##### Table of Contents



BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
33583 Woodward Avenue
Birmingham, MI 48009
(248) 723-7200
 April 7, 2008
  9:30 a.m. Birmingham Community House, 380 South Bates Street,
  Please complete and mail in your
proxy card promptly, even if you plan to attend the meeting.
 FOR
  Sincerely,Robert E. FarrPresident and Chief Executive Officer




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BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
33583 Woodward Avenue
Birmingham, MI 48009
 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 TIME
    
    9:30 a.m., local time, on Monday, May 19, 2008PLACE
    
    Birmingham Community House380 South Bates StreetBirmingham, Michigan
 ITEMS OF BUSINESS
    
    
    (1
    )
    
    To elect four Class III members of the Board of
Directors with terms expiring in 2011.(2
    )
    
    To transact such other business as may properly come
before the Meeting.
 ANNUAL REPORT
    
    Our 2007 Annual Report, which is not a part of the proxy
soliciting material, is enclosed.RECORD DATE
    
    You can vote if you are a shareholder of record on March 21,
2008.QUORUM
    
    A majority of the shares of common stock must be represented at the
meeting. If there are insufficient shares, the meeting may be
adjourned.
 April 7, 2008Daniel P. ODonnell, Secretary
 2




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##### 



TABLE OF CONTENTS
 SOLICITATION AND VOTING
    
    
    4Shareholders Entitled to Vote
    
    
    4Voting Procedures
    
    
    4Required Vote
    
    
    5Revoking a Proxy
    
    
    5List of Shareholders
    
    
    5Cost of Proxy Solicitation
    
    
    5Inspector of Election
    
    
    5Other Matters
    
    
    6GOVERNANCE OF THE COMPANY
    
    
    6Role and Composition of the Board of Directors
    
    
    6The Executive Committee
    
    
    6The Audit Committee
    
    
    7Audit Committee Financial Expert
    
    
    7The Nomination and Governance Committee
    
    
    7The Compensation Committee
    
    
    8Code of Ethics
    
    
    8Shareholder Communications with the Board
    
    
    8Directors Compensation
    
    
    9ITEM 1. ELECTION OF DIRECTORS
    
    
    9CLASS III  NOMINEES WHOSE TERMS WILL EXPIRE IN 2011
    
    
    10CLASS I  CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 2009
    
    
    10CLASS II  CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 2010
    
    
    11SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS, MOST HIGHLY
COMPENSATED EXECUTIVE OFFICERS AND ALL DIRECTORS AND EXECUTIVE OFFICERS AS
A GROUP
    
    
    12SECURITY OWNERSHIP OF SHAREHOLDERS HOLDING 5% OR MORE
    
    
    13EXECUTIVE COMPENSATION
    
    
    14Employment Agreements
    
    
    14401(k) Plan
    
    
    15Payments upon Termination/Change of Control
    
    
    15Option Grants in 2007
    
    
    16Transactions With Certain Related Persons
    
    
    17AUDIT COMMITTEE
    
    
    18Audit Committee Report
    
    
    18Audit Fees
    
    
    18Audit Related Fees
    
    
    18Tax Fees
    
    
    18All Other Fees
    
    
    19COMPLIANCE WITH SECTION 16
    
    
    19SHAREHOLDER PROPOSALS
    
    
    19
  3




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BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
33583 Woodward Avenue
Birmingham, MI 48009
 
 SOLICITATION AND VOTING
  ,
  
 Shareholders Entitled to Vote
    
 Voting Procedures
  
    
    you can come to the Annual Meeting and cast your vote there; or
    
    you can vote by signing and returning the enclosed proxy card. If you do so,
the individuals named as proxies on the card will vote your shares in the manner
you indicate.
 FOR FOR
  HOWEVER, IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER, BANK OR OTHER NOMINEE,
THE INSPECTOR OF ELECTION WILL REQUIRE YOU TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME
FROM SUCH BROKER, BANK OR OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING
 4




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Required Vote
   
 Revoking a Proxy
  
    
    you may send in another proxy with a later date;
    
    you may notify the Companys Secretary in writing at Birmingham Bloomfield
Bancshares, Inc., 33583 Woodward Avenue, Birmingham, Michigan 48009; or
    
    you may revoke by voting in person at the Annual Meeting.
  
