<PAGE>
                                                                      EXHIBIT 13

                                   [CBC LOGO]

                                COUNTY BANK CORP

                               2001 ANNUAL REPORT



<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
PRESIDENT'S MESSAGE
================================================================================


TO OUR STOCKHOLDERS AND FRIENDS

County Bank Corp had another record year in 2001. Net earnings were $3,515,000,
an increase of $214,000 over 2000. Return on average assets was 1.56%, the
seventh consecutive year that net income has exceeded 1.50%. Total assets grew
nearly $7 million to just over $232 million. Similarly, deposits rose $7 million
to a new high of $204 million. Investment securities grew slightly to almost $64
million.

The year brought the end of a decade long growth in the economy and finished
with the 11th consecutive drop in the prime lending rate. With the decline of
lending rates, residential mortgage activity reached an all time high with $19.6
million in loans processed. Of that amount, $13.4 million was sold in the
secondary market. Despite the interest rate changes, our interest margin was
maintained and the loan to deposit ratio rose to 70%. Credit quality continues
to be strong and the reserve for loan losses is 1.5% of outstanding loans. Loan
recoveries nearly matched chargeoffs, yielding net chargeoffs of only $7,000.
Nonaccruring and nonperforming loans, as a percent of gross loans, declined to
..54% and .66% respectively, while delinquencies remain low. These are all
favorable indicators when compared to our peers.

Capital remains at $26 million, a level that exceeds all regulatory standards,
after paying out cash dividends totaling $4.3 million to our stockholders. The
$3.65 per share dividend includes the March dividend of $2.50 per share.
Excluding that payment, the quarterly cash dividend of $1.15 was a 10.6%
increase over 2000. Return on average equity was 13.6%, up slightly from 2000
and earnings per share rose $.18 to $2.96 per share. At year end, the price
range for our stock was in the $42-$43 range, up from $39-$40, and nearly double
the book value of $22.30.

During the year, Beth Henderson was promoted for the third time in six years.
She's now the Director of Consumer Lending. In December, Latricia Ross was
promoted from Human Resources Manager to Human Resources Director and Angela
Tenbusch was promoted from Elba Branch Manager to Elba Branch Officer. In
addition, Jennifer Komondy was named Imlay City Branch Manager and Kim Hill took
over as Deerfield Branch Manager. In the Trust Department, Chris Hinz was
promoted to Personal Trust Administrator. In 2001, 18 officers and employees
were recognized with service awards for 220 years of service to the
organization. In other activity during the year, the main office lobby was
remodeled and now houses an elevator for the convenience of our customers. Our
Check Card Program was introduced, which includes both ATM and debit card
capabilities in the same card. To date it's been well received by our customers.

We're enthusiastic about the coming year. We expect a slight upward movement of
interest rates following the second quarter, as a result of an improving
economy. The American public is resilient and will emerge from the

                                     CBC                                       1

<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
PRESIDENT'S MESSAGE and FINANCIAL HIGHLIGHTS
================================================================================

terrorist and economic troubles that concluded 2001. Therefore, we anticipate
another good year for County Bank Corp. Please join me at 3:00 for the Annual
Meeting of Stockholders on Friday, April 19, 2002 at the Lapeer Country Club.
From Lapeer follow I-69 west to Lake Nepessing Road and exit south to Hunt Road;
head west on Hunt Road to the meeting. In the meantime, feel free to stop in or
call with questions, comments or concerns. Your thoughts and support are
important and appreciated.

                                        Very truly yours,

                                        /s/ Curt Carter

                                        CURT CARTER
                                        President

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
AT YEAR END                                      2001             2000              1999             1998
(000'S OMITTED)
<S>                                         <C>              <C>               <C>              <C>
Assets                                      $ 232,195        $ 225,258         $ 207,397        $ 197,486
Deposits                                      203,851          196,804           182,182          173,457
Loans                                         143,053          136,975           134,651          120,175
Securities                                     63,869           60,952            49,754           50,616
Stockholders' equity                           26,453           26,564            23,825           22,321

FOR THE YEAR
(000'S OMITTED)
Net income                                  $   3,515        $   3,301         $   3,278        $   3,220
Cash dividend declared                          4,331            1,234             1,109            3,434
Return on average assets (%)                     1.56             1.55              1.61             1.70
Return on average stockholders' equity (%)       13.6             13.2              14.1             14.8

PER SHARE
Book value                                  $   22.30        $   22.39         $   20.08        $   18.82
Net income                                       2.96             2.78              2.76             2.71
Cash dividend declared                           3.65             1.04               .94             2.90
</TABLE>
                            RETURN ON AVERAGE ASSETS
                                   (PERCENT)
<TABLE>
<CAPTION>
                        1998            1999            2000          2001
                        ----            ----            ----          ----
<S>                     <C>             <C>             <C>           <C>
                        1.70%           1.61%           1.55%         1.56%
</TABLE>
                              NET INCOME PER SHARE
                                  (IN DOLLARS)
<TABLE>
<CAPTION>
                        1998            1999            2000          2001
                        ----            ----            ----          ----
<S>                    <C>             <C>             <C>           <C>
                       $2.71           $2.76           $2.78         $2.96
</TABLE>


2                                    CBC
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
================================================================================
<TABLE>
<CAPTION>
(000'S OMITTED)                                                AS OF
                                                             DECEMBER 31
ASSETS
                                                        2001            2000
<S>                                                 <C>             <C>
Cash and due from banks (Note 10)                   $ 13,383        $ 12,407
Federal funds sold                                     6,550           9,950
--------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS                             19,933          22,357

Securities held to maturity (Note 3)                  26,531          27,748
Securities available for sale (Note 3)                36,797          32,663
Other Securities                                         541             541
Loans (Note 4)                                       143,053         136,975
Less reserve for possible loan losses (Note 4)         2,139           1,951
--------------------------------------------------------------------------------

NET LOANS                                            140,914         135,024

Premises and equipment - net (Note 5)                  4,431           3,897
Interest receivable and other assets                   3,048           3,028
--------------------------------------------------------------------------------
Total Assets                                        $232,195        $225,258
================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits
 Noninterest-bearing demand deposits                $ 35,003        $ 36,184
 Interest-bearing demand deposits                     68,117          69,437
 Savings deposits                                     42,135          38,186
 Time deposits (Note 6)                               58,596          52,997
--------------------------------------------------------------------------------

TOTAL DEPOSITS                                       203,851         196,804

Interest payable and other liabilities                 1,891           1,890
--------------------------------------------------------------------------------

TOTAL LIABILITIES                                    205,742         198,694

Stockholders' equity:
 Common stock, $5 par value:
  Authorized - 3,000,000 shares
  Issued and outstanding - 1,186,472 shares in 2001
    and 2000 (Note 11)                                 5,932           5,932
 Surplus                                               8,634           8,634
 Undivided profits (Note 10)                          10,274          11,090
 Accumulated other comprehensive income                1,613             908
--------------------------------------------------------------------------------
Total stockholders' equity                            26,453          26,564
--------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $232,195        $225,258
================================================================================
</TABLE>

SEE ACCOMPANYING NOTES.

