Sparta (1,040 square feet). The Bank leases its office at 47 South
Charles Street, White Cloud, Michigan (approximately 500 square feet). The Corporation believes all of its and the Bank's properties are in good condition and repair and are adequately covered by insurance.

As part of its business, the Bank generates all types of mortgages. The Bank occasionally purchases mortgages as part of its business, but typically relies on its ability to generate mortgages for most purposes.

Item 3. Legal Proceedings.

From time to time, the Corporation or the Bank is party, as plaintiff or defendant, to legal proceedings in the normal course of operations. No pending litigation is considered material at this time.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable.

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PART II

Item 5. Market For Common Equity and Related Stockholder Matters.

There is no established public trading market for Valley Ridge Common Stock. Transactions in Valley Ridge Common Stock are occasionally effected by individuals on an informal basis. Some transactions are effected
through the involvement of local brokerage firms. The prices at which such transactions are effected are only occasionally reported to the Corporation. As of December 31, 1999, there were approximately 489 record holders of shares of Valley Ridge Common
Stock.

The Corporation has paid regular cash dividends since June 30, 1989. The following table summarizes the quarterly cash dividends paid to common shareholders during the last two full years:

| | Quarter |  | 1998  |  | 1999  | 
| | ------- |  | ----- |  | ----- | 
| | 1st     |  | $.25  |  | $.25  | 
| | 2nd     |  | .25   |  | .25   | 
| | 3rd     |  | .25   |  | .25   | 
| | 4th     |  | .25   |  | .25   | 
| | Total   |  | $1.00 |  | $1.00 | 

Holders of Valley Ridge Common Stock are entitled to receive dividends when, as and if declared by the Corporation's board of directors out of funds legally available for that purpose. The earnings of the
Corporation, through dividends paid by the Bank, are the principal source of funds to pay cash dividends. Consequently, cash dividends are dependent upon the earnings, capital needs, regulatory constraints and other factors affecting the Corporation.
Federal and state banking laws and regulations place certain restrictions on the amount of dividends and loans that a bank can pay to its parent company. These restrictions are not expected to prohibit the Corporation from continuing its normal dividend
policy.

Item 6. Management's Discussion and Analysis or Plan of Operation.

The following discussion is provided by Valley Ridge Financial Corp. management as its analysis of the consolidated financial condition and results of operations of Valley Ridge Financial Corp. ("Corporation") and Valley Ridge Bank ("Bank"). This
analysis should be read in conjunction with the consolidated financial statements and related notes.

Twelve Months Ended December 31, 1999 and 1998.

Results of Operations: The Corporation reported net income of $1,716,167 or $2.75 basic and diluted earnings per share for 1999. This was 5.5% higher than the $1,627,173, or $2.62 per share, earned in 1998. The increase in net income was
primarily a result of increased net interest income from $6,384,613 in 1998 to $7,065,071 in 1999, along with an increase in non-interest income from $1,382,786 in 1998 to $1,523,437 in 1999.

The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the related yields, as well as the interest expense on average interest-bearing liabilities.

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|                          | Years ended December 31, |  
|------------------------- | ------------------------ | -
|                          | 1 9 9 9                  |  
|                          | AverageBalance           |  
|Taxable investment        |                          |  
|securities                | $15,934,699              |  
|Tax-exempt securities (1) | 16,898,875               |  
|Total securities          | 32,833,574               |  
|Loans (1)(2)(3)           | 108,125,222              |  
|Federal funds sold        | 209,315                  |  
|Total earning assets      | 141,168,111              |  
|                          |                          |  
|Nonaccrual loans          | 262,702                  |  
|Less allowance for        |                          |  
|loan losses               | (1,399,268               | )
|Cash and due from banks   | 5,682,608                |  
|Other nonearning assets   | 9,657,322                |  
|Total assets              | $155,371,475             |  

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|                        | Years ended December 31, | 
|----------------------- | ------------------------ | 
|                        | 1 9 9 9                  | 
|                        | AverageBalance           | 
|Interest-bearing demand |                          | 
|deposits                | $14,199,436              | 
|Savings deposits        | 31,720,876               | 
|Time deposits           | 53,126,036               | 
|Total interest-bearing  |                          | 
|deposits                | 99,046,348               | 
|Other borrowings        | 19,455,902               | 
|Total interest-bearing  |                          | 
|liabilities             | 118,502,250              | 
|                        |                          | 
|Demand deposits         | 18,962,971               | 
|Other liabilities       | 3,012,600                | 
|Total liabilities       | 140,477,821              | 
|Average equity          | 14,893,654               | 
|                        |                          | 
|Total liabilities and   |                          | 
|equity                  | $155,371,475             | 
|                        |                          | 
|Net interest income     |                          | 
|Rate spread             |                          | 
|Net interest margin     |                          | 

|(1) | Yields reflected have been computed on a tax equivalent basis using a marginal tax rate of 34%.
|--- | -----------------------------------------------------------------------------------------------
|(2) | Average outstanding balances exclude non-accruing loans.                                       
|(3) | Includes loans held for sale.                                                                  

The following table presents the dollar amount of change in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. For purposes of this table, changes attributable to both rate and volume,
which cannot be segregated, have been allocated proportionately to the change due to volume and change due to rate.

|                                        | Year ended December 31,
1999 over 1998 |  
|--------------------------------------- | -------------------------------------- | -
|                                        | Total                                  |  
|Increase (decrease) in interest income  |                                        |  
|Loans (including loans held for sale)   | $760,423                               |  
|Taxable securities                      | 285,873                                |  
|Nontaxable securities                   | 114,008                                |  
|Federal funds sold                      | (154,373                               | )
|Net change in tax-equivalent income     | 1,005,931                              |  
|                                        |                                        |  
|Increase (decrease) in interest expense |                                        |  
|Interest-bearing demand deposits        | (38,072                                | )
|Savings deposits                        | (102,564                               | )
|Time deposits                           | (57,049                                | )
|Other borrowings                        | 485,437                                |  
|Net change in interest expense          | 287,752                                |  
|                                        |                                        |  
|Net change in tax-equivalent            |                                        |  
|net interest income                     | $718,179                               |  

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Net interest margin remained strong at 5.37% for 1999, a decline of 11 basis points from 1998. The decrease is largely due to increased competition for loan and deposit accounts. Average loans increased by 12.7% to $108,125,222. Average securities
increased 25.4% to $32,833,574. Average interest-bearing deposits increased $5,141,248 or 5.5%. The increase is primarily the result of various CD promotions throughout 1999. Average other borrowings increased by 70.7% to $19,455,902, and average equity
increased $841,145, a 6% increase.

The provision for loan losses was $400,000 and $300,000 for 1999 and 1998, respectively. The provision for loan losses represents the adjustment to the allowance for loan losses needed to maintain the allowance at a level determined by management to
cover inherent losses within the Corporation's loan portfolio. The allowance for loan losses is based on the application of projected loss ratios to the risk-ratings of loans, both individually and by category. Projected loss ratios incorporate such
factors as recent loss experience, current economic conditions and trends, trends in past due and impaired loans, and risk characteristics of various categories and concentrations of loans. Most of the loans charged-off were consumer loans for both years.

|                                                            | As of and for the years
ended December 31, |  
|----------------------------------------------------------- | ------------------------------------------ | -
|                                                            | 1999                                       |  
|Balance at beginning of year                                | $1,388,700                                 |  
|Provision charged to operating expense                      | 400,000                                    |  
|                                                           
|Recoveries on loans previously charged to the allowance     | 38,225                                     |  
|Loans charged off                                           | (207,237                                   | )
|Net charge offs                                             | (169,012                                   | )
|                                                            |                                            |  
|Balance at end of year                                      | $1,619,688                                 |  
|Allowance for loan losses as a percentage of                |                                            |  
|total loans as of year end                                  | 1.39%                                      |  
|Ratio of net charge-offs to average total loans outstanding |                                            |  
|during the year                                             | .0016                                      |  

The allowance for loan losses at December 31, 1999 was 1.02 times impaired loans outstanding at year end. Loan recoveries were 27% of the prior year's charge-offs. Net charge-offs for 1999 increased from $98,072 in 1998 to $169,012. Management
continually evaluates the loan portfolio for probable losses and makes provisions necessary to maintain the allowance at a level appropriate to provide for those losses. The provision increased from $300,000 in 1998 to $400,000 in 1999 due to increased
losses incurred in 1999. The net effect was a $230,988 increase in the allowance balance at December 31, 1999. These factors resulted in the ratio of allowance to total loans remaining consistent at 1.39% at December 31, 1999 and 1.40% at December 31,
1998. Management believes that this level of allowance is adequate to cover problem credits in the loan portfolio.

The balance of impaired loans at December 31, 1999 of $1,587,226 is $1,420,909 higher than at December 31, 1998. Three loans totaling $1,499,609 are designated as impaired at December 31, 1999 that were not impaired as of December 31, 1998. As
indicated in Note 4 of the consolidated financial statements, management does not anticipate significant loss exposure relating to the loans classified as impaired and has established no specific reserves against those loans due to favorable collateral
positions. As management does not anticipate loss exposure on these loans, these loans have not been placed on nonaccrual.

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The allowance for loan losses was allocated in an amount deemed necessary to provide for probable losses within the following loan categories as of December 31:

|                                      | (Dollars in thousands) | 
|------------------------------------- | ---------------------- | 
|                                      | 1 9 9 9                | 
|Balance at End ofPeriod Applicable to | PrincipalBalance       | 
|                                     
|Commercial and agricultural           | $  53,512              | 
|Real estate - mortgages               | 44,352                 | 
|Consumer                              | 18,911                 | 
|Unallocated                           |                        | 
|                                     
|                                      | $116,775               | 

Noninterest income was $1,523,437 and $1,382,786 for 1999 and 1998, respectively. The increase was primarily a result of increased service charges and net realized gain on the sale of premises and equipment for 1999 compared to 1998,
offset by a loss on sale of securities. Noninterest expense increased to $6,080,861 compared to $5,436,531 in 1998. Noninterest expense was higher in 1999 when compared to 1998 largely because of salaries and benefits, which increased $198,671 or 7.2%
representing annual salary increases and additional employees. Furniture and fixtures expense increased from 1998 to 1999 by $132,993 or 40.1% due to additional depreciation from furniture and equipment purchased for the new main office. Other expense
increased $201,604 or 20.1% primarily due to an increase in the Michigan Single Business Tax as a result of a reduction in the deduction for the new main office, and legal and professional fees increased $53,443 or 29.7% also contributing to the increase
in noninterest expense.

Following are overall return percentages and the dividend pay-out ratio for the past two years:

| |                                        | 1999  |  | 1998 
| | -------------------------------------- | ----- |  | -----
| |                                        |       |  |      
| | Return on average assets               | 1.10% |  | 1.18%
| | Return on average equity               | 11.52 |  | 11.58
| | Dividend pay-out ratio                 | 36.46 |  | 38.19
| | Average equity to average assets ratio | 9.59  |  | 10.18

Management is not aware of any existing trends, events, uncertainties or current recommendations by regulatory authorities that are expected to have a material impact on Valley Ridge's future operating results or financial condition.

Financial Condition, Liquidity, and Capital Resources: Total assets increased by $18,686,430 or 12.6% to $166,881,540 at December 31, 1999 compared to $148,195,110 at December 31, 1998. This growth is attributable primarily to
growth in the loan portfolio which was funded by FHLB advances. This growth was partially due to the Bank benefiting from consolidation of major regional banks in some of its markets in addition to the Bank's continued marketing efforts. Total liabilities
increased by $18,607,870 or 13.9% to $152,318,529 at December 31, 1999 compared to $133,710,659 at December 31, 1998. The increase in shareholders' equity is due primarily to retention of earnings, and offset by an unrealized loss of $323,609 on
securities available for sale.