 List of Shareholders
  
 Cost of Proxy Solicitation
  
 Inspector of Election
  5




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Other Matters
  
 GOVERNANCE OF THE COMPANY
 
 Role and Composition of the Board of Directors
    NominationandName
    
    Board
    
    Executive
    
    Audit
    
    Governance
    
    CompensationWilliam R. Aikens
    
    
    X
    
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    XHarry Cendrowski
    
    
    X
    
    
    
    X
    
    
    
    XDonald E. Copus
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    XJohn M. Erb
    
    
    XRobert E. Farr
    
    
    X
    
    
    
    XCharles Kaye, Jr.
    
    
    X
    
    
    
    
    
    
    
    XScott B. McCallum
    
    
    X
    
    
    
    XRichard J. Miller
    
    
    XDaniel P. ODonnell
    
    
    XCharles T. Pryde
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    XDonald Ruff
    
    
    X
    
    
    
    X
    
    
    
    XWalter G. Schwartz
    
    
    X
    
    
    
    
    
    
    
    
    
    
    
    XHenry G. Spellman
    
    
    X
    
    
    
    X
    
    
    
    
    
    
    
    X
    
    
    
    XMeetings in 2007
    
    
    14
    
    
    
    0
    
    
    
    5
    
    
    
    0
    
    
    
    0
 
 The Executive Committee
 6




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The Audit Committee
  
    
    maintaining a liaison with the outside auditors;
    
    reviewing the adequacy of internal controls;
    
    reviewing with management and outside auditors financial disclosures of the
Company; and
    
    reviewing any material changes in accounting principles or practices used in
preparing statements.
 
 Audit Committee Financial Expert
  
 The Nomination and Governance Committee
  http://www.bankofbirmingham.net
  
  7




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The Compensation Committee
  http://www.bankofbirmingham.net
 
 Code of Ethics
  
    
    Honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships;
    
    Full, fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commissions and in other
public communications we make;
    
    Compliance with applicable governmental laws, rules and regulations;
    
    The prompt internal reporting of violations of the code to an appropriate person or
persons named in the code; and
    
    Accountability for adherence to the code.
 http://www.bankofbirmingham.net http://www.bankofbirmingham.net
 
 8




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Shareholder Communications with the Board
  
 Directors Compensation
  2007 DIRECTOR COMPENSATION TABLE
 NonqualifiedDeferredFees Earned or
    
    
    
    
    
    
    
    
    
    Compensation
    
    All OtherPaid in Cash
    
    Stock Awards
    
    Option Awards
    
    Earnings
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)William R. Aikens
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Harry Cendrowski
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Donald E. Copus
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0John M. Erb
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Charles Kaye, Jr.
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Scott B. McCallum
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Daniel P. ODonnell
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Charles T. Pryde
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Donald Ruff
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Walter G. Schwartz
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0Henry G. Spellman
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
    
    
    
    $0
 
 ITEM 1. ELECTION OF DIRECTORS
     9




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The Board of Directors recommends a vote FOR the election of these nominees as Directors
  
 CLASS III  NOMINEES WHOSE TERMS WILL EXPIRE IN 2011
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipJohn M Erb
    
    
    53
    
    
    Director since 2007. Vice President, Edgemere
Enterprises (real estate investment).Charles T. Pryde
    
    
    52
    
    
    Director since 2006. Member, Governmental Affairs
Staff, Ford Motor Company.Donald Ruff
    
    
    71
    
    
    Director since 2006. Retired-former Senior Vice
President and Manager of Corporate Operations and
Auditing, First Federal of Michigan.Walter G. Schwartz
    
    
    43
    
    
    Director since 2006. Investment Advisor, Schwartz &
Co. (investment management).
 