                                     CBC                                       3
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
================================================================================

(000'S OMITTED, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                                            ACCUMULATED
                                                                                              OTHER                TOTAL
                                                   COMMON                      UNDIVIDED   COMPREHENSIVE        STOCKHOLDERS'
                                                    STOCK          SURPLUS      PROFITS       INCOME               EQUITY
<S>                                               <C>             <C>          <C>         <C>                  <C>
BALANCE, JANUARY 1, 1999                          $  2,966        $  8,634     $  9,820       $   901             $  22,321
Stock split effected in the form of a stock
  dividend (Note 11)                                 2,966                       (2,966)
Comprehensive income:
  Net income                                            -               -         3,278            -                  3,278
  Change in unrealized gain on securities
    available for sale, net of tax of ($342)
    and reclassification adjustment                     -               -            -           (665)                 (665)
---------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                                                                            2,613
Cash dividends ($.935 per share)                        -               -        (1,109)           -                 (1,109)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999                           5,932           8,634        9,023           236                23,825
Comprehensive income:
  Net income                                            -               -         3,301            -                  3,301
  Change in unrealized gain on securities
    available for sale, net of tax of $346
    and reclassification adjustment                     -               -            -            672                   672
---------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                                                                            3,973
Cash dividends ($1.04 per share)                        -               -        (1,234)           -                 (1,234)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2000                           5,932           8,634       11,090           908                26,564
Comprehensive income:
  Net income                                            -               -         3,515            -                  3,515
  Change in unrealized gain on securities
    available for sale, net of tax of $363
    and reclassification adjustment                     -               -            -            705                   705
---------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                                                                            4,220
Cash dividends ($ 3.65 per share)                       -               -        (4,331)           -                 (4,331)
---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001                        $  5,932        $  8,634     $ 10,274       $ 1,613             $  26,453
===========================================================================================================================
</TABLE>
                              STOCKHOLDERS' EQUITY
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                        1998            1999            2000            2001
                        ----            ----            ----            ----
<S>                    <C>             <C>             <C>             <C>
                       $22.3           $23.8           $26.6           $26.5
</TABLE>
                     RETURN ON AVERAGE STOCKHOLDERS' EQUITY
                                   (PERCENT)
<TABLE>
<CAPTION>
                        1998            1999            2000            2001
                        ----            ----            ----            ----
<S>                     <C>             <C>             <C>             <C>
                        14.8%           14.1%           13.5%           13.6%
</TABLE>




SEE ACCOMPANYING NOTES.

4                                    CBC
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
================================================================================

(000'S OMITTED, EXCEPT PER SHARE DATA)
YEARS ENDED DECEMBER 31

<TABLE>
<CAPTION>
                                                                  2001            2000            1999
<S>                                                           <C>             <C>             <C>
Interest income:
  Interest and fees on loans                                  $ 11,454        $ 12,113        $ 10,753
  Interest on investment securities:
    U.S. Government                                                193             233             263
    U.S. Government Agencies' mortgage-backed securities         1,671           1,622           1,525
    State and political subdivisions                             1,340           1,127           1,023
    Other                                                           82              53              49
  Interest on Federal funds sold                                   312             430             414
------------------------------------------------------------------------------------------------------

TOTAL INTEREST INCOME                                           15,052          15,578          14,027

Interest expense:
  Interest on demand deposits                                    1,853           2,538           1,641
  Interest on savings deposits                                     842           1,071           1,151
  Interest on time deposits (Note 6)                             2,888           2,850           2,581
  Interest on borrowed funds                                        -               1               -
------------------------------------------------------------------------------------------------------

TOTAL INTEREST EXPENSE                                           5,583           6,460           5,373
------------------------------------------------------------------------------------------------------

Net interest income                                              9,469           9,118           8,654
Provision for possible loan losses (Note 4)                        195             240             320
------------------------------------------------------------------------------------------------------

Net interest income after provision for possible loan losses     9,274           8,878           8,334

Other income:
  Service fees on loan and deposit accounts                      1,376           1,274           1,264
  Trust income                                                     472             495             508
  Gain on sale of securities                                        32               3             259
  Other                                                            602             473             566
------------------------------------------------------------------------------------------------------

TOTAL OTHER INCOME                                               2,482           2,245           2,597

Other expenses:
  Salaries and employee benefits                                 4,325           4,029           3,943
  Occupancy expense                                              1,031             985           1,023
  Other (Note 9)                                                 1,735           1,679           1,521
------------------------------------------------------------------------------------------------------

TOTAL OTHER EXPENSES                                             7,091           6,693           6,487
------------------------------------------------------------------------------------------------------

Income before Federal income tax                                 4,665           4,430           4,444
Provision for Federal income tax (Note 7)                        1,150           1,129           1,166
------------------------------------------------------------------------------------------------------

NET INCOME                                                    $  3,515        $  3,301        $  3,278
======================================================================================================

EARNINGS PER SHARE (Note 11)                                  $   2.96        $   2.78        $   2.76
</TABLE>

SEE ACCOMPANYING NOTES


                                     CBC                                       5
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================

<TABLE>
<CAPTION>
(000'S OMITTED)
YEARS ENDED DECEMBER 31
                                                                          2001            2000            1999
<S>                                                                   <C>             <C>             <C>
Cash flows from operating activities:
  Net income                                                          $  3,515        $  3,301        $  3,278
  Adjustments to reconcile net income to net cash
    from operating activities:
        Depreciation and amortization                                      454             435             486
        Provision for loan losses                                          195             240             320
        Net amortization and accretion of securities                       127              88             145
        Deferred income taxes                                              (28)            (35)            (10)
        Gain on sale of securities                                         (32)             (3)           (259)
        (Increase) decrease in accrued interest receivable and other         8             (98)           (582)
        Increase (decrease) in accrued interest payable and other         (362)            154              25
--------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                3,877           4,082           3,403

Cash flows from investing activities:
  Proceeds from maturities of securities held to maturity                3,502           3,142           4,332
  Proceeds from maturities of securities available for sale              8,767           5,674          11,601
  Proceeds from sales of securities available for sale                  10,957           3,040             260
  Purchase of Federal Reserve Bank Stock                                    -             (120)             -
  Purchase of securities held to maturity                               (2,346)         (2,760)         (4,172)
  Purchase of securities available for sale                            (22,824)        (19,241)        (12,053)
  Net increase in loans                                                 (6,085)         (2,526)        (14,764)
  Premises and equipment expenditures                                     (988)           (105)         (1,512)
--------------------------------------------------------------------------------------------------------------

NET CASH USED IN INVESTING ACTIVITIES                                   (9,017)        (12,896)        (16,308)

Cash flows from financing activities:
  Net increase (decrease) in interest-bearing and noninterest-
    bearing demand accounts                                             (2,501)         16,326           9,287
  Net increase (decrease) in savings and time deposits                   9,548          (1,704)           (562)
  Cash dividends paid                                                   (4,331)         (1,234)         (1,109)
--------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                2,716          13,388           7,616
--------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                    (2,424)          4,574          (5,289)
Cash and cash equivalents at beginning of year                          22,357          17,783          23,072
--------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                              $ 19,933        $ 22,357        $ 17,783
==============================================================================================================
Supplemental cash flow information:
  Cash paid for:
    Interest                                                          $  5,676        $  6,395        $  5,395
    Income tax                                                        $  1,267        $  1,099        $  1,148
</TABLE>


SEE ACCOMPANYING NOTES


6                                    CBC
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of County Bank Corp (the "Corporation") and its wholly owned
subsidiary, Lapeer County Bank & Trust Co. (the "Bank"). The tabular
presentations omit 000's.

