<PAGE>   1
                     [ST. JOSEPH CAPITAL BANK LETTERHEAD]


                                 March 18, 1997

Dear Fellow Stockholder:

     On behalf of the Board of Directors and management of St. Joseph Capital
Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders of St. Joseph Capital Corporation to be held at 7:00 p.m. on April
29, 1997, at the Center for Continuing Education at the University of Notre
Dame, Notre Dame, Indiana.  A map showing the location of the meeting is found
on the back page of the accompanying proxy statement.  The accompanying Notice
of Annual Meeting of Stockholders and Proxy Statement discuss the business to
be conducted at the meeting.  We have also enclosed a copy of the Company's
1996 Annual Report to Stockholders.  At the meeting we shall report on Company
operations and the outlook for the year ahead.

     Your Board of Directors has nominated four persons to serve as Class I
directors.  Each of the nominees are incumbent directors.  The Board of
Directors also proposes to amend Article IV of the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock, $.01
per share, from 1,500,000 to 2,500,000 shares.  In addition, the Company's
management has selected and recommends that you ratify the selection of Crowe,
Chizek and Company LLP to continue as the Company's independent public
accountants for the year ending December 31, 1997.

     We recommend that you vote your shares for the director nominees and in
favor of the proposals.

     I encourage you to attend the meeting in person.  WHETHER OR NOT YOU PLAN
TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE.
This will ensure that your shares are represented at the meeting.

     If you have any questions concerning these matters, please do not hesitate
to contact me at (219) 273-9700. We look forward with pleasure to seeing and
visiting with you at the meeting.

                                             Very truly yours,

                                             ST. JOSEPH CAPITAL CORPORATION


                                             /s/John W. Rosenthal
                                             -------------------------------
                                             John W. Rosenthal
                                             Chairman


<PAGE>   2





                                   NOTICE OF
                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 29, 1997

                         ST. JOSEPH CAPITAL CORPORATION



To the stockholders of

     ST. JOSEPH CAPITAL CORPORATION

     The Annual Meeting of the Stockholders of St. Joseph Capital Corporation,
a Delaware corporation (the "Company"), will be held at the Center for
Continuing Education at the University of Notre Dame, Notre Dame, Indiana, on
Tuesday, April 29, 1997, at 7:00 p.m., local time, for the following purposes:

      1.   to elect four Class I directors for a term of three years.

      2.   to amend Article IV of the Company's Certificate of
           Incorporation to increase the number of authorized shares of Common
           Stock, $.01 par value per share, from 1,500,000 to 2,500,000 shares.

      3.   to approve the appointment of Crowe, Chizek and Company LLP
           as independent public accountants for the Company for the fiscal
           year ending December 31, 1997.

      4.   to transact such other business as may properly be brought
           before the meeting and any adjournments or postponements thereof.

     The map on the back page of the attached Proxy Statement shows the
location of the Annual Meeting.

     The Board of Directors has fixed the close of business on March 7, 1997,
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting.


                                           By order of the Board of Directors

                                           /s/John W. Rosenthal
                                           ----------------------------------
                                           John W. Rosenthal
                                           Chairman


Mishawaka, Indiana
March 18, 1997


--------------------------------------------------------------------------------
4101 Edison Lakes Parkway Mishawaka, In  46545          Phone:  (219) 273-9700


<PAGE>   3

                                PROXY STATEMENT





     This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of St. Joseph Capital Corporation (the "Company") of
proxies to be voted at the Annual Meeting of Stockholders to be held at the
Center for Continuing Education at the University of Notre Dame, Notre Dame,
Indiana, on Tuesday, April 29, 1997, at 7:00 p.m., local time, and at any
adjournments or postponements thereof.

     The Board of Directors would like to have all stockholders represented at
the meeting.  If you do not expect to be present, please sign and mail your
proxy card in the enclosed self-addressed, stamped envelope to the Company's
transfer agent, First Union National Bank of North Carolina, 230 South Tryon
Street, Charlotte, North Carolina 28202, Attention:  Ms. Ellie Autry.  You have
the power to revoke your proxy at any time before it is voted, and the giving
of a proxy will not affect your right to vote in person if you attend the
meeting.

     The mailing address of the Company's principal executive offices is 4101
Edison Lakes Parkway, Mishawaka, Indiana 46545.  This Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or about March 18,
1997.  The 1996 Annual Report of the Company, which includes consolidated
financial statements of the Company, is enclosed.

     The Company is a bank holding company which serves the financial needs of
the "Michiana" area of Indiana and Michigan.  It is the parent company of the
St. Joseph Capital Bank (the "Bank"), an Indiana state bank located in
Mishawaka, Indiana, which commenced operations on February 13, 1997.