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Total loans increased by $17,340,894 or 17.4% from the balance at December 31, 1998 to $116,774,847 at December 31, 1999. Deposits decreased by $271,055 or 0.23% to $119,311,696 at December 31, 1999. The overall impact of these two changes
was an increase in the net loan to deposit ratio to 97% at December 31, 1999 compared to 82% at December 31, 1998.

The following table shows the maturity of commercial, consumer, real estate construction and agricultural loans outstanding at December 31, 1999. Also provided below is the amount due after one year classified according to the terms of the loans.
Demand loans, loans with no stated maturity and overdrafts are reported as due in one year or less.

| |                          | Due in
One Yearor Less |  | Due after One
Year ThroughFive Years |  | Due
AfterFive Years
| | ------------------------ | ---------------------- |  | ------------------------------------ |  | -------------------
| |                          | (Dollars in thousands)
| |                          |                        |  |                                      |  |                    
| | Commercial               | $19,048                |  | $32,100                              |  | $3,567             
| | Consumer                 | 1,503                  |  | 23,413                               |  | 2,898              
| | Residential real estate  | 6,283                  |  | 19,745                               |  | 6,959              
| | Agricultural             | 120                    |  | 940                                  |  | 199                
| |                          |                        |  |                                      |  |                    
| |                          | $26,954                |  | $76,198                              |  | $13,623            
| |                          |                        |  |                                      |  |                    
| | Loans due after one year |                        |  |                                      |  |                    
| | With fixed rates         |                        |  | $70,080                              |  | $12,119            
| | With floating rates      |                        |  | 6,118                                |  | 1,504              
| |                          |                        |  |                                      |  |                    
| |                          |                        |  | $76,198                              |  | $13,623            

The time remaining until maturity of time certificates of deposit of $100,000 or more at December 31, 1999 were as follows:

| | Three months or less                  | $5,979,000  | 
| | ------------------------------------- | ----------- | 
| | Over three months through six months  | 3,039,000   | 
| | Over six months through twelve months | 1,290,000   | 
| | Over twelve months                    | 2,058,000   | 
| |                                       |             | 
| |                                       | $12,366,000 | 

The Bank paid dividends totaling $625,650 in 1999, compared to $621,394 paid during 1998.

The Corporation's capital ratios exceeded the minimum levels prescribed by the Federal Reserve Board, as shown in Note 16 of the consolidated financial statements.

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Total cash, cash equivalents and investment securities totaled $42,252,725 at December 31, 1999 or 25.3% of total assets. The principal source of funding for the Corporation continues to come from its deposit customers, which have historically
been a stable source of funds. Other sources of funding include normal loan repayments, sales and maturities of securities, federal funds available from correspondent banks, and additional advances available from the Federal Home Loan Bank. Management
believes that the current level of liquidity is sufficient to meet the normal operating needs of the Bank.

The following table shows by class of maturities at December 31, 1999, the amounts and weighted average yields of investment securities (1):

| |                                                  | CarryingValue          |  | AverageYield (2) |  
| | ------------------------------------------------ | ---------------------- |  | ---------------- | -
| |                                                  | (Dollars in thousands) | 
| | U.S. Treasury securities and obligations of U.S. |                        |  |                  |  
| | Government corporations and agencies             |                        |  |                  |  
| | One year or less                                 | $1,919                 |  | 5.93             | %
| | Over one through five years                      | 3,503                  |  | 6.06             |  
| | Over five through ten years                      | 5,506                  |  | 6.78             |  
| | Over ten years                                   |                        |  |                  |  
| |                                                  | 10,928                 |  | 6.40             |  
| | Obligations of states and political subdivisions |                        |  |                  |  
| | One year or less                                 | 1,362                  |  | 8.75             |  
| | Over one through five years                      | 2,673                  |  | 9.25             |  
| | Over five through ten years                      | 5,262                  |  | 8.11             |  
| | Over ten years                                   | 8,515                  |  | 8.23             |  
| |                                                  | 17,812                 |  | 8.39             |  
| |                                                  |                        |  |                  |  
| | Mortgage-backed securities and other             | 1,414                  |  | 6.60             |  
| |                                                  |                        |  |                  |  
| |                                                  | $30,154                |  | 7.58             | %

Because of their variable payments, mortgage-backed securities are not reported by a specific maturity grouping.

|(1) | Calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security.                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Weighted average yield has been computed on a fully taxable equivalent basis. The rates shown on state and municipal securities have been adjusted to a fully taxable equivalent using a federal income tax rate of 34%.

As of December 31, 1999, the securities of no issuer except the U.S. Government had an aggregate carrying value that exceeded 10% of shareholders' equity.

---

Securities sold under agreements to repurchase generally mature within one to three days from the transaction date. The Bank has pledged certain investment securities, which are held in safekeeping, as collateral against these borrowings. Valley Ridge
Bank had $4,975,085 and $1,204,014 in repurchase agreements at year end 1999 and 1998, respectively.

The Corporation had $25,000,000 and $11,000,000 in advances from the Federal Home Loan Bank at year end 1999 and 1998. Each advance requires monthly interest payments at either fixed or adjustable rates. These borrowings are collateralized by
nonspecific loans within the mortgage portfolio up to the principal outstanding and nonspecific qualifying securities within the securities portfolio.

The following table shows the interest sensitivity gaps for four different time intervals as of December 31, 1999.

|                             | Maturity or Repricing Frequency
|---------------------------- | -------------------------------
|                             | 0-3 months                     
|Interest-earning assets      |                                
|Loans                        | $40,508,000                    
|Investment securities        |                                
|Total                        | $40,508,000                    
|                             |                                
|Interest-bearing liabilities
|Certificates of deposit      | $13,689,000                    
|Savings accounts             | 18,947,000                     
|Money market accounts        | 14,608,000                     
|NOW accounts                 | 10,228,000                     
|FHLB Loan                    | 10,000,000                     
|                             |                                
|Total                        | $67,472,000                    
|                             |                                
|Interest sensitivity gap     | $ (26,964,000                  
|                             |                                
|Cumulative gap               |                                

The above table is based on contractual terms. Mortgage-backed securities do not have a single maturity date and therefore, were excluded from investment securities. Savings accounts, money market accounts, and NOW accounts are subject to
immediate withdrawal and are presented as repricing in the earliest period presented. Although demand and savings accounts, for which rates paid are not readjusted on a pre-established contract cycle and are subject to immediate withdrawal, are presented
as repricing in the 0-3 months period, management believes that these types of accounts are not as sensitive to changes in interest rates in the short-term as this presentation would indicate. The practice of underwriting loans with maturity dates of five
years or less and with variable rates allows for a repricing of those assets over a relatively short period. Additionally, management does not aggressively price deposits, preferring to maintain a level of lending supported primarily by its base of core
deposits. The Corporation's asset/liability management committee meets semi-annually, or more often as needed, to review gap positions and determine management strategies for loan and deposit pricing, purchase and sale of securities, and other borrowing
decisions.

---

Impact of Inflation and Changing Prices. Most assets and liabilities of a financial institution are monetary in nature. This differs from most commercial and industrial companies that have significant investments in fixed assets or
inventories. The effect of inflation on financial institutions is to a large extent indirect and the measure of such impact is largely subjective.

Noninterest expenses tend to rise during periods of general inflation. Inflation levels are to some degree reflected in interest rates. Changes in interest rates, which are to some extent attributable to changes in inflation rates or uncertainty
concerning changes in inflation rates, do affect the earnings of the Corporation. The Corporation seeks to protect net interest income from the adverse effects of interest rate fluctuations through its asset/liability management program.

The Corporation's management believes that increases in financial institution assets and deposits result in part from monetary inflation. As assets increase, the financial institution must increase equity capital proportionately to maintain appropriate
relationships between assets and equity.

Year 2000 Considerations

The Corporation completed the change to January 1, 2000 on all of its systems with no material problems. In addition, based on its knowledge as of the date of this annual report, the Corporation does not anticipate that any significant problems or
difficulties will arise during 2000. Management and staff will continue to monitor the Corporation's systems and to test date sensitive calculations throughout 2000.

Gramm-Leach-Bliley Act of 1999

The Gramm-Leach-Bliley Act of 1999 (Act) was passed by Congress and signed into law by the President on November 12, 1999. The Act's most publicized provisions eliminate many Federal and state law barriers to affiliations among banks, securities firms,
insurance companies, and other financial service providers. The overall thrust of the Act is to remove the historic laws that separated commercial banking from other financial service organizations. Companies that are presently engaged primarily in
insurance activities or securities activities will be permitted to acquire banks and bank holding companies and vice versa.

The Act does not introduce new products or services to the financial services industry overall. The Act, however, does provide for a more efficient means for financial institutions to offer those products and services by creating a "financial holding
company," or "FHC." Banks, securities firms, and insurance companies can now affiliate within the FHC structure to offer a much broader range of financial products and services than had previously been possible under either a traditional bank or insurance
holding company structure.

---

A FHC may go beyond traditional bank holding company powers and engage in activities that the Federal Reserve deems to be "financial in nature." Prior to the passage of the Act, banks and their subsidiaries could pursue many activities, such as selling
insurance, dealing in certain securities, and offering investment advisory services. However, prior regulatory rules generally placed limits on the extent of a bank's and bank holding company's involvement in those activities, or created barriers to
entry. The Act allows for a more efficient means for bank holding companies to offer all financial services within the new structure - the FHC.

The new legislation is expected, in time, to alter the competitive landscape of the product market served by the Corporation and may, in the future, also increase the Corporation's competition to include large, more diversified financial companies.

The Act also requires financial institutions to disclose their privacy policy to customers and provides protections to customers against the transfer and use of nonpublic personal information by financial institutions.

Item 7. Financial Statements.

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Valley Ridge Financial Corp.
Kent City, Michigan

We have audited the accompanying consolidated balance sheets of Valley Ridge Financial Corp. as of December 31, 1999 and 1998 and the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for
the years then ended. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Valley Ridge Financial Corp. at December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally accepted accounting principles.

s/Crowe, Chizek and Company LLP

Grand Rapids, Michigan
  February 11, 2000

---

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998

---

|                                              | 1999          |   | 1998           |  
|--------------------------------------------- | ------------- | - | -------------- | -
|ASSETS                                        |               |   |                |  
|Cash and due from banks                       | $  10,657,692 |   | $    5,553,484 |  
|Federal funds sold                            |               |   | 500,000        |  
|Total cash and cash equivalents               | 10,657,692    |   | 6,053,484      |  
|                                              |               |   |                |  
|Securities available for sale                 | 30,153,805    |   | 29,294,862     |  
|Other securities                              | 1,441,228     |   | 1,351,828      |  
|Loans held for sale                           |               |   | 3,670,761      |  
|                                              |               |   |                |  
|Loans                                         | 116,774,847   |   | 99,433,953     |  
|Allowance for loan losses                     | (1,619,688    | ) | (1,388,700     | )
|                                              | 115,155,159   |   | 98,045,253     |  
|                                              |               |   |                |  
|Accrued interest receivable                   | 1,191,057     |   | 1,079,289      |  
|Premises and equipment - net                  | 5,067,827     |   | 5,721,881      |  
|Other assets                                  | 3,214,772     |   | 2,977,752      |  
|                                              |               |   |                |  
|Total assets                                  | $166,881,540  |   | $148,195,110   |  
|                                              |               |   |                |  
|LIABILITIES AND SHAREHOLDERS' EQUITY          |               |   |                |  
|Deposits                                      |               |   |                |  
|Noninterest-bearing                           | $  20,952,744 |   | $  20,473,900  |  
|Interest-bearing                              | 98,358,952    |   | 99,108,851     |  
|Total                                         | 119,311,696   |   | 119,582,751    |  
|Federal funds purchased                       | 1,800,000     |   |                |  
|Securities sold under agreement to repurchase | 4,975,085     |   | 1,204,014      |  
|Other borrowings                              | 25,000,000    |   | 11,000,000     |  
|Accrued expenses and other liabilities        | 1,231,748     |   | 1,923,894      |  
|Total liabilities                             | 152,318,529   |   | 133,710,659    |  
|                                              |               |   |                |  
|Shareholders' equity                          |               |   |                |  
|Common stock, no par value: 2,000,000 shares  |               |   |                |  
|authorized and 628,670 and 622,573 shares     |               |   |                |  
|outstanding in 1999 and 1998.                 | 7,866,728     |   | 7,666,697      |  
|Retained earnings                             | 7,098,379     |   | 6,007,862      |  
|Unearned restricted stock                     | (78,487       | ) | (40,441        | )
|Accumulated other comprehensive income/(loss) | (323,609      | ) | 850,333        |  
|Total shareholders' equity                    | 14,563,011    |   | 14,484,451     |  
|                                              |               |   |                |  
|Total liabilities and shareholders' equity    | $166,881,540  |   | $148,195,110   |  

---

See accompanying notes to consolidated financial statements.