NATURE OF OPERATIONS - The Corporation's subsidiary, Lapeer County Bank & Trust
Co., operates in rural and suburban communities in the county of Lapeer in the
state of Michigan. The Bank's primary source of revenue results from providing
commercial, real estate and consumer loans to small and medium sized businesses
and, to a lesser extent, individuals.

USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

SECURITIES - Debt securities for which the Corporation has both the positive
intent and ability to hold to maturity are classified as held to maturity. Those
securities are recorded at cost, adjusted for accumulated amortization of
premium and accretion of discount. Realized gains and losses on sales of held to
maturity securities, while rare, will be included in net securities gains based
on the adjusted cost of the specific item sold.

When securities are purchased and the Corporation intends to hold the securities
for an indefinite period of time, but not necessarily to maturity, they are
classified as available for sale and recorded at market value. Any decision to
sell a security available for sale will be based on various factors, including
significant movements in interest rates, changes in the maturity mix of the
Corporation's assets and liabilities, liquidity demands, regulatory capital
considerations and other similar factors. Cost is adjusted for amortization of
premiums and accretion of discounts to maturity or, for mortgage-backed
securities, over the estimated life of the security. Unrealized gains and losses
available for sale securities will be excluded from earnings and recorded as an
amount, net of tax, as a component of comprehensive income in stockholders'
equity.

INTEREST INCOME ON LOANS - Interest on loans is accrued and credited to income
based on the principal amount outstanding. The accrual of interest on loans is
discontinued when, in the opinion of management, there is an indication that the
borrower may be unable to meet payments as they become due. Upon such
discontinuance, all unpaid interest accrued during the current year is reversed.
Interest accruals are generally resumed when all delinquent principal and/or
interest has been brought current and, in the opinion of management, the
borrower has demonstrated the ability to meet the terms and conditions of the
agreement.

MORTGAGE SERVICING RIGHTS - The Corporation recognizes separate assets for the
rights to service mortgage loans for others, however those rights are acquired.
The fair value of mortgage servicing rights (MSRs) is determined using the
present value of estimated expected future cash flows assuming a market discount
rate and certain forecasted prepayment rates based on industry experience. The
MSRs are amortized in proportion to and over the estimated net servicing income.
Any subsequent impairments in value will be recognized through a valuation
allowance.

LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES - The reserve for possible loan
losses is established through a provision for possible loan losses charged to
expense. Loans are charged against the reserve for possible loan losses when
management believes collection of the principal is unlikely. The reserve for
possible loan losses is an amount management believes will be adequate to absorb
losses inherent in existing loans based on evaluations of the anticipated
repayment and prior loss experience. The evaluations take into consideration
such factors as changes in the nature, volume and quality of the portfolio, loan
concentrations, specific problem loans and current and anticipated economic
conditions that may affect the borrowers' ability to pay.

PREMISES AND EQUIPMENT - Premises and equipment are stated at cost, less
accumulated depreciation. The provision for depreciation is computed using
primarily the straight-line method. Building improvements and furniture and
equipment are amortized over their estimated useful lives.

OTHER ASSETS - Other assets include other real estate owned in the amounts of
$769,000 and $514,000 at December 31, 2001 and 2000, respectively, carried at
the lower of cost or estimated net realizable value.

EARNINGS PER SHARE - Earnings per share is based on the weighted average number
of common shares outstanding, retroactively adjusted for the impact of stock
splits.

INCOME TAXES - The Corporation files a consolidated Federal income tax return.
The Corporation uses the asset and liability method of accounting for income
taxes. Current taxes are measured by applying the provisions of enacted tax laws
to taxable income to determine the amount of taxes receivable or payable.
Deferred tax assets and liabilities are recorded based on the difference between
the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.

                                     CBC                                       7
<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

OTHER COMPREHENSIVE INCOME - Accounting principles generally require that
recognized revenue, expenses, gains and losses be included in net income.
Certain changes in assets and liabilities, however, such as unrealized gains and
losses on available for sale securities, are reported as a direct adjustment of
the equity section of the balance sheet. Such items, along with net income, are
components of comprehensive income. The only item included in accumulated other
comprehensive income at December 31, 2001 and 2000 is the net unrealized gains
and losses on available for sale securities, net of related tax.

RECENT ACCOUNTING PRONOUNCEMENTS - Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets, (SFAS 142), issued in June 2001,
will change the accounting for goodwill and other intangible assets. Generally,
intangible assets that meet certain criteria will be recognized and subsequently
amortized over their estimated useful lives. Goodwill and intangible assets with
indefinite lives will not be amortized. However, such assets will be tested for
impairment at adoption of SFAS 142 and periodically thereafter. The adoption of
SFAS 142 will not effect the Corporation's financial statements.

2. COUNTY BANK CORP (PARENT CORPORATION ONLY)

The condensed financial information that follows presents the financial
condition of the Parent Corporation only, along with the results of its
operations and its cash flows. The Parent Corporation has recorded its
investment in the subsidiary at cost plus its share of the undistributed
earnings of the subsidiary since it was acquired. The Parent Corporation
recognizes dividends from the subsidiary as revenue and undistributed earnings
of the subsidiary as other income. The Parent Corporation financial information
should be read in conjunction with the Corporation's consolidated financial
statements.