 CLASS I  CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 2009
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipWilliam R. Aikens
    
    
    74
    
    
    Director since 2006. Chairman/owner, Spartan Metal Finishing.Harry Cendrowski
    
    
    53
    
    
    Director since 2006. Partner, Cendrowski Selecky, P.C.
(certified public accounting).Richard J. Miller
    
    
    49
    
    
    Executive Vice President, Chief Financial Officer and
Director since 2006. Former senior consultant, Plante &
Moran, PLLC (certified public accounting).
 10




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CLASS II  CONTINUING DIRECTORS WHOSE TERMS WILL EXPIRE IN 2010
 Name and Age as of
    
    Position, Principal Occupation,the Annual Meeting
    
    Business Experience and DirectorshipDonald E. Copus
    
    
    51
    
    
    Director since 2006. Chief Financial Officer, Magna
Services Group, Ltd. (Hungry Howies Pizza
franchisee).Robert E. Farr
    
    
    51
    
    
    President and Chief Executive Officer and Director
since 2006. Former Regional Director-Private
Banking, TCF Bank (2001-2003).Charles Kaye
    
    
    84
    
    
    Director since 2006. Partner, Boyes, Wright, Pittman
and Co., P.C. (certified public accountants).Scott McCallum
    
    
    48
    
    
    Director since 2006. Principal, Resource Financial
Institutions Group, Inc. (investment management).Daniel P. ODonnell
    
    
    49
    
    
    Director since 2006. Principal/Owner, Professional
Furniture Services (furniture restoration).Henry G. Spellman
    
    
    64
    
    
    Director since 2006. Retired-former Vice
President-International Operations, Chrysler
Financial Corporation.
 11




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SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
 Amount andNature of Beneficial
    
    OwnershipName
    
    Ownership
    
    As a Percent of ClassWilliam R. Aikens (Director)
    
    
    34,960
    (1)(3)
    
    
    1.93
    %Harry Cendrowski (Director)
    
    
    19,360
    (1)(4)
    
    
    1.07
    %Donald E. Copus (Director)
    
    
    17,320
    (1)(2)
    
    
    0.96
    %John M. Erb (Director)
    
    
    3,000
    
    
    
    0.17
    %Robert E. Farr (Executive Officer and Director)
    
    
    17,560
    (1)(7)
    
    
    0.97
    %Charles Kaye, Jr. (Director)
    
    
    16,360
    (1)(8)
    
    
    0.90
    %Lance N. Krajacic (Executive Officer)
    
    
    18,000
    (8)(12)
    
    
    1.00
    %Scott B. McCallum (Director)
    
    
    
    
    
    
    Richard J. Miller (Executive Officer and Director)
    
    
    19,360
    (1)(4)(11)
    
    
    1.07
    %Daniel P. ODonnell (Director)
    
    
    16,360
    (1)(8)
    
    
    0.90
    %Charles T. Pryde (Director)
    
    
    16,039
    (1)(14)
    
    
    .89
    %Donald Ruff (Director)
    
    
    600
    (13)
    
    
    *Walter G. Schwartz (Director)
    
    
    16,360
    (1)(8)
    
    
    0.90
    %Henry G. Spellman (Director)
    
    
    19,360
    (1)(4)
    
    
    1.07
    %All directors and executive officers as a group
(14 persons)
    
    
    214,639
    
    
    
    11.31
    %
 
 *
    
    less than one percent(1)
    
    Includes organizer warrants to acquire 7,360 shares of common stock which are currently
exercisable.(2)
    
    Includes shareholder warrants to acquire 1,660 shares of common stock which are
currently exercisable.(3)
    
    Includes shareholder warrants to acquire 1,600 shares of common stock which are
currently exercisable and 15,000 shares and 3,000 shareholder warrants which are currently
exercisable and are held by Mr. Aikens wife.(4)
    