---

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
Years ended December 31, 1999 and 1998

---

|                                                    | 1999       |   | 1998      
|--------------------------------------------------- | ---------- | - | ----------
|Interest income                                     |            |   |           
|Loans, including fees                               | $9,812,010 |   | $9,050,545
|Federal funds sold                                  | 10,968     |   | 165,341   
|Securities                                          |            |   |           
|Taxable                                             | 972,049    |   | 686,176   
|Nontaxable                                          | 934,847    |   | 859,602   
|Total interest income                               | 11,729,874 |   | 10,761,664
|                                                    |            |   |           
|Interest expense                                    |            |   |           
|Deposits                                            | 3,522,792  |   | 3,720,477 
|Other                                               | 1,142,011  |   | 656,574   
|Total interest expense                              | 4,664,803  |   | 4,377,051 
|                                                    |            |   |           
|Net interest income                                 | 7,065,071  |   | 6,384,613 
|                                                    |            |   |           
|Provision for loan losses                           | 400,000    |   | 300,000   
|                                                    |            |   |           
|Net interest income after provision for loan losses | 6,665,071  |   | 6,084,613 
|                                                    |            |   |           
|Noninterest income                                  |            |   |           
|Service charges                                     | 1,088,929  |   | 837,958   
|Net realized gain (loss) on sale of securities      | (15,935    | ) | 182,268   
|Income earned on life insurance policy              | 151,903    |   | 127,761   
|Net realized gain on sale of loans                  | 19,326     |   | 21,693    
|Net realized gain on sale of premises and equipment | 93,371     |   | 7,781     
|Other income                                        | 185,843    |   | 205,325   
|Total noninterest income                            | 1,523,437  |   | 1,382,786 
|                                                    |            |   |           
|Noninterest expense                                 |            |   |           
|Salaries and benefits                               | 2,965,901  |   | 2,767,230 
|Occupancy                                           | 429,248    |   | 412,368   
|Furniture and fixtures                              | 464,407    |   | 331,414   
|Legal and professional fees                         | 233,495    |   | 180,052   
|Directors' fees                                     | 177,507    |   | 173,900   
|Data processing                                     | 294,950    |   | 267,332   
|Advertising                                         | 128,207    |   | 110,910   
|Supplies                                            | 180,263    |   | 188,046   
|Other expense                                       | 1,206,883  |   | 1,005,279 
|Total noninterest expenses                          | 6,080,861  |   | 5,436,531 
|                                                    |            |   |           
|Income before federal income tax                    | 2,107,647  |   | 2,030,868 
|                                                    |            |   |           
|Federal income tax expense                          | 391,480    |   | 403,695   
|                                                    |            |   |           
|Net income                                          | $1,716,167 |   | $1,627,173
|                                                    |            |   |           
|Basic and diluted earnings per share                | $   2.75   |   | $   2.62  

---

See accompanying notes to consolidated financial statements.

---

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31, 1999 and 1998

---

|                                                     | 1999         |   | 1998       |  
|---------------------------------------------------- | ------------ | - | ---------- | -
|Net income                                           | $1,716,167   |   | $1,627,173 |  
|Other comprehensive income, net of tax:              |              |   |            |  
|Unrealized holding gains and losses on               |              |   |            |  
|available-for-sale securities                        | (1,794,635   | ) | 411,914    |  
|Less reclassification adjustments for gains (losses) |              |   |            |  
|later recognized in income                           | (15,935      | ) | 182,268    |  
|Net unrealized gains and losses                      | (1,778,700   | ) | 229,646    |  
|Tax effect                                           | 604,758      |   | (78,080    | )
|                                                     |              |   |            |  
|Other comprehensive income                           | (1,173,942   | ) | 151,566    |  
|                                                     |              |   |            |  
|Comprehensive income                                 | $    542,225 |   | $1,778,739 |  

---

See accompanying notes to consolidated financial statements.

---

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1999 and 1998

---

|                                                                                                         | CommonStock |   | RetainedEarnings |   | Unearned
RestrictedStock |   | Accumulated
Other
ComprehensiveIncome/(Loss) |   | TotalShareholders'Equity |  
|-------------------------------------------------------------------------------------------------------- | ----------- | - | ---------------- | - | ------------------------ | - | -------------------------------------------- | - | ------------------------ | -
|                                                                                                        
|Balance, January 1, 1998                                                                                 | $7,596,526  |   | $5,002,083       |   | $                        |   | $698,767                                     |   | $13,297,376              |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Net income for 1998                                                                                      |             |   | 1,627,173        |   |                          |   |                                              |   | 1,627,173                |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Cash dividend ($1.00 per share)                                                                          |             |   | (621,394         | ) |                          |   |                                              |   | (621,394                 | )
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Issuance of restricted stock awards (unearned)                                                           | 80,881      |   |                  |   | (80,881                  | ) |                                              |   |                          |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Restricted stock awards earned                                                                           |             |   |                  |   | 40,440                   |   |                                              |   | 40,440                   |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Stock repurchased                                                                                        | (10,710     | ) |                  |   |                          |   |                                              |   | (10,710                  | )
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Net change in unrealized gain (loss) on
     securities available for sale, net of tax of
     ($78,080) |             |   |                  |   |                          |   | 151,566                                      |   | 151,566                  |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Balance, December 31, 1998                                                                               | 7,666,697   |   | 6,007,862        |   | (40,441                  | ) | 850,333                                      |   | 14,484,451               |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Net income for 1999                                                                                      |             |   | 1,716,167        |   |                          |   |                                              |   | 1,716,167                |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Cash dividend ($1.00 per share)                                                                          |             |   | (625,650         | ) |                          |   |                                              |   | (625,650                 | )
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Issuance of restricted stock awards (unearned)                                                           | 93,105      |   |                  |   | (93,105                  | ) |                                              |   |                          |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Restricted stock awards earned                                                                           |             |   |                  |   | 55,059                   |   |                                              |   | 55,059                   |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Stock options exercised                                                                                  | 111,566     |   |                  |   |                          |   |                                              |   | 111,566                  |  
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Stock repurchased                                                                                        | (4,640)     |   |                  |   |                          |   |                                              |   | (4,640                   | )
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Net change in unrealized gain (loss) on
securities available for sale, net of tax of
$604,758            |             |   |                  |   |                          |   | (1,173,942                                   | ) | (1,173,942               | )
|                                                                                                         |             |   |                  |   |                          |   |                                              |   |                          |  
|Balance, December 31, 1999                                                                               | $7,866,728  |   | $7,098,379       |   | $ (78,487                | ) | $ (323,609                                   | ) | $14,563,011              |  

---

See accompanying notes to consolidated financial statements.

---

VALLEY RIDGE FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1999 and 1998

---

|                                                           | 1999        |   | 1998        |  
|---------------------------------------------------------- | ----------- | - | ----------- | -
|Cash flows from operating activities                       |             |   |             |  
|Net income                                                 | $1,716,167  |   | $1,627,173  |  
|Adjustments to reconcile net income                        |             |   |             |  
|to net cash from operating activities                      |             |   |             |  
|Depreciation and amortization                              | 358,601     |   | 317,530     |  
|Amortization of the premiums and                           |             |   |             |  
|discounts on securities, net                               | 89,283      |   | 50,435      |  
|Provision for loan losses                                  | 400,000     |   | 300,000     |  
|(Gain) loss on sale of securities                          | 15,935      |   | (182,268    | )
|Gain on sale of loans                                      | (19,326     | ) | (21,693     | )
|Loans originated for sale                                  | (4,028,488  | ) | (8,810,321  | )
|Proceeds from loans sold                                   | 4,017,363   |   | 8,764,014   |  
|Gain on sale of fixed assets                               | (93,371     | ) | (7,781      | )
|Net change in                                              |             |   |             |  
|Accrued interest receivable and other assets               | 332,669     |   | (255,421    | )
|Accrued expenses and other liabilities                     | (637,087    | ) | 767,801     |  
|Net cash from operating activities                         | 2,151,746   |   | 2,549,469   |  
|                                                           |             |   |             |  
|Cash flows from investing activities                       |             |   |             |  
|Loan originations and payments, net                        | (13,890,166 | ) | (11,462,642 | )
|Proceeds from                                              |             |   |             |  
|Sale of securities available for sale                      | 5,703,472   |   | 8,362,564   |  
|Repayments and maturities of securities available for sale | 3,738,507   |   | 3,036,554   |  
|Premises and equipment                                     | 393,598     |   |             |  
|Purchases of                                               |             |   |             |  
|Securities available for sale                              | (12,184,841 | ) | (17,032,221 | )
|Federal Home Loan Bank stock                               | (89,400     | ) |             |  
|Farmer Mac stock                                           |             |   | (6,232      | )
|Premises and equipment                                     |             |   | (2,592,751  | )
|Net cash from investing activities                         | (16,328,830 | ) | (19,694,728 | )
|                                                           |             |   |             |  
|Cash flows from financing activities                       |             |   |             |  
|Net increase in short-term borrowings                      | 3,771,071   |   | 920,269     |  
|Net increase (decrease) in deposits                        | (271,055    | ) | 14,407,816  |  
|Advances from Federal Home Loan Bank                       | 22,000,000  |   | 3,000,000   |  
|Net change in federal funds purchased                      | 1,800,000   |   |             |  
|Payments on Federal Home Loan Bank advances                | (8,000,000  | ) | (3,000,000  | )
|Shares repurchased                                         | (4,640      | ) | (10,710     | )
|Stock options exercised                                    | 111,566     |   |             |  
|Dividends paid                                             | (625,650    | ) | (621,394    | )
|Net cash from financing activities                         | 18,781,292  |   | 14,695,981  |  
|                                                           |             |   |             |  
|Net change in cash and cash equivalents                    | 4,604,208   |   | (2,449,278  | )
|                                                           |             |   |             |  
|Cash and cash equivalents at beginning of year             | 6,053,484   |   | 8,502,762   |  
|                                                           |             |   |             |  
|Cash and cash equivalents at end of year                   | $10,657,692 |   | $6,053,484  |  
|                                                           |             |   |             |  
|Supplemental disclosures of cash flow information          |             |   |             |  
|Cash paid during the year for                              |             |   |             |  
|Interest                                                   | $4,597,425  |   | $4,457,914  |  
|Income taxes                                               | 570,184     |   | 517,149     |  
|                                                           |             |   |             |  
|Supplemental disclosure of non-cash investing activities   |             |   |             |  
|Transfer of loans from portfolio to held for sale          |             |   | $3,670,761  |  
|Transfer of loans from held for sale to portfolio          | $3,752,253  |   |             |  

---

See accompanying notes to consolidated financial statements.