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                        DECEMBER 31
                                                   2001             2000
<S>                                             <C>               <C>
ASSETS
Cash and due from banks                         $      2          $      2
Investment in subsidiary                          26,478            26,574
--------------------------------------------------------------------------
Total assets                                    $ 26,480          $ 26,576
==========================================================================
LIABILITIES                                     $     27          $     12
STOCKHOLDERS' EQUITY
Common stock, $5 par value                         5,932             5,932
Surplus                                            8,634             8,634
Undivided profits                                 10,274            11,090
Accumulated other comprehensive
income- Net of tax and  reclassification
adjustments                                        1,613               908
--------------------------------------------------------------------------
Total stockholders' equity                        26,453            26,564
==========================================================================
Total liabilities and stockholders' equity      $ 26,480          $ 26,576
</TABLE>

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                        FOR THE YEARS ENDED
                                                             DECEMBER 31
                                                2001            2000           1999
<S>                                          <C>             <C>            <C>
Dividends from subsidiary Bank               $ 4,331         $ 1,234        $ 1,109
Other expense                                    (22)            (20)
Income before equity in undistributed
   earnings of subsidiary Bank and
   Federal Taxes                               4,309           1,214          1,109
Federal Tax                                        7               8
-----------------------------------------------------------------------------------
Income before equity in undistributed
   earnings of subsidiary Bank                 4,316           1,222          1,109
Equity in undistributed earnings of
   subsidiary Bank                                             2,079          2,169
Dividends in excess of current
earnings of the bank                            (801)
-----------------------------------------------------------------------------------
Net income                                   $ 3,515         $ 3,301        $ 3,278
===================================================================================
</TABLE>

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED
                                                           DECEMBER 31
                                                2001            2000           1999
<S>                                            <C>             <C>            <C>
Cash flows from operating activities:
  Net income                                   $ 3,515         $ 3,301        $ 3,278
  Adjustments to reconcile net
    income to net cash from
    operating activities:
      Undistributed earnings
        of subsidiary                                           (2,079)        (2,169)
      Dividends in excess of
        earnings of subsidiary                     801
      Other                                         15              12
Net cash provided by operating
  activities                                     4,331           1,234          1,109
Cash flows from financing activities:
  Dividends paid                                (4,331)         (1,234)        (1,109)
Net change in cash and cash
  equivalents
Cash and cash equivalents at
  beginning of year                                  2               2              2
-------------------------------------------------------------------------------------
Cash and cash equivalents at
  end of year                                  $     2         $     2        $     2
=====================================================================================
</TABLE>

8                                    CBC

<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

3. SECURITIES

The carrying amount and approximate market value of securities held to maturity
were as follows:
<TABLE>
<CAPTION>
                                          DECEMBER 31, 2001

                                                 Gross         Estimated
                                Amortized      Unrealized        Market
                                   Cost       Gains Losses       Value
<S>                             <C>         <C>                 <C>
Obligations of states and
   political subdivisions         $22,662   $   583   $   108   $23,137
Mortgage-backed securities          3,869       101         -     3,970
--------------------------------------------------------------------------------
Total                             $26,531   $   684   $   108   $27,107
================================================================================
<CAPTION>
                                    DECEMBER 31, 2000

                                                 Gross           Estimated
                                Amortized      Unrealized          Market
                                   Cost       Gains Losses         Value

<S>                             <C>          <C>                <C>
U.S. Treasury securities
   and obligations of U.S.
   Government corporations
   and agencies                   $ 1,000    $   -     $   4     $   996
Obligations of states and
   political subdivisions          21,568      421        99      21,890
Mortgage-backed securities          5,180       37        70       5,147
--------------------------------------------------------------------------------
Total                             $27,748    $ 458     $ 173     $28,033
================================================================================
</TABLE>


The amortized cost and estimated market value of securities held to maturity at
December 31, 2001, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because issuers may have the right to
call or prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                                              Estimated
                                              Amortized         Market
                                                 Cost           Value
<S>                                         <C>              <C>
Due in one year or less                     $   2,167        $  2,192
Due after one year through five years           6,773           7,005
Due after five years through ten years          9,422           9,599
Due after ten years                             4,300           4,341
--------------------------------------------------------------------------------
                                               22,662          23,137
Mortgage-backed securities                      3,869           3,970
--------------------------------------------------------------------------------
Total                                       $  26,531        $ 27,107
================================================================================
</TABLE>

The amortized cost and estimated market value of securities available for sale
are as follows:

<TABLE>
<CAPTION>
                                          DECEMBER 31, 2001

                                                 Gross          Estimated
                                Amortized      Unrealized         Market
                                   Cost       Gains Losses        Value
<S>                             <C>         <C>                 <C>
U.S. Treasury securities
   and obligations of U.S.
   Government corporations
   and agencies                   $11,028   $    75   $     2   $11,101
Obligations of states and
   political subdivisions           6,317       152        70     6,399
Corporate securities                1,005     2,266         -     3,271
Mortgage-backed securities         16,004       120        98    16,026
--------------------------------------------------------------------------------
Total                             $34,354   $ 2,613   $   170   $36,797
================================================================================
<CAPTION>

                                          DECEMBER 31, 2000

                                                 Gross          Estimated
                                Amortized      Unrealized         Market
                                   Cost       Gains Losses        Value
<S>                             <C>         <C>                 <C>

U.S. Treasury securities
   and obligations of U.S.
   Government corporations
   and agencies                    $17,915   $    43   $   169   $17,789
Obligations of states and
   political subdivisions            3,564       128         -     3,692
Corporate securities                     5     1,391         -     1,396
Mortgage-backed securities           9,803        18        35     9,786
--------------------------------------------------------------------------------
Total                              $31,287   $ 1,580   $   204   $32,663
================================================================================
</TABLE>

The amortized cost and estimated market value of securities available for sale
at December 31, 2001, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because issuers may have the
right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
                                                              Estimated
                                              Amortized         Market
                                                 Cost           Value
<S>                                         <C>              <C>

Due in one year or less $                       2,008          $ 2,022
Due after one year through five years           4,603            4,650
Due after five years through ten years          9,294            9,357
Due after ten years                             2,445            4,742
--------------------------------------------------------------------------------
                                               18,350           20,771
Mortgage-backed securities                     16,004           16,026
--------------------------------------------------------------------------------
Total                                         $34,354          $36,797
================================================================================
</TABLE>


                                      CBC                                      9


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

At December 31, 2001 and 2000, U.S. Treasury securities and securities of state
and political subdivisions carried at $2,000,600 and $999,500, respectively,
with a market value of $2,002,800 and $998,900, respectively, were pledged to
secure public deposits and for other purposes required by law.

Other than securities of the U.S. Government and its agencies and corporations,
there were no securities of any one issuer aggregating ten percent of
consolidated stockholders' equity at December 31, 2001.

4. LOANS
Major classifications of loans are summarized as follows:

<TABLE>
<CAPTION>
                                                  2001      2000
<S>                                            <C>        <C>
Commercial                                     $ 64,029   $ 65,267
Real estate mortgage                             38,499     28,184
Installment                                      24,083     27,561
Construction                                     16,442     15,963
--------------------------------------------------------------------------------
Total loans                                     143,053    136,975
Less reserve for possible loan losses             2,139      1,951
--------------------------------------------------------------------------------
Net loans                                      $140,914   $135,024
================================================================================
</TABLE>

At December 31, 2001 and 2000, approximately $4,340,000 and $3,599,000,
respectively, of loans were outstanding to officers, directors, principal
stockholders and their associated companies. In 2001, additions and reductions,
including loan renewals, were $3,921,000 and $3,180,000, respectively. In the
opinion of management, such loans were made on the same terms and conditions as
those to other borrowers and did not involve more than the normal risk of
collectibility.