     Only holders of record of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), at the close of business on March 7, 1997 will be
entitled to vote at the annual meeting or any adjournments or postponements of
such meeting.  On March 7, 1997, the Company had 1,265,676 shares of Common
Stock issued and outstanding.  In the election of directors, and for all other
matters to be voted upon at the annual meeting, each issued and outstanding
share of Common Stock is entitled to one vote.  All shares of Common Stock
represented at the annual meeting by properly executed proxies received prior
to or at the annual meeting, and not revoked, will be voted at the meeting in
accordance with the instructions thereon.  If no instructions are indicated,
properly executed proxies will be voted for the nominees and for adoption of
the proposals set forth in this Proxy Statement.

     A majority of the shares of the Common Stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting.  Abstentions and broker non-votes will be counted for purposes of
determining a quorum.  Directors shall be elected by a plurality of the votes
present in person or represented by proxy.  For approval of the amendment to
the Company's Certificate of Incorporation, the affirmative vote of the
majority of the Company's outstanding shares entitled to vote on the subject
matter shall constitute stockholder approval.  In all matters other than the
election of directors, the affirmative vote of the majority of shares present
in person or represented by proxy at the annual meeting and entitled to vote on
the subject matter shall be required to constitute stockholder approval.
Abstentions will be treated as votes against a proposal and broker non-votes
will have no effect on the vote.

<PAGE>   4



                             ELECTION OF DIRECTORS

     At the Annual Meeting of the Stockholders to be held on April 29, 1997,
the stockholders will be entitled to elect four (4) Class I directors for a
term expiring in 2000.  The directors of the Company are divided into three
classes having staggered terms of three years.  Each of the nominees for
election as Class I directors are incumbent directors.  The Company has no
knowledge that any of the nominees will refuse or be unable to serve, but if
any of the nominees becomes unavailable for election, the holders of the
proxies reserve the right to substitute another person of their choice as a
nominee when voting at the meeting.  Set forth below is information, as of
March 7, 1997, concerning the nominees for election and for the other persons
whose terms of office will continue after the meeting, including age, year
first elected a director of the Company and business experience during the
previous five years of each.  Each of the individuals have held the positions
listed for the past five years unless otherwise noted.  The four nominees, if
elected at the annual meeting, will serve as Class I directors for three year
terms expiring in 2000.

                                    NOMINEES

<TABLE>
<CAPTION>
NAME                  DIRECTOR  PRINCIPAL OCCUPATION
(AGE)                  SINCE    FOR THE LAST FIVE YEARS
-----                 --------  -----------------------
<S>                   <C>       <C>
CLASS I
(TERM EXPIRES 2000)

David A. Eckrich        1996    President, Adams Road Development, Inc.
(Age 56)                        
                                
Jerry Hammes            1996    Chairman, Romy Hammes Bancorp, Inc., Peoples
(Age 65)                        Bank of Kankakee County and Romy Hammes, Inc.
                                                                        
Arthur H. McElwee       1996    President, Toefco Engineered Coating      
(Age 54)                        Systems, Inc. (1994-present); President,  
                                Goshen Rubber, Inc. (1991-1994); Secretary
                                of the Company                            
                                                                          
John W. Rosenthal       1996    Chairman of the Board, President and Chief 
(Age 37)                        Executive Officer of the Company and the   
                                Bank; Vice President and Senior Corporate  
                                Banker, First National Bank of Chicago     
                                (1988-1996)                                
                                          

                             CONTINUING DIRECTORS


CLASS II
(TERM EXPIRES 1998)

Arthur J. Decio         1996    Chairman of the Board and Chief Executive
(Age 66)                        Officer, Skyline Corporation




</TABLE>



                                      2


<PAGE>   5
<TABLE>
<CAPTION>
NAME                  DIRECTOR  PRINCIPAL OCCUPATION
(AGE)                  SINCE    FOR THE LAST FIVE YEARS
-----                 --------  -----------------------
<S>                   <C>       <C>

V. Robert Hepler        1996    President and Chief Executive Officer, VRH
(Age 68)                        Rentals (1994-present); President, Bob
                                Hepler Construction Equipment Company (prior
                                to 1994)

Jack Matthys            1996    Vice Chairman of the Company and Chief
(Age 50)                        Lending Officer of the Bank; President,
                                Krizman, Inc. (1990-1992)

Richard A. Rosenthal    1996    Director of Athletics, University of Notre
(Age 64)                        Dame (1987-1995)

CLASS III
(TERM EXPIRES 1999)     
                                                