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The consolidated financial statements include Valley Ridge Financial Corp., its wholly-owned subsidiary, Valley Ridge Bank, and its wholly-owned subsidiaries, Valley Ridge Realty, Inc., Valley Ridge Investments,
Inc., and Valley Ridge Financial Services, Inc., after elimination of significant intercompany transactions and accounts.

Nature of Operations: Valley Ridge Financial Corp. ("Corporation") is a regional, community-based financial institution, that owns all of the outstanding stock of Valley Ridge Bank ("Bank"). The Bank's loan and deposit accounts are primarily
with customers located in Western Michigan, within the counties of Kent, Ottawa, Muskegon and Newaygo. The Bank also owns all of the outstanding stock of three subsidiaries, Valley Ridge Realty, Valley Ridge Investments, Inc., and Valley Ridge Financial
Services, Inc. The primary business of these subsidiaries are real estate sales and insurance. Substantially all revenues are derived from banking products and services.

Use of Estimates: To prepare financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported
in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses and fair values of financial instruments are particularly subject to change.

Cash Flows: Cash and cash equivalents include cash on hand, demand deposits with other financial institutions and federal funds sold. Cash flows are reported net for customer loan and deposit transactions, interest-bearing time deposits with
other financial institutions and short-term borrowings with maturities of 90 days or less.

Securities: Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before
maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported separately in shareholders' equity, net of tax. Other securities such as Federal Home Loan Bank stock are carried at cost. Gains and
losses on the sales of securities available for sale are determined using the specific allocation method. Securities are written down to fair value when a decline in fair value is not temporary. Interest and dividend income, adjusted by amortization of
purchase premium or discount, is included in earnings.

Loans: Loans are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Loans held for sale are reported at the lower of cost or market, on an aggregate basis.
Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the loan term.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest income is not reported when full loan repayment is in doubt, typically when payments are past due over 90 days. Payments received on such loans are reported as principal reductions.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance, increased by the provision for loan losses and recoveries, and decreased by charge-offs. Management estimates the allowance balance required based on past loan
loss experience, known and inherent risks in the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire
allowance is available for any loan that, in management's judgment, should be charged-off.

Loan impairment is reported when full payment under the loan terms is not expected. Impairment is evaluated in the aggregate for smaller-balance loans of similar nature such as residential mortgage, consumer and credit card loans, and on an individual
loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate. Loans are evaluated for impairment when
payments are delayed, typically 90 days or more, or when it is probable that all principal and interest amounts will not be collected according to the original terms of the loan.

Premises and Equipment: Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using both straight-line and accelerated methods over the estimated useful lives of the respective assets.

Other Real Estate Owned: Real estate properties acquired in collection of a loan are recorded at fair value at acquisition. Any reduction to fair value from the carrying value of the related loan is accounted for as a loan loss. After
acquisition, a valuation allowance reduces the reported amount to the lower of the initial amount or fair value less costs to sell. Expenses, gains and losses on disposition, and changes in the valuation allowance are reported in other expenses. The
Corporation held approximately $51,000 and $662,000 of other real estate at December 31, 1999 and 1998.

Servicing Rights: Servicing rights represent the allocated cost of servicing rights retained on loans sold. Servicing rights are expensed in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based
on the fair value of the rights, using groupings of the underlying loans as to interest rates and then, secondarily, as to geographic and prepayment characteristics. Any impairment of a grouping is reported as a valuation allowance.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Intangibles: Purchased intangibles, primarily goodwill and core deposit value, are recorded at cost and amortized over the estimated lives. Goodwill amortization is straight-line over 25 years, and core deposit amortization is accelerated over
12 years.

Long-Term Assets: These assets are reviewed for impairment when events indicate the carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts.

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

Employee Benefits: The Corporation maintains a profit sharing 401(k) plan for substantially all employees. Effective October 1, 1999 the Bank and the Corporation merged the Employee Stock Ownership Plan into the profit sharing plan and moved
sponsorship of the plan from the Bank to the Corporation. Contributions to the profit sharing plan are made at the discretion of the Board of Directors. The Plan allows employee contributions up to 12% of employee compensation. Up to 6% of the
contributions are matched at 50% by the Bank.

Restricted Stock Awards: The measurement of total compensation cost for restricted stock awards is based upon the fair value of the shares at the grant date. Compensation expense is recognized on a prorata basis over the vesting period of the
award. The unearned compensation value of the restricted stock awards is shown as a reduction of shareholders' equity.

Stock Options: Expense for employee compensation is recognized only if the options are granted below the market price at the date of grant. As shown in a separate footnote, pro forma disclosures of net income and earnings per share are provided
as if the fair value method were used for stock-based compensation.

Income Taxes: Income tax expense is the sum of the current year income tax return liability plus the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed separately. Fair value estimates involve uncertainties and matters of
significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Dividend Restrictions: Banking regulations require the maintenance of certain capital levels and may limit the amount of dividends which may be paid by the Bank to the Corporation or by the Corporation to shareholders.

Earnings Per Share: Basic earnings per share is based on weighted-average common shares outstanding. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options. Earnings and
dividends per share are restated for all stock splits and dividends through the date of issue of the financial statements.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components
of equity.

New Accounting Pronouncements: Beginning January 1, 2001, a new accounting standardwill require all derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values will be recorded in the income
statement. Fair value changes involving hedges will generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. This is not expected to have a material
effect but the effect will depend on derivative holdings when this standard applies.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably
estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Reclassifications: Some items in prior financial statements have been reclassified to conform with the current presentation.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 2 - CASH AND DUE FROM BANKS

Minimum cash balances, which are based on the deposit levels of the Bank, are required to be maintained by the Federal Reserve as legal reserve requirements. Cash balances restricted from usage due to these requirements were approximately $696,000 and
$690,000 at December 31, 1999 and 1998, respectively.

NOTE 3 - SECURITIES

The amortized cost and fair values of securities at year-end were as follows:

Available for Sale

|                               |               |  |                       |  |                        |   |             
|------------------------------ | ------------- |  | --------------------- |  | ---------------------- | - | ------------
|                               | AmortizedCost |  | Gross
UnrealizedGains |  | Gross
UnrealizedLosses |   | FairValues  
|1999                           |               |  |                       |  |                        |   |             
|U.S. Treasury securities and   |               |  |                       |  |                        |   |             
|obligations of U.S. Government |               |  |                       |  |                        |   |             
|corporations and agencies      | $11,470,933   |  |                       |  | $(543,293              | ) | $10,927,640 
|Obligations of states and      |               |  |                       |  |                        |   |             
|political subdivisions         | 17,709,935    |  | $    435,689          |  | (333,171               | ) | 17,812,453  
|                               | 29,180,868    |  | 435,689               |  | (876,464               | ) | 28,740,093  
|Mortgage-backed securities     | 1,463,254     |  | 2,545                 |  | (52,087                | ) | 1,413,712   
|                               |               |  |                       |  |                        |   |             
|                               | $30,644,122   |  | $    438,234          |  | $ (928,551             | ) | $30,153,805 
|                               |               |  |                       |  |                        |   |             
|1998                           |               |  |                       |  |                        |   |             
|U.S. Treasury securities and   |               |  |                       |  |                        |   |             
|obligations of U.S. Government |               |  |                       |  |                        |   |             
|corporations and agencies      | $  8,115,226  |  | $      75,340         |  | $    (2,807            | ) | $  8,187,759
|Obligations of states and      |               |  |                       |  |                        |   |             
|political subdivisions         | 15,613,694    |  | 1,255,911             |  | (1,527                 | ) | 16,868,078  
|                               | 23,728,920    |  | 1,331,251             |  | (4,334                 | ) | 25,055,837  
|Mortgage-backed securities     | 4,277,558     |  | 13,266                |  | (51,799                | ) | 4,239,025   
|                               |               |  |                       |  |                        |   |             
|                               | $28,006,478   |  | $1,344,517            |  | $  (56,133             | ) | $29,294,862 

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 3 - SECURITIES (Continued)

Other Securities

| |                              | Cost1999     |  | Cost1998    
| | ---------------------------- | ------------ |  | ------------
|
| | Federal Reserve stock        | $    180,000 |  | $    180,000
| | Federal Home Loan Bank stock | 1,250,000    |  | 1,160,600   
| | Farmer Mac stock             | 11,228       |  | 11,228      
|
| |                              | $1,441,228   |  | $1,351,828  

The amortized cost and fair values of debt investment securities at year-end 1999, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties. Securities not due at a single maturity date, mortgage-backed securities, are shown separately.

| |                                        | AmortizedCost |  | FairValues  
| | -------------------------------------- | ------------- |  | ------------
| |                                        |               |  |             
| | Due in one year or less                | $  3,368,549  |  | $  3,267,762
| | Due after one year through five years  | 6,241,435     |  | 6,176,020   
| | Due after five years through ten years | 11,027,615    |  | 10,781,555  
| | Due after ten years                    | 8,543,269     |  | 8,514,756   
| |                                        | 29,180,868    |  | 28,740,093  
| | Mortgage-backed securities             | 1,463,254     |  | 1,413,712   
| |                                        |               |  |             
| |                                        | $30,644,122   |  | $30,153,805 

Gross realized gains from sales of securities available for sale were $22,729 and $182,493 for 1999 and 1998. Gross losses on those sales were $38,664 and $225 for 1999 and 1998.

Securities with a par value of approximately $400,000 were pledged to secure public deposits and for various other purposes as required or permitted by law at December 31, 1999 and 1998. Securities with a par value of $3,000,000 were pledged to secure
short-term borrowings at December 31, 1999. Nonspecific securities were pledged to secure FHLB advances at December 31, 1999.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 4 - LOANS

Year-end loans were as follows:

| |                         | 1999          |  | 1998       
| | ----------------------- | ------------- |  | -----------
|
| | Commercial              | $  47,298,861 |  | $37,528,868
| | Residential real estate | 44,352,431    |  | 38,062,631 
| | Consumer                | 18,910,988    |  | 16,403,123 
| | Agricultural            | 6,212,567     |  | 7,439,331  
| |                         |               |  |            
| |                         | $116,774,847  |  | $99,433,953

Loans serviced for others were $18,535,487 and $16,670,404 at year-end 1999 and 1998, respectively.

