Exhibit 22.1
                       The Company's 1998 Annual Meeting
                                 Proxy Statemnt


<PAGE>

[GRAPHIC OMITTED]







                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 April 30, 1998

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



Solicitation and Voting of Proxies

         This Proxy Statement and the accompanying  Proxy are being furnished to
shareholders of Citizens Community Bancorp,  Inc. ("Citizens" or the "Company"),
the parent  company  of  Citizens  Community  Bank of  Florida  (the  "Bank") in
connection with the solicitation of proxies by the Board of Directors to be used
at the  Company's  Annual  Meeting of  Shareholders  ("Annual  Meeting")  or any
adjournment  thereof,  which will be held on Tuesday,  April 30,  1998,  at 4:00
p.m.,  Eastern Time at the  Marriott's  Marco Island  Resort and Golf Club,  400
South Collier Boulevard, Marco Island, Florida.

         Regardless  of the  number  of  shares of  common  stock  owned,  it is
important that  shareholders  be represented by Proxy or in person at the Annual
Meeting. Shareholders are requested to vote by completing the enclosed Proxy and
returning  it  signed  and  dated  in the  enclosed  postage  prepaid  envelope.
Shareholders  are  urged  to  indicate  the way they  wish to vote in the  space
provided  on the  Proxy.  Proxies  solicited  by the Board of  Directors  of the
Company will be voted in accordance with the directions given therein.  Where no
instructions are indicated,  proxies will be voted "FOR" the management director
nominees set forth below,  "FOR" adoption of the Company's 1998 Directors  Stock
Option Plan,  "FOR"  adoption of the amendment to the Company's  1996  Incentive
Stock Option Plan, and "FOR" ratification of the appointment of Hacker, Johnson,
Cohen & Grieb,  PA as the  independent  auditors of Citizens for the fiscal year
ending December 31, 1998.

Revocation of Proxy

         A shareholder's  presence at this Annual Meeting will not automatically
revoke  his or her Proxy.  Shareholders  may revoke a Proxy at any time prior to
its  exercise by filing with the  Secretary  of the Company a written  notice of
revocation,  by delivering to the Company a duly executed  Proxy bearing a later
date, or by attending this Annual Meeting and voting in person.

Voting Securities

         The  securities  which may be voted at this Annual  Meeting  consist of
shares of common stock of Citizens  ("Common  Stock") with each share  entitling
its owner to one vote for the election of directors  and any other  matters that
may come before the Annual Meeting. The close of business on March 13, 1997, has
been fixed by the Board of Directors as the record date ("Record  Date") for the
determination  of shareholders  entitled to notice of and to vote at this Annual
Meeting and any adjournment thereof. The total number of shares of the Company's
Common Stock outstanding on the record date was 1,579,774 shares, which are held
by approximately 532 shareholders.

         The  presence,  in person or by Proxy,  of at least a  majority  of the
total number of outstanding  shares of Common Stock is necessary to constitute a
quorum at the Annual Meeting.  In the event there are not sufficient votes for a
quorum to approve any  Proposal at the time of the Annual  Meeting,  this Annual
Meeting may be adjourned in order to permit further solicitation of proxies.


                                     Page 1

<PAGE>



Certain Shareholders

         As of March 13, 1998, no persons or apparent  groups of persons,  other
than Officers or Directors of the Company or the Bank, and the following person,
are  known  by  management  to own  beneficially  five  percent  or  more of the
outstanding shares of Citizens' Common Stock:

                                  Amount of
         Name                    Common Stock          Percent of Class
         ----                    ------------          ----------------

         Paul F. Janssens-Lens     151,590                   9.65%


                       PROPOSAL I -- ELECTION OF DIRECTORS

         The Board of Directors of Citizens is composed of nine members, divided
into three classes.  The terms of each class are staggered so that approximately
one-third  of the  directors  are  elected  each year.  There are three  Class I
Directors  and two Class III  Directors  who, by virtue of their class,  are not
required  to be  elected  this  year.  The Board has  nominated  three  Class II
Directors who will be elected to a three-year term to stand for election at this
Annual  Meeting.  In addition,  the Board has nominated John J. Wolf to fill the
remaining  term of Ms.  Heidi J.  Mayerhofer,  a Class III Director who resigned
during the year. Mr. Wolf was appointed  during 1997 to fill the vacancy created
upon the resignation of Ms. Mayerhofer.