    Includes shareholder warrants to acquire 2,000 shares of common stock which are
currently exercisable.(5)
    
    Includes 7,900 shares and 1,580 shareholder warrants which are currently exercisable
which are held by Mr. Copus wife.(6)
    
    Includes shareholder warrants to acquire 1,405 shares of common stock which are
currently exercisable and 1,000 shares and 200 shareholder warrants which are currently
exercisable and are held by a trust which Mr. Farr is trustee.(7)
    
    Includes shareholder warrants to acquire 770 shares of common stock which are currently
exercisable and 2,000 shares and 400 shareholder warrants which are currently exercisable
and are held by Mr. Farrs wife and 1650 shares and 330 shareholder warrants which are
currently exercisable and are held by Mr. Farrs children and 1,000 shares and 200
shareholder warrants which are currently exercisable and are held by a trust which Mr. Farr
is trustee.(8)
    
    Includes shareholder warrants to acquire 1,500 shares of common stock which are
currently exercisable.(9)
    
    Includes shareholder warrants to acquire 980 shares of common stock which are currently
exercisable and 2,333 shares and 466 shareholder warrants which are currently exercisable
and are held by Mr. Prydes wife(10)
    
    Does not include options to purchase 50,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan.(11)
    
    Does not include options to purchase 30,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan. 12




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(12)
    
    Does not include options to purchase 25,000 shares of common stock to be issued upon
approval of the 2006 Stock Incentive Plan.(13)
    
    Includes shareholder warrants to acquire 100 shares of common stock which are currently
exercisable.(14)
    
    Includes shareholder warrants to acquire 1,446 shares of common stock which are
currently exercisable. 
 SECURITY OWNERSHIP OF SHAREHOLDERS
HOLDING 5% OR MORE
 NAME AND ADDRESS OF
    
    NUMBER OF
    
    PERCENTBENEFICIAL OWNER
    
    SHARES(1)
    
    OF CLASSResource America, Inc 
1845 Walnut Street, 10th Floor 
Philadelphia, Pennsylvania 19103
    
    
    178,171
    
    
    
    9.9
    %
 
 (1)
    
    Pursuant to rules promulgated by the Securities and Exchange Commission (SEC) under the
Exchange Act, a person or entity is considered to beneficially own shares of Common Stock if
the person or entity has or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which includes the power to dispose
or direct the disposition of the shares. Unless otherwise indicated, a person has sole voting
power and sole investment power with respect to the indicated shares. 13




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EXECUTIVE COMPENSATION
  SUMMARY COMPENSATION TABLE ($)
 NonqualifiedDeferredName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Compensation
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    Earnings
    
    Compensation
    
    TotalRobert E. FarrPresident and CEO
    
    
        2007
    
    
    $
    135,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    20,000
    
    
    $
    0
    
    
    $
    15,000
    (1)
    
    $
    170,000Richard J. MillerEVP and CFO
    
    
    2007
    
    
    $
    125,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    12,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    137,000Lance N. KrajacicEVP and Chief
Lending Officer
    
    
    2007
    
    
    $
    125,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    10,000
    
    
    $
    0
    
    
    $
    0
    
    
    $
    135,000
 
 (1)
    
    Represents monthly automobile allowance of $750.00 per month and monthly country club
dues reimbursement of $500.00 per month. Backgrounds of our Other Executive Officers
  Lance N. Krajacic
 
 Employment Agreements
 Robert Farr, Lance Krajacic and Richard Miller
  14




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401(k) Plan
  
 Payments upon Termination/Change of Control
   1.
    
    If the termination occurs after the first anniversary date, the executive is
entitled to 6 months base salary.2.
    