Activity in the allowance for loan losses was as follows:

| |                                        | 1999       |   | 1998       |  
| | -------------------------------------- | ---------- | - | ---------- | -
|
| | Balance at beginning of year           | $1,388,700 |   | $1,186,772 |  
| | Provision charged to operating expense | 400,000    |   | 300,000    |  
| | Recoveries on loans previously         |            |   |            |  
| | charged to the allowance               | 38,225     |   | 43,612     |  
| | Loans charged off                      | (207,237   | ) | (141,684   | )
| |                                        |            |   |            |  
| | Balance at end of year                 | $1,619,688 |   | $1,388,700 |  

Impaired loans were as follows:

|                                     |                                                            | 1999       |  | 1998    
|------------------------------------ | ---------------------------------------------------------- | ---------- |  | --------
|                                    
|                                     | Year-end loans with no allowance for loan losses allocated | $1,587,226 |  | $166,317
|                                     | Year-end loans with allowance for loan losses allocated    | 0          |  | 0       
|                                     | Amount of the allowance allocated                          | 0          |  | 0       
|                                     |                                                            |            |  |         
|                                     | Average of impaired loans during the year                  | 440,835    |  | 983,063 
|                                     | Interest income recognized during impairment               | 36,369     |  | 69,711  
|                                     | Cash basis interest income recognized                      | 3,500      |  | 57,884  
|                                     |                                                            |            |  |         
|Nonperforming loans were as follows: |                                                            |            | 
|                                     | Loans past due over 90 days still on accrual               | 75,222     |  | 19,832  
|                                     | Nonaccrual loans                                           | 438,038    |  | 276,458 

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---



NOTE 5 - PREMISES AND EQUIPMENT - NET

Year-end premises and equipment were as follows:

|                          | Cost         |  | AccumulatedDepreciation |   | CarryingValue
|------------------------- | ------------ |  | ----------------------- | - | -------------
|1999                      |              |  |                         |   |              
|Land                      | $    305,422 |  |                         |   | $    305,422 
|Building and improvements | 3,820,727    |  | $    (763,982           | ) | 3,056,745    
|Furniture and equipment   | 4,262,741    |  | (2,557,081              | ) | 1,705,660    
|                          |              |  |                         |   |              
|                          | $8,388,890   |  | $ (3,321,063            | ) | $5,067,827   
|1998                      |              |  |                         |   |              
|Land                      | $    305,422 |  |                         |   | $    305,422 
|Building and improvements | 5,678,703    |  | $ (1,016,847            | ) | 4,661,856    
|Furniture and equipment   | 3,005,369    |  | (2,250,766              | ) | 754,603      
|                          |              |  |                         |   |              
|                          | $8,989,494   |  | $ (3,267,613            | ) | $5,721,881   

NOTE 6 - DEPOSITS

Deposits at year-end are summarized as follows:

|                                            | 1999          |  | 1998         
|------------------------------------------- | ------------- |  | -------------
|                                           
|Noninterest-bearing demand deposit accounts | $  20,952,744 |  | $  20,473,900
|Money market accounts                       | 14,607,935    |  | 15,850,182   
|NOW and Super NOW accounts                  | 10,227,546    |  | 10,953,463   
|Savings accounts                            | 18,947,274    |  | 19,268,254   
|Certificates of deposit                     | 54,576,197    |  | 53,036,952   
|                                            |               |  |              
|                                            | $119,311,696  |  | $119,582,751 

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 6 - DEPOSITS (Continued)

At year-end 1999 and 1998, stated maturities of all time deposits were as follows:

| |                | 1999        |  | 1998       
| | -------------- | ----------- |  | -----------
|
| | In one year    | $40,704,648 |  | $37,766,111
| | In two years   | 6,749,791   |  | 6,428,237  
| | In three years | 5,940,216   |  | 3,194,754  
| | In four years  | 707,789     |  | 3,367,580  
| | In five years  | 409,160     |  | 2,245,053  
| | Thereafter     | 64,593      |  | 35,217     
| |                |             |  |            
| |                | $54,576,197 |  | $53,036,952

Time deposit accounts of $100,000 or more were $12,366,000 and $9,379,000 at year-end 1999 and 1998, respectively.

NOTE 7 - OTHER BORROWINGS

The Corporation had the following advances from the Federal Home Loan Bank ("FHLB"):

| | Maturity Date      |  | Interest Rate   |  | 1999         |  | 1998        
| | ------------------ |  | --------------- |  | ------------ |  | ------------
|
| | February 1, 1999   |  | 5.23 %(fixed)   |  |              |  | $  1,000,000
| | February 1, 1999   |  | 5.26 (fixed)    |  |              |  | 2,000,000   
| | July 9, 1999       |  | 6.07 (fixed)    |  |              |  | 2,000,000   
| | September 22, 1999 |  | 6.08 (fixed)    |  |              |  | 3,000,000   
| | January 10, 2000   |  | 4.05 (variable) |  | $  2,000,000 |  |             
| | February 16, 2000  |  | 5.88 (variable) |  | 3,000,000    |  |             
| | March 6, 2000      |  | 5.88 (variable) |  | 2,000,000    |  |             
| | March 21, 2000     |  | 5.88 (variable) |  | 3,000,000    |  |             
| | April 24, 2000     |  | 5.90 (variable) |  | 1,000,000    |  |             
| | May 3, 2000        |  | 5.88 (variable) |  | 3,000,000    |  |             
| | June 6, 2000       |  | 5.88 (variable) |  | 1,000,000    |  |             
| | July 10, 2000      |  | 6.06 (variable) |  | 2,000,000    |  |             
| | December 2, 2002   |  | 5.94 (fixed)    |  | 5,000,000    |  |             
| | October 22, 2003   |  | 5.12 (fixed)    |  | 3,000,000    |  | 3,000,000   
| |                    |  |                 |  |              |  |             
| |                    |  |                 |  | $25,000,000  |  | $11,000,000 

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 7 - OTHER BORROWINGS(Continued)



Each advance requires monthly interest payments at either fixed or adjustable rates. These advances were required to be collateralized by at least $40,000,000 and $17,600,000 of the Corporation's first mortgage loans under a blanket lien arrangement at
December 31, 1999 and 1998, respectively.

NOTE 8 - FEDERAL INCOME TAXES

The provision for income taxes consists of:

| |                  | 1999     |   | 1998     |  
| | ---------------- | -------- | - | -------- | -
|
| | Current expense  | $547,765 |   | $559,129 |  
| | Deferred benefit | (156,285 | ) | (155,434 | )
| |                  | $391,480 |   | $403,695 |  

Year-end deferred tax assets and liabilities consist of:

| |                                                              | 1999     |   | 1998      |  
| | ------------------------------------------------------------ | -------- | - | --------- | -
| | Deferred tax assets                                          |          |   |           |  
| | Allowance for loan losses                                    | $399,458 |   | $320,922  |  
| | Deferred loan fees                                           | 70,406   |   | 60,649    |  
| | Deferred compensation                                        | 278,689  |   | 210,528   |  
| | Core deposit amortization                                    | 21,056   |   | 27,576    |  
| | Net unrealized depreciation on securities                    |          |   |           |  
| | available for sale                                           | 166,708  |   |           |  
| | Other                                                        | 17,687   |   | 17,778    |  
| |                                                              | 954,004  |   | 637,453   |  
| |                                                              |          |   |           |  
| | Deferred tax liabilities                                     |          |   |           |  
| | Fixed assets                                                 | (199,572 | ) | (201,952  | )
| | Net unrealized appreciation on securities available for sale |          |   | (438,051  | )
| | Accrual to cash                                              |          |   | (23,777   | )
| | Other                                                        | (65,061  | ) | (45,346   | )
| |                                                              | (264,633 | ) | (709,126  | )
| |                                                              |          |   |           |  
| | Net deferred tax asset (liability)                           | $689,371 |   | $ (71,673 | )

No valuation allowance has been recorded against the deferred tax assets.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 8 - FEDERAL INCOME TAXES(Continued)

The effective tax rate differs from the statutory federal income tax rate as follows:

| |                                            | 1999     |   | 1998     |  
| | ------------------------------------------ | -------- | - | -------- | -
|
| | Statutory rates                            | $716,600 |   | $690,495 |  
| | Increase (decrease) from                   |          |   |          |  
| | Tax-exempt interest                        | (334,564 | ) | (308,439 | )
| | Nondeductible interest expense             | 37,200   |   | 34,333   |  
| | Income related to officers' life insurance | (25,943  | ) | (17,735  | )
| | Other, net                                 | (1,813   | ) | 5,041    |  
| |                                            |          |   |          |  
| | Income tax expense                         | $391,480 |   | $403,695 |  
| |                                            |          |   |          |  
| | Effective tax rate                         | 18.57%   |   | 19.88%   |  

NOTE 9 - EARNINGS PER SHARE

The factors used in the earnings per share computation follow.

| |                                            | 1999            |  | 1998           
| | ------------------------------------------ | --------------- |  | ---------------
| | Basic                                      |                 |  |                
| | Net income                                 | $1,716,167      |  | $1,627,173     
| | Weighted average common shares outstanding | 624,508         |  | 620,418        
| |                                            |                 |  |                
| | Basic earnings per common share            | $          2.75 |  | $          2.62
| |                                            |                 |  |                
| | Diluted                                    |                 |  |                
| | Net income                                 | $1,716,167      |  | $1,627,173     
| |                                            |                 |  |                
| | Weighted average common shares outstanding |                 |  |                
| | for basic earnings per common share        | 624,508         |  | 620,418        
| | Add: Dilutive effect of assumed            |                 |  |                
| | exercises of stock options                 | 489             |  | 123            
| |                                            |                 |  |                
| | Average shares and dilutive potential      |                 |  |                
| | common shares                              | 624,997         |  | 620,541        
| |                                            |                 |  |                
| | Diluted earnings per common share          | $          2.75 |  | $          2.62

1,450 shares of unearned restricted stock were not considered in computing diluted earnings per common share for 1998 because they were antidilutive.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 10 - EMPLOYEE BENEFIT PLANS

The Corporation maintains a profit sharing 401(k) plan for substantially all employees. Effective October 1, 1999, the Employee Stock Ownership Plan was merged into the profit sharing plan and sponsorship of the Plan was moved from the Bank to the
Corporation. Under the Plan, employees may make voluntary contributions based on a percentage of compensation. The Plan also allows the Corporation, at the discretion of the Board of Directors, to provide an annual contribution. The Corporation's profit
sharing contribution to the Plan was $180,000 and $120,000 in 1999 and 1998. Additionally, the Corporation made 401(k) matching contributions to the Plan of $43,800 and $39,000 in 1999 and 1998. The Corporation made ESOP contributions totaling $0 in 1999
and $50,000 in 1998.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 11 - STOCK INCENTIVE PLAN

A stock incentive plan was established during 1998 for directors, officers, and other key employees of the Corporation and its subsidiaries. The plan authorizes the issuance of up to 30,000 shares in the form of stock options and restricted stock
awards.

Stock options for nonemployee directors are granted at the market price on the date of grant. Stock options awarded to nonemployee directors are fully vested on the date of grant and expire five years from the date of grant. Half of the restricted
stock awards vest at the date of grant with the remainder vesting in five equal annual installments from the date of grant.