Transactions in the reserve for possible loan losses were as follows:

<TABLE>
<CAPTION>
                                                   2001       2000       1999
<S>                                              <C>        <C>        <C>
Balance at beginning of year                     $ 1,951    $ 1,913    $ 1,881
Provision charged to operations                      195        240        320
Loans charged off                                   (105)      (263)      (377)
Recoveries                                            98         61         89
--------------------------------------------------------------------------------
Balance at end of year                           $ 2,139    $ 1,951    $ 1,913
--------------------------------------------------------------------------------
Reserve as a percent of total loans                1.50%       1.42%      1.42%
================================================================================
</TABLE>

The Corporation considers a loan impaired when it is probable that all interest
and principal will not be collected in accordance with the contractual terms of
the loan agreement. Consistent with this definition, all non-accrual and
reduced-rate loans (with the exception of residential mortgages and consumer
loans) are considered impaired.

The recorded investment in impaired loans was approximately $454,000 and
$1,136,000 at December 31, 2001 and 2000, respectively, with an average recorded
investment in impaired loans of approximately $1,146,000 and $836,000 during
2001 and 2000, respectively. The impaired loans required a specific allocation
of the allowance for loan losses of approximately, $30,000 and $135,000 during
2001 and 2000, respectively.

Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. The unpaid principal balances of
mortgage loans serviced for others was $27,655,000 and $17,273,000 at December
31, 2001 and 2000, respectively. The Corporation has not purchased mortgage
servicing rights from others.

Custodial escrow balances maintained in connection with the foregoing loan
servicing, and included in demand deposits, were approximately $54,000 and
$20,000 at December 31, 2001 and 2000, respectively.

The Corporation has capitalized $70,000 and $31,000 in mortgage service rights
in 2001 and 2000, respectively. Amortization of those rights of $39,000 and
$26,000 was charged to expense during 2001 and 2000, respectively. The net
carrying amount of $180,000 and $149,000 for the years 2001 and 2000,
respectively, is included in other assets and approximates market value.

5. PREMISES AND EQUIPMENT
<TABLE>
<CAPTION>
                                        2001            2000
<S>                                    <C>             <C>
Land and improvements                  $1,012          $1,236
Buildings and improvements              3,940           3,898
Furniture and equipment                 2,606           4,507
--------------------------------------------------------------------------------
Total premises and equipment            7,558           9,641
Less accumulated depreciation           3,127           5,744
--------------------------------------------------------------------------------
Net carrying amount                    $4,431          $3,897
================================================================================
</TABLE>

Depreciation expense for the years ended December 31, 2001, 2000 and 1999 was
$454,000, $435,000 and $486,000, respectively.

6. DEPOSITS
The aggregate amount of time deposits in denominations of $100,000 or more at
December 31,2001 and 2000 was $12,536,000 and $9,283,000 respectively.

The remaining maturities of certificates of deposit at December 31, 2001 are as
follows:

<TABLE>
<S>                                      <C>
                         2002            $37,135
                         2003              9,709
                         2004              4,097
                         2005              4,709
                         2006              2,946
--------------------------------------------------------------------------------
                        Total            $58,596
================================================================================
</TABLE>

10                                    CBC


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

7.  INCOME TAXES
The items comprising the provision for Federal income tax are as follows:
<TABLE>
<CAPTION>
                                      2001            2000              1999
<S>                                 <C>            <C>                 <C>
Taxes currently payable             $ 1,178        $ 1,164            $ 1,176
  Provision (credit) for
  deferred taxes on:
     Discount accretion                   5              7                 (2)
     Reserve for loan losses            (64)           (13)                10
     Other                               31            (29)               (18)
--------------------------------------------------------------------------------
Total deferred recovery                 (28)           (35)               (10)
--------------------------------------------------------------------------------
  Provision for Federal
  income tax                        $ 1,150        $ 1,129            $ 1,166
================================================================================
</TABLE>

The Corporation uses the accrual method of accounting for both financial
reporting and income tax purposes. The provision for income taxes differs from
the amount computed by applying the Federal income tax rate of 34 percent due
principally to the following:
<TABLE>
<CAPTION>
                                                 2001        2000       1999

<S>                                           <C>          <C>          <C>
Income taxes at statutory rates               $ 1,586      $ 1,506      $ 1,511
Tax-exempt interest                              (475)        (429)        (392)
Other                                              39           52           47
--------------------------------------------------------------------------------
Provision for federal income tax              $ 1,150      $ 1,129      $ 1,166
================================================================================
</TABLE>

The details of the net deferred tax liability at December 31 are as follows:
<TABLE>
<CAPTION>
                                                           2001            2000
<S>                                                     <C>             <C>
Deferred tax assets:
   Reserve for loan loss                                $   516         $   452
   Depreciation                                              24              26
   Other                                                     79             103
--------------------------------------------------------------------------------
Total deferred tax assets                                   619             581
Deferred tax liabilities:
   Deferred loan fees                                        49              55
   Accrued liabilities                                       70              65
   Other                                                     62              51
   Unrealized gain on securities
     available for sale                                     830             468
--------------------------------------------------------------------------------
Total deferred tax liabilities                            1,011             639
Valuation allowance                                           -               -
Net deferred tax asset liability                        $  (392)        $   (58)
================================================================================
</TABLE>

8.  EMPLOYEE BENEFITS
The Corporation maintains a profit sharing plan in which all qualified employees
participate. Contributions to the plan are at the discretion of the Board of
Directors and amounted to $352,000, $330,000 and $328,000 for 2001, 2000 and
1999, respectively.

9.  OTHER EXPENSES
Included in other expenses for the years ended December 31, 2001, 2000 and 1999
are the following amounts:

<TABLE>
<CAPTION>
                                  2001        2000        1999
<S>                             <C>          <C>          <C>
Michigan single business tax    $ 153        $ 173        $ 192
</TABLE>

10. RESTRICTIONS ON CASH BALANCES AND UNDIVIDED PROFITS
The Bank is required to maintain legal reserve requirements based on the level
of balances in deposit categories. Cash balances restricted from usage due to
these requirements were $6,756,000 and $6,667,000 at December 31, 2001 and 2000,
respectively.

Unless prior regulatory approval is obtained, banking regulations limit the
amount of dividends that the Bank could declare to the current year's net profit
and retained new profits for the previous two years, less any required transfers
to surplus. The amount available for the payment of dividends at December 31,
2001 was $3,420,000.

11. COMMON STOCK
On March 17, 1999, the Board of Directors declared a 100 percent stock dividend
to holders of record of common stock of the Corporation on March 28, 1999,
payable April 20, 1999, which was accounted for as if it were a stock split. The
accompanying consolidated financial statements reflect this transaction and all
per share amounts have been restated for the stock dividend.