Scott C. Malpass        1996    Associate Vice President for Finance and
(Age 33)                        Chief Investment Officer, University of 
                                Notre Dame                              

Robert A. Sullivan      1996    President, Capital Bank, N.A., Sylvania, Ohio
(Age 42)                        

Helen L. Krizman        1996    Controller, R-Vision, Inc. (1996-present);
                                Controller, The Warrick Corporation
(Age 33)                        (1991-1996)

</TABLE>

     All of the Company's directors will hold office for the terms indicated,
or until their respective successors are duly elected and qualified.  There are
no arrangements or understandings between any of the directors, executive
officers or any other person pursuant to which any of the Company's directors
or executive officers have been selected for their respective positions, and no
member of the Board is related to another member by blood or marriage, except
that Richard A. Rosenthal is the father of John W. Rosenthal.


     For serving on the Board of Directors of the Company and the Bank,
directors who are also not officers receive annual fees in the form of options
to purchase 300 shares of the Company's Common Stock at the current fair market
value of such shares on the date of grant.  The options vest immediately and
have a term of 10 years.  Directors also receive options to purchase 15 shares
for each Board meeting of the Company or the Bank that they attend.  Options
are not granted for Board meetings of both the Company and the Bank when such
meetings are held on the same day.  No additional compensation is paid to
directors for attendance at committee meetings.




                                      3


<PAGE>   6



     The Board of Directors of the Company has not established any committees.
The Bank's Board of Directors has established a directors' loan policy
committee, an audit committee, an investment committee and a human resources
committee.  These committees are composed entirely of outside directors, except
that John W. Rosenthal, the Company's President and Chief Executive Officer,
serves on all committees except the audit committee, and Jack Matthys, the
Bank's Chief Lending Officer, serves on the directors' loan policy committee.


                          TRANSACTIONS WITH MANAGEMENT


     During the fiscal year ended December 31, 1996, neither the Company nor
the Bank conducted activities other than in connection with their respective
organization and opening for business.  It is expected that certain directors
and executive officers of the Company (including their affiliates, families and
companies in which they are principal owners, officers or directors) will be
loan customers of, and have other transactions with, the Company and the Bank
in the ordinary course of business.  Such loans and lines of credit are
expected to be made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for transactions with other persons and are not expected to involve more
than the normal risk of collectibility or present other unfavorable features.



                             EXECUTIVE COMPENSATION


     The following table shows the compensation for the last fiscal year by the
Chief Executive Officer of the Company.  No executive officer of the Company or
the Bank had 1996 salary and bonus which exceeded $100,000.



<TABLE>
<CAPTION>

====================================================================================================================================


                                                    SUMMARY COMPENSATION TABLE
                                                       ANNUAL COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------

                                                        ANNUAL COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------
                (a)                       (b)          (c)           (d)          (g)           (h)
                                         FISCAL                                                 
                                          YEAR                                    STOCK      ALL OTHER
              NAME AND                    ENDED                                  OPTIONS    COMPENSATION
         PRINCIPAL POSITION           DECEMBER 31ST  SALARY($)(1)  BONUS ($)   GRANTED (#)     ($)(2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>         <C>          <C>
John W. Rosenthal
President & Chief Executive Officer       1996       $75,384          - -        27,000           $6,038
====================================================================================================================================

</TABLE>


(1)  Includes compensation deferred at the election of Mr. Rosenthal.

(2)  Represents automobile allowance.




                                      4


<PAGE>   7
STOCK OPTION INFORMATION

     The following table sets forth certain information concerning the number
and value of stock options granted in the last fiscal year to the individuals
named in the Summary Compensation Table:



<TABLE>
<CAPTION>
====================================================================================================================================

                                                OPTION GRANTS IN LAST FISCAL YEAR
------------------------------------------------------------------------------------------------------------------------------------
                                                        INDIVIDUAL GRANTS
------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================

(a)                  (b)            (c)                  (d)                 (e)

                                       
                            % OF TOTAL OPTIONS
                   OPTIONS  GRANTED TO                                          
                   GRANTED  EMPLOYEES IN FISCAL   EXERCISE OR BASE       EXPIRATION
NAME               (#)(1)   YEAR                  PRICE ($/SH)              DATE
====================================================================================================================================
<S>                <C>      <C>                   <C>                   <C>

John W. Rosenthal   27,000           48%                  $10.00        June 11, 2006

====================================================================================================================================

(1)  Options become exercisable in equal portions on December 31, 1996, June
     30, 1997 and June 30, 1998.