A summary of the activity in the plan is as follows:

|                             |            |   | Stock Options |   | Restricted Stock              
|---------------------------- | ---------- | - | ------------- | - | ------------------------------
|                             | Authorized |   | Options       |   | Weighted
Average
ExercisePrice
|Balance outstanding          |            |   |               |   |                               
|January 1, 1998              | 0          |   |               |   |                               
|Authorized                   | 30,000     |   |               |   |                               
|Granted                      | (6,288     | ) | 3,388         |   | $27.89                        
|Balance outstanding          |            |   |               |   |                               
|December 31, 1998            | 23,712     |   | 3,388         |   | 27.89                         
|                             |            |   |               |   |                               
|Granted                      | (5,395     | ) | 2,695         |   | 35.00                         
|Exercised                    |            |   | (3,563        | ) | 31.31                         
|Forfeited                    | (50        | ) |               |   |                               
|                             |            |   |               |   |                               
|Balance outstanding          |            |   |               |   |                               
|December 31, 1999            | 18,267     |   | 2,520         |   | $30.66                        
|                             |            |   |               |   |                               
|Options (shares) exercisable |            |   |               |   |                               
|(vested) at year-end         |            |   | 2,520         |   | $30.66                        

Compensation expense related to restricted stock awards was $55,059 and $40,440 for 1999 and 1998.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 11 - STOCK INCENTIVE PLAN (Continued)

Had compensation cost for stock options been measured using FASB Statement No. 123, net income and earnings per share would have been the pro forma amounts indicated below. The pro forma effect may increase in the future if more options are granted.

| |                                                   | 1999       |  | 1998      
| | ------------------------------------------------- | ---------- |  | ----------
|
| | Net income as reported                            | $1,716,167 |  | $1,627,173
| | Pro forma net income                              | 1,704,686  |  | 1,619,076 
| |                                                   |            |  |           
| | Basic earnings per share as reported              | 2.75       |  | 2.62      
| | Pro forma basic earnings per share                | 2.73       |  | 2.61      
| |                                                   |            |  |           
| | Diluted earnings per share as reported            | 2.75       |  | 2.62      
| | Pro forma diluted earnings per share              | 2.73       |  | 2.61      
| |                                                   |            |  |           
| | Weighted-average grant-date fair value per option | 4.26       |  | 2.39      

The pro forma effects are computed using option pricing models, using the following weighted-average assumptions as of grant date:

| |                                 | 1999    |  | 1998   
| | ------------------------------- | ------- |  | -------
|
| | Risk-free interest rate         | 5.86%   |  | 5.65%  
| | Expected option life            | 4 years |  | 4 years
| | Expected stock price volatility | 7.5%    |  | 3.87%  
| | Dividend yield                  | 2.67%   |  | 3.18%  

NOTE 12 - DIRECTOR DEFERRED COMPENSATION PLAN

The Corporation instituted a Director Deferred Compensation Plan in 1994, whereby directors may periodically defer a portion of current compensation. The Corporation has committed to pay to the directors, or the directors' designated beneficiaries
or survivors, the total amount of deferred compensation plus accumulated interest at or following retirement. The interest is added to the accumulated deferred compensation liability at a periodic compound rate. The agreement also addresses termination,
disability or death prior to retirement. The Corporation purchased single premium universal life insurance policies in connection with the establishment of the plan. The cash surrender value of these policies as of December 31, 1999 and 1998 was
$2,136,415 and $1,854,412, respectively, which was included in other assets. The compensation expense was $177,507 and $173,900 for 1999 and 1998, respectively. The portion of the compensation expense deferred for 1999 and 1998 was $161,807 and $160,800,
respectively. The accrued deferred compensation liability was $730,952 and $569,145 as of December 31, 1999 and 1998, respectively.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 13 - RELATED PARTIES

Certain directors and executive officers of the Corporation, including their immediate families and companies in which they are principal owners, were loan customers of the Corporation. At December 31, 1999 and 1998, the Corporation had approximately
$2,331,000 and $2,115,000 in outstanding loans to directors and executive officers. New loans and repayments were $1,517,000 and $1,301,000, respectively, during 1999.

Related party deposits totaled approximately $1,647,000 and $2,514,000 at year-end 1999 and 1998.

NOTE 14 - COMMITMENTS, OFF-BALANCE-SHEET RISK AND CONTINGENCIES

There are various contingent liabilities that are not reflected in the consolidated financial statements, including claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal
counsel, the ultimate disposition of these matters is not expected to have a material effect on financial condition or results of operations.

Some financial instruments are used to meet customer financing needs and to reduce exposure to interest rate changes. These financial instruments include commitments to extend credit and standby letters of credit. These involve, to varying degrees,
credit and interest-rate risk in excess of the amount reported in the financial statements.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment, and generally have fixed expiration dates. Standby letters of credit are conditional commitments to
guarantee a customer's performance to a third party. Exposure to credit loss if the other party does not perform is represented by the contractual amount for commitments to extend credit and standby letters of credit. Collateral or other security is
normally not obtained for these financial instruments prior to their use, and many of the commitments were expected to expire without being used.

Commitments at year-end are as follows:

| |                                   | 1999       |  | 1998      
| | --------------------------------- | ---------- |  | ----------
| |                                   |            |  |           
| | Commitments to make loans         | $2,473,000 |  | $5,585,000
| | Commercial unused lines of credit | 7,110,000  |  | 7,236,000 
| | Consumer unused lines of credit   | 1,752,000  |  | 2,520,000 
| | Standby letters of credit         | 194,000    |  | 45,000    

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 14 - COMMITMENTS, OFF-BALANCE-SHEET RISK AND CONTINGENCIES(Continued)

Substantially all of the commitments to make loans at December 31, 1999 were made at fixed rates ranging from 8.5% to 10.5%. These commitments generally have termination dates of one year or less and may require a fee. Since many of the above
commitments expire without being used, the above amounts do not necessarily represent future cash commitments. No losses are anticipated as a result of these transactions.

NOTE 15 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate fair values for financial instruments. The carrying amount is considered to estimate fair value for cash and short-term instruments, demand deposits, short-term borrowings, accrued interest,
and variable rate loans or deposits that reprice frequently and fully. Securities fair values are based on quoted market prices or, if no quotes are available, on the rate and term of the security and on information about the issuer. For fixed rate loans
or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, the fair value is estimated by discounted cash flow analysis using current market rates for the estimated life and credit risk. Fair values for impaired
loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Fair value of loans held for sale is based on market estimates. The fair value of debt is based on currently available rates for similar financing.

Financial instruments at year-end were as follows, in thousands:

| |                                 | 1 9 9 9         |  | 1 9 9 8        
| | ------------------------------- | --------------- |  | ---------------
| |                                 | CarryingAmount  |  | FairValue      
| |                                 | (000's omitted) |  | (000's omitted)
| |                                 |                 |  |                
| | Financial assets                |                 |  |                
| | Cash and short-term investments | $10,658         |  | $10,658        
| | Securities available for sale   | 30,154          |  | 30,154         
| | Other securities                | 1,441           |  | 1,441          
| | Loans held for sale             |                 |  |                
| | Loans - net                     | 115,775         |  | 114,205        
| | Accrued interest receivable     | 1,191           |  | 1,191          
| |                                 |                 |  |                
| | Financial liabilities           |                 |  |                
| | Deposit liabilities             | 119,312         |  | 119,431        
| | Accrued interest payable        | 289             |  | 289            
| | Short-term borrowings           | 6,775           |  | 6,775          
| | Other borrowings                | 25,000          |  | 24,663         

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 16 - REGULATORY MATTERS

The Corporation and Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative and qualitative measures of assets, liabilities,
and certain off-balance-sheet items calculated under regulatory accounting practices.

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent
overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.

Actual capital levels (in millions) and minimum required levels for the Bank were:

|                                         | Actual |  | Minimum Required
For CapitalAdequacy Purposes |   | Minimum Required
To Be Well
Capitalized Under
Prompt CorrectiveAction Regulations | 
|---------------------------------------- | ------ |  | --------------------------------------------- | - | --------------------------------------------------------------------------------- | 
|                                         | Amount |  | Ratio                                         |   | Amount                                                                            | 
|1999                                     |        |  |                                               |   |                                                                                   | 
|Total capital (to risk weighted assets)  |        |  |                                               |   |                                                                                   | 
|Consolidated                             | $16.2  |  | 13.6                                          | % | $9.5                                                                              | 
|Bank                                     | 15.9   |  | 13.4                                          |   | 9.6                                                                               | 
|Tier 1 capital (to risk weighted assets) |        |  |                                               |   |                                                                                   | 
|Consolidated                             | 14.7   |  | 12.3                                          |   | 4.8                                                                               | 
|Bank                                     | 14.4   |  | 12.1                                          |   | 4.8                                                                               | 
|Tier 1 capital (to average assets)       |        |  |                                               |   |                                                                                   | 
|Consolidated                             | 14.7   |  | 9.1                                           |   | 6.5                                                                               | 
|Bank                                     | 14.4   |  | 8.9                                           |   | 6.5                                                                               | 
|                                         |        |  |                                               |   |                                                                                   | 
|1998                                     |        |  |                                               |   |                                                                                   | 
|Total capital (to risk weighted assets)  |        |  |                                               |   |                                                                                   | 
|Bank                                     | $14.6  |  | 14.1                                          | % | $8.3                                                                              | 
|Tier 1 capital (to risk weighted assets) |        |  |                                               |   |                                                                                   | 
|Bank                                     | 13.3   |  | 12.9                                          |   | 4.1                                                                               | 
|Tier 1 capital (to average assets)       |        |  |                                               |   |                                                                                   | 
|Bank                                     | 13.3   |  | 9.1                                           |   | 5.9                                                                               | 

The Corporation and the Bank were categorized as well capitalized at year end 1999 and 1998.

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 17 - VALLEY RIDGE FINANCIAL CORP. (PARENT COMPANY ONLY)
    CONDENSED FINANCIAL STATEMENTS
Following are condensed parent company only financial statements.

CONDENSED BALANCE SHEETS

|                                           | December 31,  
|------------------------------------------ | --------------
|                                           | 1999          
|ASSETS                                     |               
|Cash                                       | $      315,382
|Investment in subsidiary                   | 14,125,156    
|Other assets                               | 122,473       
|                                           |               
|Total assets                               | $14,563,011   
|                                           |               
|LIABILITIES AND SHAREHOLDERS' EQUITY       |               
|Liabilities                                |               
|Shareholders' equity                       | $14,563,011   
|                                           |               
|Total liabilities and shareholders' equity | $14,563,011   

CONDENSED STATEMENTS OF INCOME

|                                                 | Years ended December 31,
|------------------------------------------------ | ------------------------
|                                                 | 1999                    
|Income                                           |                         
|Dividends from subsidiary                        | $    735,000            
|Other                                            | 9                       
|Total income                                     | 735,009                 
|                                                 |                         
|Expenses                                         |                         
|Other operating expenses                         | 68,166                  
|                                                 |                         
|Income before income tax and equity in           |                         
|undistributed net income of subsidiaries         | 666,843                 
|                                                 |                         
|Equity in undistributed net income of subsidiary | 1,049,324               
|                                                 |                         
|Net income                                       | $1,716,167              

---

(Continued)

---

VALLEY RIDGE FINANCIAL CORP.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999 and 1998

---

NOTE 17 - VALLEY RIDGE FINANCIAL CORP. (PARENT COMPANY ONLY)
CONDENSED FINANCIAL STATEMENTS (Continued)

CONDENSED STATEMENTS OF CASH FLOWS

|                                                 | Years ended December 31, |  
|------------------------------------------------ | ------------------------ | -
|                                                 | 1999                     |  
|Operating activities                             |                          |  
|Net income                                       | $1,716,167               |  
|Adjustments to reconcile net income to           |                          |  
|net cash from operating activities               |                          |  
|Equity in undistributed net income of subsidiary | (1,049,324               | )
|Change in other assets and liabilities           | 124,188                  |  
|Net cash from operating activities               | 791,031                  |  
|                                                 |                          |  
|Financing activities                             |                          |  
|Dividends paid                                   | (625,650                 | )
|Repurchase of common stock                       | (4,640                   | )
|Stock options exercised                          | 111,566                  |  
|Net cash from financing activities               | (518,724                 | )
|                                                 |                          |  
|Net change in cash                               | 272,307                  |  
|                                                 |                          |  
|Cash at beginning of year                        | 43,075                   |  
|                                                 |                          |  
|Cash at end of year                              | $315,382                 |  

---

---

Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not applicable.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange
              Act.

The Corporation's board of directors is divided into three classes, which are as nearly equal in number as possible. Each director is a member of a class that has a term of office of three years, with the term of
office of one class expiring at the annual meeting of shareholders in each successive year.

All directors of the Corporation also have been directors of the Bank since the Consolidation. Directors who were directors of Community before the Merger also concurrently served as directors of Grant from the date
of their election or appointment as a director of Community until the Consolidation. Directors who were not directors of Community also concurrently served as directors of Kent City from the date of their election or appointment as a director of the
Corporation until the Consolidation.

Except as otherwise indicated, all of the named individuals have had the same principal employment for over five years. Executive officers are appointed annually and serve at the pleasure of the board of directors of
the Corporation.