12. FAIR VALUES OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                                          2001                   2000
                                              Estimated             Estimated
                                   Carrying      Fair     Carrying     Fair
                                    Amount      Value      Amount     Value

<S>                                <C>        <C>         <C>       <C>
Assets:
  Cash and cash equivalents         $ 19,933   $ 19,933   $ 22,357   $ 22,357
  Securities                          63,328     63,904     60,411     60,696
  Other Securities                       541        541        541        541
  Loans:
    Commercial                        78,786     80,096     80,054     79,945
    Real estate mortgage              38,469     38,461     28,174     28,319
    Installment                       23,659     24,211     26,796     26,691
    Accrued interest
      receivable                       1,395      1,395      1,631      1,631
Liabilities:
  Deposits:
    Interest-bearing                 168,848    169,759    160,620    160,719
    Noninterest-bearing               35,003     35,003     36,184     36,184
    Accrued interest payable             403        403        496        496
</TABLE>

The following methods and assumptions were used in estimating the fair value of
financial instruments:

Cash and cash equivalents: The carrying amounts reported in the balance sheet
for cash and short-term instruments approximate those assets' fair values.

                                      CBC                                     11


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

Securities (including mortgage-backed securities): Fair values for investment
securities are based on quoted market prices, where available. If quoted market
prices are not available, fair values are based on quoted market prices of
comparable instruments.

Loans: For variable-rate loans that reprice frequently and with no significant
change in credit risk, fair values are based on carrying amounts. The fair
values for other loans are estimated using discounted cash flow analysis, using
interest rates currently being offered for loans with similar terms to borrowers
of similar credit quality. The carrying amount of accrued interest receivable
approximates its fair value.

Off-balance-sheet instruments: The fair value of loan commitments and standby
letters of credit, valued on the basis of fees currently charged for commitments
for similar loan terms to new borrowers with similar credit profiles, is not
considered material.

Deposit liabilities: The fair values disclosed for demand deposits are, by
definition, equal to the amount payable on demand at the reporting date. The
carrying amounts for variable rate, fixed-term money market accounts and
certificates of deposit approximate their fair values at the reporting date.
Fair values for fixed-rate certificates of deposit are estimated using a
discounted cash flow calculation that applies interest rates currently being
offered on similar certificates. The carrying amount of accrued interest payable
approximates its fair value.

Short-term borrowings: The carrying amounts of Federal funds purchased,
borrowings under repurchase agreements and other short-term borrowings
approximate their fair values.

Limitations: Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates do not reflect any premium or discount that could result from
offering for sale at one time entire holdings of a particular financial
instrument. Because no market exists for a significant portion of the financial
instruments, fair value estimates are based on judgments regarding future
expected loss experience, current economic conditions, risk characteristics and
other factors. These estimates are subjective in nature and involve
uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the
estimates.

Off-balance-sheet risk: The Corporation is party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the financing
needs of its customers and to reduce its own exposure to fluctuations in
interest rates.

These financial instruments include commitments to extend credit and financial
guarantees. These instruments involve, to varying degrees, elements of credit
and interest rate risk that are not recognized in the statement of financial
condition.

Commitments to extend credit are agreements to lend to a customer as long as
there are no violations of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Fees from issuing these commitments to extend
credit are recognized over the period to maturity. Since a portion of the
commitments is expected to expire without being drawn upon, the total
commitments do not necessarily represent future cash requirements. The
Corporation evaluates each customer's credit worthiness on a case-by-case basis.
The amount of collateral obtained upon extension of credit is based on
management's credit evaluation of the customer.

Exposure to credit loss in the event of nonperformance by the other party to the
financial instrument for commitments to extend credit and financial guarantees
written is represented by the notional contract amount of those items. The
Corporation generally requires collateral to support such financial instruments
in excess of the notional contract amount of those instruments.

The Corporation had outstanding loan origination commitments aggregating
$53,188,000 and $38,853,000 at December 31, 2001 and 2000, respectively, of
which $31,671,000 and $20,930,000 of loans was outstanding at year end and
included in the Corporation's balance sheet.

12                                    CBC


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

13. REGULATORY MATTERS
The Bank is subject to various regulatory capital requirements administered by
Federal banking agencies. Failure to meet minimum capital requirements can
initiate certain mandatory and discretionary actions by regulators that could
have a direct material effect on the Bank's financial statements. Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum, amounts and ratios, which are shown in the table below.
<TABLE>
<CAPTION>
                                                              DECEMBER 31, 2001

                                                                  To Be
                                                Current         Adequately       To Be Well
                                                Capital         Capitalized      Capitalized
<S>                                            <C>            <C>                <C>
Total capital (to risk-weighted assets):
   Amount                                      $  27,701      $  11,598           $  14,497
   Ratio                                            19.1%           8.0%               10.0%

Tier I capital (to risk-weighted assets):
   Amount                                         24,865          5,799               8,698
   Ratio                                            17.2%           4.0%                6.0%

Tier I capital (to average assets):
   Amount                                         24,865          9,197              11,497
   Ratio                                            10.8%           4.0%                5.0%

<CAPTION>

                                                              DECEMBER 31, 2001

                                                                  To Be
                                                Current         Adequately       To Be Well
                                                Capital         Capitalized      Capitalized
<S>                                            <C>            <C>                <C>

Total capital (to risk-weighted assets):
   Amount                                      $  28,044      $  11,295           $  14,118
   Ratio                                            19.9%           8.0%               10.0%

Tier I capital (to risk-weighted assets):
   Amount                                         25,652          5,647               8,471
   Ratio                                            18.2%           4.0%                6.0%

Tier I capital (to average assets):
   Amount                                         25,652          8,832              11,040
   Ratio                                            11.6%           4.0%                5.0%
</TABLE>


                                      CBC                                     13


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
================================================================================

                        [PLANTE & MORAN, LLP LETTERHEAD]

The Board of Directors
County Bank Corp

We have audited the consolidated balance sheet of County Bank Corp and
subsidiary as of December 31, 2001 and 2000 and the related consolidated
statements of changes in stockholders' equity, income and cash flows for each
year in the three-year period ended December 31, 2001. These consolidated
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
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 above present
fairly, in all material respects, the consolidated financial position of County
Bank Corp and subsidiary at December 31, 2001 and 2000, and the consolidated
results of its operations and cash flows for each year in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.


Auburn Hills, Michigan                               /s/ Plante & Moran, LLP
January 22, 2002

14                                    CBC

<PAGE>
COUNTY BANK CORP
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================

County Bank Corp (the Corporation), a one bank holding company, was formed on
January 3, 1989, and is the sole owner and parent of Lapeer County Bank & Trust
Co. (the Bank). The Corporation offers a full line of banking and trust services
through the subsidiary Bank. The Bank serves Lapeer County through three offices
in the City of Lapeer, a branch office in the City of Imlay City and branch
offices in each of the Townships of Attica, Deerfield, Elba and Metamora.

The Corporation is obligated to comply with the regulations of the Federal
Reserve Board and the Securities and Exchange Commission. As a state chartered
member institution, the Bank is obligated to comply with the regulations of the
Office of Financial and Insurance Services of the State of Michigan in addition
to the regulations of the Federal Reserve Board. The Corporation's and the
Bank's business is directly affected by the monetary policies of the Board of
Governors of the Federal Reserve System. The Federal Deposit Insurance
Corporation insures the Bank's deposits.