</TABLE>


                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain information regarding the Company's
Common Stock beneficially owned on March 7, 1997 with respect to all persons
known to the Company to be the beneficial owner of more than five percent of
the Company Common Stock, each director, each executive officer named in the
Summary Compensation Table and all directors and executive officers of the
Company and the Bank as a group.









                                      5


<PAGE>   8

<TABLE>
<CAPTION>
       NAME OF INDIVIDUAL AND          AMOUNT AND NATURE OF     PERCENT
       NUMBER OF PERSONS IN GROUP   BENEFICIAL OWNERSHIP(1)(2)  OF CLASS
       ---------------------------  --------------------------  --------
       <S>                          <C>                         <C>

       DIRECTORS
       John W. Rosenthal(3)                   24,192               1.9%
                                             
       Arthur J. Decio                        25,315               2.0%
                                             
       David A. Eckrich                       25,345               2.0%
                                             
       Jerry Hammes                           49,245               3.8%
                                             
       V. Robert Hepler                       25,315               2.0%
                                             
       Helen L. Krizman                       10,345               0.8%
                                             
       Scott C. Malpass                        2,830               0.2%
                                             
       Jack Matthys(4)                        25,000               1.9%
                                             
       Arthur H. McElwee                      10,345               0.8%
                                             
       Richard A. Rosenthal(5)                13,945               1.1%
                                             
       Robert A. Sullivan                     10,345               0.8%
                                             
       All directors and executive           
       officers as a group                   
       (12 persons)                          226,410              17.8%
</TABLE>                                     
                                             
_____________
(1)  The information contained in this column is based upon information
furnished to the Company by the persons named above and the members of the
designated group.  The nature of beneficial ownership for shares shown in this
column is sole voting and investment power, except as set forth in the
footnotes below.  Inclusion of shares shall not constitute an admission of
beneficial ownership or voting or investment power over included shares.

(2)  Includes shares obtainable under options granted to directors and officers
of the Company and the Bank under the Company's Stock Option Plan which are
presently exercisable or which become exercisable within 60 days of the date of
this table.

(3)  Includes 92 shares in a 401(k) account for Mr. Rosenthal and 6,400 shares
held in a trust, for which Mr. Rosenthal serves as a co-trustee and in such
capacity has shared voting and investment power.  Also includes 9,000 shares
presently obtainable through stock options granted under the Company Stock
Option Plan, over which shares Mr. Rosenthal has no voting and sole investment
power.

(4)  Includes 5,000 shares presently obtainable through the exercise of stock
options, over which shares Mr. Matthys has no voting and sole investment power.

(5)  Includes shares held by Mr. Rosenthal's spouse.


                                      6

<PAGE>   9


             PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION

     The Board of Directors of the Company has unanimously approved an
amendment (the "Amendment") to Article IV of the Company's Certificate of
Incorporation ("Certificate") that would increase the number of authorized
shares of the Company's Common Stock, $.01 par value per share, from 1,500,000
shares to 2,500,000 shares.  As of March 7, 1997, the Company had 1,265,676
shares of Common Stock issued and outstanding.  The Board of Directors has
proposed adoption of the Amendment for several reasons, including those set
forth below.

     First, the additional shares authorized by the Amendment will provide
management with a substantial number of shares of Common Stock to enter into
certain transactions involving the use of Common Stock that may be advisable
from time to time.  Such transactions could include, but are not limited to,
the acquisition by the Company of additional branch locations, subsidiaries or
bank or thrift holding companies.  Although no such transactions are planned
for the immediate future, management and the Board of Directors believe that it
is in the Company's best interests to have available a large number of
authorized shares of Common Stock if such transactions become advisable.

     Second, the additional shares of Common Stock authorized by the Amendment
could be used to raise additional working capital for the Company or the Bank.
The Board of Directors does not currently have any plans to raise capital
through the issuance of additional shares or otherwise, but these shares would
be available for that purpose.

     Third, the Amendment will provide for the additional shares of Common
Stock necessary to permit stock dividends, should the Board of Directors
determine that such dividends are in the best interests of the Company and its
stockholders.

     The increase in the number of shares of Common Stock authorized by the
Amendment will allow for the possibility of substantial dilution of the voting
power of current stockholders of the Company, although no dilution will occur
as a direct result of any stock dividends which may be declared in the future.
The degree of any such dilution which would occur following the issuance of any
additional shares of Common Stock in transactions other than stock dividends
would depend upon the number of shares of Common Stock that are actually issued
in such transactions, which number cannot be determined at this time.  Issuance
of a large number of additional shares could significantly dilute the voting
power of existing stockholders.