Directors With Terms Expiring in 2000

Jerome B. Arends (age 55) has been a director of the Corporation and/or Kent City since 1987. Mr. Arends was Chief Executive Officer and President of Ravenna Farm Equipment, Inc., a distributor of farm implements and
equipment, until early 1999. Mr. Arends is Store Manager and a salesman for Kent Power Equipment, Inc., a distributor of farm equipment.

K. Timothy Bull (age 52) has been a director of the Corporation and/or Kent City since 1993 and was also a director of the Corporation from 1988 until 1991. Mr. Bull is President and sole shareholder of Moon Lake
Orchards, Inc., a producer of fruit.

Richard L. Edgar (age 55) has been a director of the Corporation and/or Kent City since 1974. Mr. Edgar has been President and Chief Executive Officer of the Corporation since 1988, and President and Chief Executive
Officer of the Bank (and, before the Consolidation, Kent City) since 1987. Prior to that, Mr. Edgar served Kent City in various management and other capacities since 1963. Mr. Edgar is also a director of West Shore Computer Services, Inc., a data
processing company in which the Bank is a 20% shareholder.

Fred J. Finkbeiner (age 70) has been a director of the Corporation since the Merger and was a director of Community and/or Grant from 1965 until the Merger. In 1996, Mr. Finkbeiner retired as a Sales Manager at V
& P Produce, a distributor of vegetables located in Grant, Michigan.

Directors With Terms Expiring in 2001

Gary Gust (age 55) has been a director of the Corporation and/or Kent City since 1991. Mr. Gust is President and sole shareholder of Gust Construction Company, a general contractor.

Ronald L. Hansen (age 55) has been a director of the Corporation since the Merger and was a director of Community from 1990 until the Merger. Mr. Hansen has been Vice President of the Corporation since the Merger and
a Senior Vice President of the Bank since the Consolidation. Prior to that, Mr. Hansen was Secretary of Community from 1994 until the Merger, President and Chief Executive Officer of Grant from 1994 until the Consolidation, a director of Grant from 1982
until the Consolidation and Vice President and Cashier of Grant from 1982 until 1994. Prior to that, Mr. Hansen served Grant in various management and other capacities since 1973.

---

Robert C. Humphreys (age 61) has been a director of the Corporation and/or Kent City since 1988. Mr. Humphreys has been Chairman of the Board of the Corporation and the Bank (and, before the Consolidation, Kent
City) since 1993. Mr. Humphreys owns and operates Humphreys Orchards, a producer of fruit.

Ben J. Landheer (age 64) has been a director of the Corporation since the Merger and was a director of Community and/or Grant from 1991 until the Merger. Mr. Landheer owns and operates Landheer Insurance Agency, an
agent for insurance companies offering a broad range of insurance products.

Directors With Terms Expiring in 2002

Michael E. McHugh (age 50) has been a director of the Corporation and/or Kent City since 1989. Mr. McHugh is Secretary, Treasurer and Chief Financial Officer of the Corporation. Mr. McHugh has also been Executive Vice
President of the Bank (and, before the Consolidation, Kent City) since 1987.

Dennis C. Nelson (age 51) has been a director of the Corporation since the Merger and was a director of Community and/or Grant from 1985 until the Merger. Mr. Nelson is a dentist practicing in Grant, Michigan.

John J. Niederer (age 64) has been a director of the Corporation and/or Kent City since 1994. Mr. Niederer has been President and sole shareholder of Greenridge Fruit, Inc., a distributor of fruit, since 1990.
Prior to that, Mr. Niederer was Vice President of Wm. Bolthouse Farms, Inc., a producer and distributor of vegetables.

Paul K. Spoelman (age 64) has been a director of the Corporation and/or Kent City since 1994. Mr. Spoelman is an accountant with and founder of Spoelman, Hovingh & Feldt, Inc., an accounting firm.

Donald Swanson (age 65) has been a director of the Corporation and/or Kent City since 1981. Mr. Swanson is Chairman and a majority shareholder of Swanson Pickle Co., Inc., a producer and distributor of pickles.

Donald VanSingel (age 56) has been Vice Chairman and a director of the Corporation since the Merger and was Chairman of Community and/or Grant from 1982 until the Merger and a director of Community and/or Grant from
1973 until the Merger. Mr. VanSingel has been a consultant for Governmental Consultant Services, Inc. since 1993. Prior to that, Mr. VanSingel served in the Michigan House of Representatives.

Executive Officers Who Are Not Directors

Robert L. Karpinski (age 59) is Senior Vice President of the Bank and has served the Bank in various executive capacities since January 1985.

As of the date of this Form 10-KSB, directors and officers of the Corporation and persons who beneficially own more than 10% of the outstanding shares of Valley Ridge Common Stock were not subject to the reporting
obligations of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 10. Executive Compensation.

The following table shows certain information concerning the compensation for services rendered during each of the three years in the period ended December 31, 1999, of the Chief Executive Officer of the Corporation
and each executive officer of the Corporation who earned cash compensation in excess of $100,000 during 1999. Messrs. Edgar and McHugh were compensated by the Bank in the capacities indicated in the table.

---

SUMMARY COMPENSATION TABLE

|                           |      |  | Annual Compensation |  | Long-Term
Compensation
Awards |  |                           | 
|-------------------------- | ---- |  | ------------------- |  | ----------------------------- |  | ------------------------- | 
|Name and
PrincipalPosition | Year |  | Salary(1)           |  | Bonus(2)                      |  | Restricted StockAwards(3) | 
|Richard L. Edgar           | 1999 |  | $142,250            |  | $23,000                       |  | $28,000                   | 
|Director, President        | 1998 |  | 132,311             |  | 25,694                        |  | 22,312                    | 
|and Chief Executive        | 1997 |  | 123,510             |  | 32,900                        |  | --                        | 
|Officer of the Corporation |      |  |                     |  |                               |  |                           | 
|and the Bank               |      |  |                     |  |                               |  |                           | 
|                           |      |  |                     |  |                               |  |                           | 
|Michael E. McHugh          | 1999 |  | $  98,450           |  | $11,500                       |  | $21,000                   | 
|Director, Secretary,       | 1998 |  | 89,790              |  | 14,180                        |  | 15,340                    | 
|Treasurer and Chief        | 1997 |  | 88,050              |  | 19,740                        |  | --                        | 
|Financial Officer of the   |      |  |                     |  |                               |  |                           | 
|Corporation and Director   |      |  |                     |  |                               |  |                           | 
|and Executive Vice         |      |  |                     |  |                               |  |                           | 
|President of the Bank      |      |  |                     |  |                               |  |                           | 



|(1) | Includes compensation deferred under the Bank's Profit Sharing/401(k) Plan and director fees paid by the Bank and its predecessors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Includes compensation deferred under the Bank's Profit Sharing/401(k) Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | The values of restricted stock awards reported in this column are calculated using the market price of Valley Ridge Common Stock on the date of grant. At December 31, 1999, each of the named executive officers held shares of restricted
stock. Dividends will be paid on shares of restricted stock at the same rate dividends are paid on Valley Ridge Common Stock. The number of shares of restricted stock held by each named individual and the aggregate value of those shares (based on the
market price of Valley Ridge Common Stock on December 31, 1999) at the end of the Corporation's fiscal year are set forth below:

| |            | Number ofShares |  | AggregateValue | 
| | ---------- | --------------- |  | -------------- | 
| |            |                 |  |                | 
| | Mr. Edgar  | 720             |  | $28,800        | 
| | Mr. McHugh | 520             |  | 20,800         | 

| | Awards of restricted stock vest as follows: 50% of the shares vest on the date of grant; 10% of the shares vest on each anniversary of the date of grant thereafter. In 1999 and 1998, respectively, Mr. Edgar was awarded 800 and 800 shares
of restricted stock and Mr. McHutgh was awarded 600 and 550 shares of restricted stock
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                     

---

|(4) | All other compensation for 1999 includes: (i) contributions by the Bank under the Profit Sharing/401(k) Plan; and (ii) amounts paid by the Bank for life insurance. The amounts included for each such factor for 1999 are:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |            | (i)     |  | (ii)   |  | 
| | ---------- | ------- |  | ------ |  | 
| | Mr. Edgar  | $18,818 |  | $1,109 |  | 
| | Mr. McHugh | 16,211  |  | 353    |  | 

During 1999, the Bank compensated its directors at the rate of $3,800 per year and $400 per regular board meeting attended, except that the Chairman of the Board was paid $500 per meeting attended. Directors who were
not executive officers of the Corporation or the Bank also received $125 per committee meeting attended. The Corporation has entered into deferred compensation agreements with some of its directors under which payments will be made to the directors after
their retirement.

Effective January 1, 1997, the Bank entered into Executive Employee Salary Continuation Agreements (the "Agreements") with each of the named executive officers. Under the Agreements, an executive officer is eligible
to receive payment of a monthly retirement benefit from the Bank for 180 months following normal retirement date (age 65). An executive officer may retire early, after age 60, and receive a reduced benefit, or retire after age 65 and receive an increased
benefit. If an executive officer terminates employment prior to early retirement, a vested benefit is payable. Vesting is based on five years of employment commencing January 1, 1997, with 100% vesting given upon death, disability or other involuntary
termination of employment for reasons other than "cause." If a named executive officer dies before receiving the entire benefit, remaining payments will be made to a beneficiary. If the officer is terminated prior to early retirement, without "cause" but
following a "change in control" of the Bank (as these terms are defined in the Agreements), the officer will receive the vested benefit plus payment of one year's salary. The monthly normal retirement benefit for each executive officer is $3,275 for Mr.
Edgar and $758 for Mr. McHugh.

Mr. Edgar and Mr. McHugh have employment agreements with the Corporation under which Mr. Edgar serves as President and Chief Executive Officer of the Corporation and the Bank, and Mr. McHugh serves as Secretary,
Treasurer and Chief Financial Officer of the Corporation and as Executive Vice President of the Bank. Mr. Edgar's agreement provides for a minimum annual salary of $116,761, or any increased amount authorized by the board of directors, and Mr. McHugh's
agreement provides for a minimum annual salary of $80,340, or any increased amount authorized by the board of directors. Both agreements provide for annual salary reviews and bonuses in the discretion of the board of directors. Both agreements provide
that if the Corporation terminates the executive's employment other than for "cause" or due to the executive's extended "disability" (as those terms are defined in the agreements), or if the executive terminates the employment for "good reason" (as
defined in the agreements), the executive will be entitled to severance pay consisting of continuation of his salary and benefits for the remaining term of his agreement. Severance pay would be reduced by the amount of any disability benefits received by
the executive (other than benefits under a specifically identified disability insurance policy) and would also be reduced as much as necessary to avoid any part of the executive's compensation from the Corporation being classified as "excess parachute
payments" under Section 280G of the Internal Revenue Code. Severance pay is subject to discontinuance if the executive materially competes with the Corporation. The term of Mr. Edgar's agreement is five years and extended one year on each anniversary of
the effective date unless the board of directors gives written notice of its intention not to extend the term. The term of Mr. McHugh's agreement is five years.