EARNINGS

Major components of the operating results of the Corporation for 2001, 2000 and
1999 are presented in the accompanying table, Summary of Operations. A
discussion of these results is presented in greater detail in subsequent pages.

SUMMARY OF OPERATIONS

<TABLE>
<CAPTION>
                                          2001        2000        1999        1998         1997
<S>                                    <C>        <C>         <C>          <C>          <C>
Interest income                        $ 15,052   $  15,578   $   14,027   $  13,826    $  13,556
Interest expense                          5,583       6,460        5,373       5,355        5,162
-------------------------------------------------------------------------------------------------
Net interest income                       9,469       9,118        8,654       8,471        8,394
Provision for possible loan losses          195         240          320         120          120
-------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses                  9,274       8,878        8,334       8,351        8,274
Other income                              2,482       2,245        2,597       2,283        2,166
Other expenses                            7,091       6,693        6,487       6,175        6,064
-------------------------------------------------------------------------------------------------
Income before provision for
Federal income tax                        4,665       4,430        4,444       4,459        4,376

Provision for Federal income tax          1,150       1,129        1,166       1,239        1,215
-------------------------------------------------------------------------------------------------
Net income                             $  3,515   $   3,301   $    3,278   $   3,220    $   3,161
=================================================================================================
PER SHARE
Net income                             $   2.96   $   2.78    $    2.76    $    2.71    $    2.66
Dividends declared                     $   3.65   $   1.04    $     .94    $    2.90    $     .85
</TABLE>


NET INTEREST INCOME
Deposits increased in time and savings deposits during the year while balances
in interest bearing and non-interest bearing accounts declined. This was a
result of eleven reductions in the Federal funds target by the Federal Reserve
Board's Open Market Committee. The reductions, totaling 4.75%, reduced the rate
of return available in the Bank's Choice account and other competitive money
market deposit accounts. Consequently, customers returned to time deposits to
protect yield in the falling market and to ordinary savings accounts to maintain
stability. The result was moderate growth in deposits and a reduction in the
Corporation's interest cost. Loan demand remained moderate through the first
three quarters of the year, but rebounded strongly in the fourth quarter. Net
increases in loans totaled $6,078,000 for the year. The Corporation's loan to
deposit ratio increased to 70.2% at year end 2001 from 69.6% at year end 2000.
This moderate growth in loans enabled the Corporation to increase its investment
portfolio slightly above $2,000,000 after accounting for the changes in value of
the available for sale portfolio. The net result of the changes enabled the
Corporation to maintain its net interest margin as a per cent of average assets
on a Federal tax equivalent (FTE) basis at 4.54%; net interest income increased
$396,000. The Corporation continues to match rate sensitive assets and rate
sensitive liabilities to maintain margins in different rate environments.



                                      CBC                                     15

<PAGE>

COUNTY BANK CORP
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================

PROVISION FOR POSSIBLE LOAN LOSSES
The Corporation adheres to a loan review procedure that identifies loans that
may develop into problem credits. The adequacy of the reserve for possible loan
losses is evaluated against the listings that result from the review procedure,
historical net loan loss experience, current and projected loan volumes, the
level and composition of nonaccrual, past due and renegotiated or reduced rate
loans, current and anticipated economic conditions and an evaluation of each
borrower's credit worthiness. Based on these factors, management determines the
amount of the provision for possible loan losses needed to maintain an adequate
reserve for possible loan losses. The amount of the provision for possible loan
losses is recorded as current expense and may be greater or less than the actual
net charged off loans.

Activity related to the reserve for loan losses resulted in net charged off
loans of $7,000 in 2001. Net charged off loans recorded in 2000 were $202,000.
Provisions for possible loan losses were $195,000 in 2001 and $240,000 for 2000.
The ratio of reserve for possible loan losses to gross loans equaled 1.5%, 1.4%
and 1.4% in 2001, 2000 and 1999, respectively.

NON-INTEREST INCOME
Non-interest income is composed of trust department income, service charges on
deposit accounts, fees for providing other services to customers, gains on
securities sales and other income. Non-interest income increased 10.6% during
2001. Trust income fell as result of declining market values in accounts where
fees are based on asset values, although the number of trust accounts increased
during the year. Service charges on deposit accounts increased 8.01% as a result
of growth in deposits and increases in fees. Other income categories increased
by 27.8% as a result of increases in mortgage servicing income, the
capitalization of mortgage servicing rights, fees resulting from increased ATM
and debit card activity and increased sweep management fees. The gain on sale of
assets resulted primarily from a gain on the sale of one property in other real
estate.

NON-INTEREST EXPENSE
Total non-interest expense increased 6.0% during 2001. Salaries and employee
benefits increased 7.4% as a result of increases in salaries partly due to a
compensation study that resulted in adjusting some salaries to market
conditions, a one-time recovery of vacation expense in 2000 resulting from a
change in vacation policy, and normal increases in salaries and benefits.
Occupancy expenses increased 4.6% as a result on ongoing remodeling expenses to
the main office. Other expenses increased 3.3% for the year.

FINANCIAL CONDITION

Average assets for the Corporation totaled $225,272,000, $212,993,000 and
$202,995,000 in 2001, 2000 and 1999 respectively. The 5.7% growth in average
assets follows a 4.9% growth in 2000 and a 7.0% growth in 1999. Average loans
grew 1.0% while average interest bearing deposits grew 7.0%. Average earning
assets grew 5.7% compared to average total deposit growth of 5.8%.

CAPITAL

The Corporation currently has 517 stockholders representing 1,186,472 shares of
common stock. The stock is not listed on any exchange. Local brokerage firms
handle sales. The following schedule compares bid and asked prices for the stock
of the Corporation, as known to management, by calendar quarter for 2001 to bid
and asked prices for 2000.

<TABLE>
<CAPTION>
                         2001
                    Bid        Asked
<S>             <C>           <C>
First Quarter   $  38.00      $ 40.00
Second Quarter     40.00        41.00
Third Quarter      40.00        41.00
Fourth Quarter     42.00        43.00
</TABLE>

<TABLE>
<CAPTION>
                          2000
                   Bid          Asked
<S>             <C>            <C>
First Quarter   $  40.33       $ 41.67
Second Quarter     41.67         43.50
Third Quarter      40.67         42.00
Fourth Quarter     38.83         40.67
</TABLE>

The Corporation paid quarterly cash dividends and paid a special dividend in
December of 2001. In addition, the Corporation paid a one time cash dividend of
$2.50 per share on March 30, 2001. Cash dividends during 2001 totaled $4,331,000
and $1,234,000 in 2000. Dividends per share paid during 2001 equaled $3.65; the
Corporation paid $1.04 per share in dividends during 2000. On March 17th 1999,
the Board of Directors declared a 100 percent stock dividend to holders of
common stock on March 28, 1999 payable April 20, 1999. All per share data in
this narrative have been restated to reflect the new number of shares. The
Corporation did not issue any authorized shares of stock in 2001 or 2000. At the
April 21, 2000 annual meeting, the stockholders of the Corporation increased the
authorized shares of the Corporation to 3,000,000.