     The existence of a substantial number of authorized and unissued shares of
Common Stock could also impede an attempt to acquire control of the Company
because the Company would have the ability to issue additional shares of Common
Stock in response to any such attempt.  The Company is not aware of any such
attempt to acquire control at this time, and no decision has been made as to
whether any or all newly authorized but unissued shares of Common Stock would
be issued in response to any such attempt.

     To be approved by the Company's stockholders, the Amendment must receive
the affirmative vote of a majority of shares outstanding and entitled to vote
on the Amendment at the Annual Meeting of Stockholders.  THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE YOUR SHARES FOR THE AMENDMENT.


                                      7



<PAGE>   10

                RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

     Stockholders will be asked to approve the appointment of Crowe, Chizek and
Company LLP as the Company's independent public accountants for the year ending
December 31, 1997.  A proposal will be presented at the annual meeting to
ratify the appointment of Crowe, Chizek and Company LLP.  If the appointment of
Crowe, Chizek and Company LLP is not ratified, the matter of the appointment of
independent public accountants will be considered by the Board of Directors.
Representatives of Crowe, Chizek and Company LLP are expected to be present at
the meeting and will be given the opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THIS APPOINTMENT.


                                    GENERAL

     Your proxy is solicited by the Board of Directors and the cost of
solicitation will be paid by the Company.  In addition to the solicitation of
proxies by use of the mails, officers, directors and regular employees of the
Company or the Bank, acting on the Company's behalf, may solicit proxies by
telephone, telegraph or personal interview.  The Company will, at its expense,
upon the receipt of a request from brokers and other custodians, nominees and
fiduciaries, forward proxy soliciting material to the beneficial owners of
shares held of record by such persons.

                                 OTHER BUSINESS

     It is not anticipated that any action will be asked of the stockholders
other than that set forth above, but if other matters properly are brought
before the meeting, the persons named in the proxy will vote in accordance with
their best judgment.

                           FAILURE TO INDICATE CHOICE

     If any stockholder fails to indicate a choice in items (1), (2) and (3) on
the proxy card, the shares of such stockholder shall be voted (FOR) in each
instance.


                                 By order of the Board of Directors



                                 /s/ John W. Rosenthal
                                 ---------------------
                                 John W. Rosenthal
                                        Chairman
Mishawaka, Indiana
March 18, 1997



                       ALL STOCKHOLDERS ARE URGED TO SIGN
                        AND MAIL THEIR PROXIES PROMPTLY



                                      8


<PAGE>   11
                                    [MAP]




<PAGE>   12

                         ST. JOSEPH CAPITAL CORPORATION
      PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY


1. Election of Directors
   David A. Eckrich
   Jerry Hammes
   Arthur H. McElwee
   John W. Rosenthal

2. Amendment to the Certificate of Incorporation
   to increase the number of shares of Common
   Stock authorized from 1,500,000 to 2,500,000

3. To ratify the selection of Crowe, Chizek and Company LLP

   The Board of Directors recommends a vote FOR all proposals.
 
                              THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
                              SPECIFICATION MADE.  IF NO CHOICES ARE INDICATED,
                              THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.



                              Dated:                         , 1997
                                    -------------------------

                              Signature(s)  
                                            -------------------------

                                            -------------------------



NOTE:  Please sign exactly as your name(s) appears.  For joint
accounts, each owner should sign.  When signing as executor,    
administrator, attorney, trustee or guardian, etc., please
give your full title.



<PAGE>   13

                       ST. JOSEPH CAPITAL CORPORATION          
                PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
PROXY     FOR THE ANNUAL MEETING OF STOCKHOLDERS -- APRIL 29, 1997    PROXY

   The undersigned hereby appoints John W. Rosenthal and Jack Matthys, or
either of them acting in the absence of the others, with power of substitution,
attorneys and proxies, for and in the name and place of the undersigned, to
vote the number of shares of Common Stock that the undersigned would be
entitled to vote if then personally present at the Annual Meeting of the
Stockholders of St. Joseph Capital Corporation, to be held at the Center for
Continuing Education at the University of Notre Dame, Notre Dame, Indiana, on
Tuesday, April 29, 1997, at 7:00 p.m., local time, or any adjournments or
postponements thereof, upon the matters set forth in the Notice of Annual
Meeting and Proxy Statement (receipt of which is hereby acknowledged) as
designated on the reverse side, and in their discretion, the proxies are
authorized to vote upon such other business as may come before the meeting:


     Check here for address change.            Check here if you plan to attend 
     New Address:                              the meeting.
     ------------------------------

     ------------------------------
     
     ------------------------------


                 (Continued and to be signed on reverse side.)