---

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information concerning the number of shares of Valley Ridge Common Stock held as of December 31, 1999 by each shareholder who is known to the Corporation's management to have been the
beneficial owner of more than 5% of the outstanding shares of Valley Ridge Common Stock as of that date:

|                                                                                                                                          | Amount and Nature of Beneficial Ownership ofValley Ridge Common Stock (1) |  |                                                      | 
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- |  | ---------------------------------------------------- | 
|Name and Address ofBeneficial Owner                                                                                                       | Sole
        Voting and
        DispositivePower                          |  | Shared
        Voting or
        DispositivePower(2) | 
|                                                                                                                                          |                                                                           |  |                                                      | 
|Robert C. Humphreys(3)
        17660 Westbrook Drive
        Casnovia, MI 49318                                                           | 22,210                                                                    |  | 20,482                                               | 
|                                                                                                                                          |                                                                           |  |                                                      | 
|Valley Ridge
        Profit Sharing Plan Trust
        c/o Valley Ridge Bank
        450 West Muskegon Avenue
        Kent City, MI 49330 | --                                                                        |  | 58,037                                               | 
|                                                                                                                                          |                                                                           |  |                                                      | 
|Richard L. Edgar (4)
        450 West Muskegon Avenue
        Kent City, MI 49330                                                         | 34,109                                                                    |  | --                                                   | 

---

The following table shows certain information concerning the number of shares of Valley Ridge Common Stock held as of December 31, 1999, by each of the Corporation's directors, each of the named executive officers and
all of the Corporation's directors and executive officers as a group:

|                                                        | Amount and Nature of Beneficial Ownership ofValley Ridge Common Stock(1)
|------------------------------------------------------- | ------------------------------------------------------------------------
|Name ofBeneficial Owner                                 | Sole
Voting and
DispositivePower(3)                                     
|Jerome B. Arends                                        | 9,276                                                                   
|K. Timothy Bull                                         | 12,447                                                                  
|Richard L. Edgar                                        | 34,109(4)                                                               
|Fred J. Finkbeiner                                      | 553                                                                     
|Gary Gust                                               | 11,945                                                                  
|Ronald L. Hansen                                        | 3,111                                                                   
|Robert C. Humphreys                                     | 22,210                                                                  
|Ben J. Landheer                                         | 17,382                                                                  
|Michael E. McHugh                                       | 2,246(4)                                                                
|Dennis C. Nelson                                        | 1,664                                                                   
|John J. Niederer                                        | --                                                                      
|Paul K. Spoelman                                        | 2,853                                                                   
|Donald Swanson                                          | 6,297                                                                   
|Donald VanSingel                                        | --                                                                      
|                                                       
|All directors and
    executive officers
    as a group | 128,239(4)                                                              

|(1) | The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that, under applicable regulations, are considered to be otherwise beneficially
owned by that person. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or dispositive power
with respect to the security. Voting power includes the power to vote or direct the voting of the security. Dispositive power includes the power to dispose or direct the disposition of the security. A person is also considered the beneficial owner of a
security if the person has a right to acquire beneficial ownership of the security within 60 days.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust, or other contract or property right, and shares held by spouses and children over whom
the listed person may have influence by reason of relationship.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | These numbers include shares that may be acquired by the exercise of stock options granted under the Stock Incentive Plan of 1999 within 60 days. The number of shares subject to stock options for each listed individual is shown below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | Mr. Arends     | --  | 
| | -------------- | --- | 
| | Mr. Bull       | 245 | 
| | Mr. Finkbeiner | 553 | 
| | Mr. Gust       | 553 | 
| | Mr. Humphreys  | --  | 
| | Mr. Landheer   | --  | 
| | Mr. Nelson     | 308 | 

---

| | Mr. Niederer                                         | --    | 
| | ---------------------------------------------------- | ----- | 
| | Mr. Spoelman                                         | 553   | 
| | Mr. Swanson                                          | 308   | 
| | Mr. VanSingel                                        | --    | 
| |                                                      |       | 
| | All directors and executive
     officers as a group | 2,520 | 

|(4) | Mr. Edgar and Mr. McHugh may be considered to have voting and/or dispositive control over 58,037 shares of Valley Ridge Common Stock held by the Valley Ridge Profit Sharing Plan Trust by reason of the capacities in which they serve at the
Corporation and the Bank. The number of shares reported as beneficially owned by Mr. Edgar excludes, and Mr. Edgar disclaims beneficial ownership of, 35,928 shares of Valley Ridge Common Stock held by the Valley Ridge Profit Sharing Plan Trust. The number
of shares reported as beneficially owned by Mr. McHugh excludes, and Mr. McHugh disclaims beneficial ownership of, 48,408 shares of Valley Ridge Common Stock held by the Valley Ridge Profit Sharing Plan Trust.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 12. Certain Relationships and Related Transactions.

Directors and officers of the Corporation and their associates were customers of and had transactions with the Bank in the ordinary course of business between January 1, 1998, and March 28, 2000. It is anticipated
that such transactions will take place in the future in the ordinary course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features.

Item 13. Exhibits and Reports on Form 8-K.

Exhibits. The following exhibits are filed as part of this Form 10-KSB:

|Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|3.1    |  | RestatedArticles of Incorporation. Previously filed as Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-QSB for the Quarter ended June 30, 1999. Here incorporated by reference.                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|3.2    |  | Bylawsand Amendments. Previously filed as Exhibit 3(b) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|4.1    |  | Formof Stock Certificate. Previously filed as Exhibit 4(a) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|4.2    |  | Long-TermDebt. The Corporation is a party to several long-term debt agreements which at the time of this report do not exceed 10% of the Corporation's total consolidated assets. The Corporation agrees to
furnish copies of the agreements defining the rights of the other parties thereto to the Securities and Exchange Commission upon request.
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.1   |  | DataProcessing Agreement. Previously filed as Exhibit 10(a) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.2   |  | Directors' Deferred Compensation Plan and Form of Directors' Deferred Compensation Agreement.* Previously filed as Exhibit 10(d) to the
Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.3   |  | EmploymentAgreement with Ronald Hansen.* Previously filed as Exhibit 10.6 to the Corporation's Form 10-KSB filed March 31, 1997. Here incorporated by reference.                                                                                                                                                                                     

---

|10.4 |  | Employment Agreement with Michael McHugh.* Previously filed as Exhibit 10.6 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated by reference.                      
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                         
|10.5 |  | Employment Agreement with Richard Edgar.* Previously filed as Exhibit 10.7 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated by reference.                       
|     |  |                                                                                                                                                                                         
|10.6 |  | Form of Salary Continuation Agreement.* Previously filed as Exhibit 10.8 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated by reference.                         
|     |  |                                                                                                                                                                                         
|10.7 |  | StockIncentive Plan of 1999.* Previously filed as Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-QSB for the Quarter ended June 30, 1999. Here incorporated by reference.
|     |  |                                                                                                                                                                                         
|21   |  | Subsidiaries of the Registrant. Previously filed as Exhibit 21 to the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1998. Here incorporated by reference.  
|     |  |                                                                                                                                                                                         
|23   |  | Consent of Independent Auditors.                                                                                                                                                        
|     |  |                                                                                                                                                                                         
|24   |  | Powers of Attorney.                                                                                                                                                                     
|     |  |                                                                                                                                                                                         
|27   |  | Financial Data Schedule.                                                                                                                                                                

___________________________

*Management contract or compensatory plan or arrangement.

The Corporation will furnish a copy of any exhibit listed above to any shareholder of the Corporation without charge upon written request to Michael E. McHugh, Secretary, Valley Ridge Financial Corp., 430 West
Muskegon Avenue, Kent City, Michigan 49330.

Reports on Form 8-K. No reports on Form 8-K were filed during the fourth quarter of 1999.

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|               |    | VALLEY RIDGE FINANCIAL CORP.
(Registrant)                                 
|-------------- | -- | --------------------------------------------------------------------------
|               |    |                                                                           
|               |    |                                                                           
|March 29, 2000 | By | /s/Richard L. Edgar
Richard L. Edgar
President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|March 29, 2000 | *
Jerome B. Arends
Director                                                                                       
|-------------- | ------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | *
K. Timothy Bull
Director                                                                                        
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | /s/Richard L. Edgar
Richard L. Edgar
President, Chief Executive Officer and
Director (Principal Executive Officer)
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | *
Fred J. Finkbeiner
Director                                                                                     
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | *
Gary Gust
Director                                                                                              
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | *
Ronald L. Hansen
Director and Vice President                                                                    
|               |                                                                                                                   
|               |                                                                                                                   
|March 29, 2000 | *
Robert C. Humphreys
Chairman of the Board and Director                                                          

---

|March 29, 2000 | *
Ben J. Landheer
Director                                                                                              
|-------------- | ------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | /s/Michael E. McHugh
Michael E. McHugh
Secretary and Treasurer and Director
(Principal Financial and Accounting Officer)
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | *
Dennis C. Nelson
Director                                                                                             
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | *
John J. Niederer
Director                                                                                             
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | *
Paul K. Spoelman
Director                                                                                             
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | *
Donald Swanson
Director                                                                                               
|               |                                                                                                                         
|               |                                                                                                                         
|March 29, 2000 | *
Donald VanSingel
Director                                                                                             
|               |                                                                                                                         
|               |                                                                                                                         
|               | *By /s/Richard L. Edgar
        Richard L. Edgar
        Attorney-in-Fact                                               

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXHANGE ACT BY NON-REPORTING ISSUERS

No annual report or proxy material has been sent to security holders as of the date of this Annual Report on Form 10-KSB. It is anticipated that an annual report and proxy materials will be sent to security holders after the date of this Annual Report
on Form 10-KSB, which will be provided to the Commission when they are sent to security holders.

---

Exhibit Index

|Number |  | Exhibit                                                                                                                                                                                                                                                                                                                                              
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|3.1    |  | RestatedArticles of Incorporation. Previously filed as Exhibit 3.1 to the Corporation's Quarterly Report on Form 10-QSB for the Quarter ended June 30, 1999. Here incorporated by reference.                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|3.2    |  | Bylawsand Amendments. Previously filed as Exhibit 3(b) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|4.1    |  | Formof Stock Certificate. Previously filed as Exhibit 4(a) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                              
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|4.2    |  | Long-TermDebt. The Corporation is a party to several long-term debt agreements which at the time of this report do not exceed 10% of the Corporation's total consolidated assets. The Corporation agrees to
furnish copies of the agreements defining the rights of the other parties thereto to the Securities and Exchange Commission upon request.
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.1   |  | DataProcessing Agreement. Previously filed as Exhibit 10(a) to the Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.2   |  | Directors' Deferred Compensation Plan and Form of Directors' Deferred Compensation Agreement.* Previously filed as Exhibit 10(d) to the
Corporation's Form S-4 Registration Statement filed January 30, 1996. Here incorporated by reference.                                                                                                        
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.3   |  | EmploymentAgreement with Ronald Hansen.* Previously filed as Exhibit 10.6 to the Corporation's Form 10-KSB filed March 31, 1997. Here incorporated by reference.                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.4   |  | Employment Agreement with Michael McHugh.* Previously filed as Exhibit 10.6 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated by reference.                                                                                                                                                                                   
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.5   |  | Employment Agreement with Richard Edgar.* Previously filed as Exhibit 10.7 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated by reference.                                                                                                                                                                                    
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.6   |  | Form of Salary Continuation Agreement.* Previously filed as Exhibit
        10.8 to the Corporation's Form 10-KSB filed March 31, 1998. Here incorporated
        by reference.                                                                                                                                                                      
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|10.7   |  | StockIncentive Plan of 1999.* Previously filed as Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-QSB for the Quarter ended June 30, 1999. Here incorporated by reference.                                                                                                                                                             
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|21     |  | Subsidiaries of the Registrant. Previously filed as Exhibit 21 to the Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1998. Here incorporated by reference.                                                                                                                                                               
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|23     |  | Consent of Independent Auditors.                                                                                                                                                                                                                                                                                                                     
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|24     |  | Powers of Attorney.                                                                                                                                                                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                                                                                                                                                      
|27     |  | Financial Data Schedule.                                                                                                                                                                                                                                                                                                                             

___________________________

*Management contract or compensatory plan or arrangement.