    If the termination occurs after the second anniversary date, the executive is
entitled to 12 months base salary.
    15




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Option Grants in 2007
  2007 GRANTS OF PLAN-BASED AWARDS TABLE
 All Other
    
    All OtherStock Awards:
    
    Option Awards:Number of
    
    Number of
    
    Exercise orShares of
    
    Securities
    
    Base Price
    
    Grant Date FairStock or
    
    Underlying
    
    of Option
    
    Value of OptionGrant
    
    Units
    
    Options
    
    Awards
    
    AwardsName
    
    Date
    
    (#)
    
    (#)
    
    ($ / Sh)
    
    ($)Robert E. Farr
    
    
    4/23/2007
    
    
    
    N.A.
    
    
    
    50,000
    
    
    $
    10.00
    
    
    $
    59,000Richard J. Miller
    
    
    4/23/2007
    
    
    
    N.A.
    
    
    
    30,000
    
    
    $
    10.00
    
    
    $
    36,000Lance N. Krajacic
    
    
    4/23/2007
    
    
    
    N.A.
    
    
    
    25,000
    
    
    $
    10.00
    
    
    $
    30,000
 
 (1)
    
    The Company issued 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller and
Krajacic, respectively, at an exercise price of $10.00 per share. The options vest ratably
(1/3rd per year) over a three-year period, or in the case of Mr. Farr over a
five year period beginning 7/26/2007 (the one-year anniversary of the Banks opening). The
options will expire on 7/26/2017. 16




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2007 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    OptionOptions
    
    Options
    
    Exercise
    
    Option(#)
    
    (#)
    
    Price
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    ($)
    
    DateRobert E. Farr
    
    
    N.A.
    
    
    
    50,000
    
    
    $
    10.00
    
    
    
    4/23/2017Richard J. Miller
    
    
    N.A.
    
    
    
    30,000
    
    
    $
    10.00
    
    
    
    4/23/2017Lance N. Krajacic
    
    
    N.A.
    
    
    
    25,000
    
    
    $
    10.00
    
    
    
    4/23/2017
 
 (2)
    
    The Company issued 50,000, 30,000, and 25,000 options to Messrs. Farr, Miller and
Krajacic, respectively, at an exercise price of $10.00 per share. The options vest ratably
(1/3rd per year) over a three-year period, or in the case of Mr. Farr over a
five year period beginning 7/26/2007 (the one-year anniversary of the Banks opening). The
options will expire on 7/26/2017. 
 Transactions with Certain Related Persons
  
    
    In the case of banking transactions, each transaction will be on substantially the
same terms, including price or interest rate and collateral, as those prevailing at the
time for comparable transactions with unrelated parties, and any banking transactions
will not be expected to involve more than the normal risk of collectibility or present
other unfavorable features to us;
    
    In the case of business transactions, each transaction will be on terms no less
favorable than could be obtained from an unrelated third party; and
    
    In the case of all related party transactions, each transaction will be approved by
a majority of the directors, including a majority of the directors who do not have an
interest in the transaction.
  
    
    We entered into an agreement with Schwartz Financial Group, an entity partially
owned by director Walter Schwartz, to provide brokerage and certain other
administrative services in connection with the 401(k) Plan that we offer our employees.
Schwartz Financial Group receives a commission of 25 basis points on any brokerage
transaction that it executes in connection with the Plan. These fees would be paid
directly by the respective mutual fund companies involved in the trade and included in
the mutual funds annual administrative expenses.
  17




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AUDIT COMMITTEE
 
 Audit Committee Report
 http://www.bankofbirmingham.net
    William R. Aikens
    
    Harry Cendrowski
    
    Charles Kaye, Jr.
    
    Donald Ruff
  
 Audit Fees
  2007
    
    2006$
    57,825
    
    
    $
    30,750
 
 Audit Related Fees
  2007
    
    2006$
    0
    
    
    $
    0
 18




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Tax Fees
  2007
    
    2006$
    7,400
    
    
    $
    0
 
 All Other Fees
  2007
    
    2006$
    980
    
    
    $
    0
  
 COMPLIANCE WITH SECTION 16
   
 SHAREHOLDER PROPOSALS
  19




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##### Table of Contents



By Order of the Board of Directors,
Daniel P. ODonnell, Secretary 20