16                                     CBC

<PAGE>

COUNTY BANK CORP
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
================================================================================

The Corporation's return on average equity totaled 13.6% in 2001 and 13.2% in
2000. Effective December 31, 1992, the Corporation is required to maintain
capital in excess of 8% of risk-weighted assets as defined by the Federal
Reserve Board. The Corporation's capital to risk-weighted asset ratio was 19.1%
on December 31, 2001 and was 19.9% on December 31, 2000.

LIQUIDITY

The anticipated liquidity requirements of the Corporation can be met by
upstreaming dividends from the Bank. Refer to Note 10 of the accompanying
financial statements for a discussion of the restrictions on undivided profits
of the Bank. The anticipated cash needs of the Corporation are for the payment
of dividends to current stockholders. Dividends upstreamed to the Corporation
were $4,331,000 in 2001 and $1,234,000 in 2000.

The estimated market value of U.S. Government securities and U.S. Agency
securities totaled 15.8% of total deposits on December 31, 2001. The percentage
for 2000 was 17.1%. The Corporation is able to meet normal demands for liquidity
through loan repayments, securities payments and deposit growth.

SPECIAL RECOGNITION

[ANGELA TENBUSCH PHOTO]

Angela was promoted to the Elba Branch Officer in December, 2001. She started
with the Bank in 1995 at the Attica office. Angela transferred to the Southgate
office where she earned her Certified Teller and Customer Service Specialist
ratings. In January of 1999, Angela was assigned to the Elba Branch and became
the Assistant Branch Manager. One year later, she was promoted to Elba Branch
Manager. Angela is continuing her college education at Mott Community College.
She and her husband, Timothy, enjoy being outdoors and touring on their
Harley-Davidson motorcycle.

[LATRICIA ROSS PHOTO]

Latricia came to the Bank in August of 1998 as the Human Resources Assistant.
While working full-time as the HR Assistant, Latricia was attending Baker
College where she received her Bachelor of Business Administration degree in
June of 2000. Latricia was promoted to the Human Resources Manager in October of
2000 and appointed the Human Resources Director in December, 2001. Latricia has
lived in Flint for the majority of her life. She has 3 children, Jaresa, Kevin,
Jr. and Christine. She is currently attending Spring Arbor University, where she
is pursuing a Masters of Arts in Counseling degree.


                                      CBC                                     17

<PAGE>

COUNTY BANK CORP
--------------------------------------------------------------------------------
SPECIAL RECOGNITION
================================================================================

                 SPECIAL RECOGNITION AND AWARDS WERE PRESENTED
             TO THESE EMPLOYEES IN HONOR OF THEIR DEDICATED SERVICE

[35 YEARS: PRESIDENT CURT CARTER PHOTO]

[30 YEARS:  LAURIE VERBEKE AND BERNADETTE TALASKI PHOTO]

[15 YEARS: (LEFT TO RIGHT)  KIM HILL, DENISE SCHLAUD AND MARSHA KALAKAY PHOTO]

[10 YEARS: (LEFT TO RIGHT) SUE HILL, MARGARET HODGSON, MARY SCHROEDER AND
COLLEEN SUTTON PHOTO]

[FROM LEFT: 5 YEARS: ALAN BUTLER, DANIELLE PORTICE, BRENDA CARR, LAURIE
CHATEAUVERT, CHERRY NEWLON, ROSEMARY SCHLAUD, SHARI LECLAIR, TERRY HOUSE. PHOTO]



18                                    CBC


<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
BOARD OF DIRECTORS
================================================================================


                                COUNTY BANK CORP
                               BOARD OF DIRECTORS



                                    [PHOTO]



      Back Row, Left to Right: Chuck Schiedegger, Curt Carter, Dave Bush,
                        Jim Harrington, and Pat Cronin.
           Front Row, Left to Right: Ernie Lefever, Tom Butterfield,
                           Tim Oesch, and Mike Blazo.

                                      CBC                                     19
<PAGE>


COUNTY BANK CORP
--------------------------------------------------------------------------------
LAPEER COUNTY BANK & TRUST CO.
DIRECTORS and OFFICERS
================================================================================

                                COUNTY BANK CORP
                               BOARD OF DIRECTORS


MICHAEL H. BLAZO
   President, Kirk Construction Co.
DAVID H. BUSH, O.D.
   Doctor of Optometry
THOMAS K. BUTTERFIELD
   Attorney at Law with Taylor, Butterfield,
      Riseman, Clark, Howell & Churchill, P.C.
CURT CARTER
   President, County Bank Corp

PATRICK A. CRONIN
   Agent, State Farm Insurance
JAMES F. HARRINGTON
   President, H & H Tool, Inc.
ERNEST W. LEFEVER, DPM
   Doctor of Podiatry
TIM OESCH
   President, Nolin, Oesch, Sieting & Macksoud, P.C.
CHARLES SCHIEDEGGER
   President & COO, Metamora Products Corp.

                            WHOLLY OWNED SUBSIDIARY
                         LAPEER COUNTY BANK & TRUST CO.

CURT CARTER
   President
BRUCE J. CADY
   Senior Vice President
LAIRD A. KELLIE
   Vice President
ELLIE WATCHORN
   Vice President & Trust Officer
JOSEPH H. BLACK
   Financial Officer
SHELLY M. CHILDERS
   Data Processing Officer
DEBRA COE
   Metamora Branch Officer
JIM COPPINS
   Business Development Director
ALAN J. CURTIS
   Senior Commercial Loan Officer
SUSANNE R. DICKEY
   Assistant Financial Officer
DOROTHY A. FLEMING
   Attica Branch Officer

DEAN A. GOODRICH
   Auditor
BETH A. HENDERSON
   Director of Consumer Lending
DAVID M. HENDRY
   Commercial Loan Officer
MARSHA A. KALAKAY
   Southgate Branch Officer
WILLIAM E. O'CONNOR
   Commercial Loan Officer
LATRICIA ROSS
   Human Resources Director
NANCY F. SOMMERVILLE
   Consumer Loan Officer
KATHLEEN M. SUTHERLAND
   Director of Mortgage Lending
BERNADETTE F. TALASKI
   Branch Administrator
ANGELA TENBUSCH
   Elba Branch Officer
CAROL J. WANGLER
   Operations Officer

                         LAPEER COUNTY BANK & TRUST CO.
                   83 WEST NEPESSING STREET, LAPEER, MICHIGAN
                     PHONE: 810-664-2977 FAX: 810-667-1742

A COPY OF THE CORPORATION'S 10K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION IS AVAILABLE UPON WRITTEN REQUEST TO: JOSEPH BLACK, TREASURER, COUNTY
BANK CORP, PO BOX 250, LAPEER, MI 48446-0250.

20                                      CBC


<PAGE>






                                   [PICTURE]

                        A LAPEER COUNTY TRADITION . . .

                                                MEMBER FDIC