         Management's  nominees  to fill  the  Class  II  terms  are  Thomas  B.
Garrison, Louis J. Smith, Dennis J. Lynch and John J. Wolf to fill the unexpired
portion of Ms.  Mayerhofer's term. Each of the nominees are presently  directors
of the Company.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the election of said  nominees.  If any nominee is unable to
serve,  the  shares  represented  by all  valid  proxies  will be voted  for the
election of such  substitute as the Board may recommend.  At this time the Board
of Directors knows of no reason why any nominee might not be able to serve.

         The Board of Directors recommends that shareholders vote "FOR" election
of the nominees.

         The  following  table  describes  the period that each board member and
each nominee has served as a director of Citizens, his position and offices held
with the Company, his principal  occupation or employment,  and further contains
information as of March 13, 1998,  with respect to the beneficial  ownership (as
such term is defined under the Rules and Regulations of the Securities  Exchange
Commission) of the Company's  Common Stock held by each nominee,  each director,
and all directors as a group.

                                     Page 2

<PAGE>
<TABLE>
<CAPTION>


                                                                           
                                                                           Amount and nature           Percent
Name, age, principal                                     Current             of Beneficial            of Class
occupation, directorships,              Director          Term               Ownership of             Including
and business experience                   since          Expires             Common Stock            Warrants(1)
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>                 <C>                       <C>  

Management's Nominees for Three-Year Term:

Class II Directors
------------------

Thomas B. Garrison, Age 52                  1995          1998                23,500(2)                 1.48%
Director, Citizens Community Bank
of Florida since 1995.  Network
Technology Manager for Barron-Collier
Companies since 1988.

Louis J. Smith, Age 74                      1997          1998                   400(3)                  ---
Director of the Company, since 1997.
Retired Pharmacist.  Owns and
operates Pat's Hallmark in the Shops
of Marco on Marco Island.  Formerly
a bank director for the 1st Wisconsin
Bank of Wisconsin (now First-Star)
from 1969 to 1987.

Dennis J. Lynch, Age 55                     1995          1998                58,500(4)                 3.66%
Director,  Citizens Community Bank
of Florida since 1995. Owner and
President of Dennis J. Lynch and 
Associates,  a  commercial  real estate 
sales agency since 1979.

Management's Nominee for One-Year Term:

Class III Director
------------------

John J. Wolf, Age 51                        1997          1998                39,000(5)                 2.45%
Assistant Treasurer and a Director
of the Company since 1997.  A
practicing dentist in Naples, Florida
since 1981.

Board Members Not Standing for Election

Class I Directors
-----------------

Diane M. Beyer, Age 58                      1995          2000                10,000(6)                  .63%
Director, Citizens Community Bank
of Florida since 1995.  Human
Resources Consultant since 1993.

Joel M. Cox, Sr., Age 59                    1995          2000                58,730(7)                 3.68%
Chairman and  Director,  Citizens
Community  Bank of Florida  since 1995.  
Vice President and Director of Cox's
Insurance Agency since 1985.

                                     Page 3

<PAGE>

                                                                           Amount and nature
                                                                           Amount and nature           Percent
Name, age, principal                                     Current             of Beneficial            of Class
occupation, directorships,              Director          Term               Ownership of             Including
and business experience                   since          Expires             Common Stock            Warrants(1)
----------------------------------------------------------------------------------------------------------------
James S. Hagedorn, Age 55                   1996          2000                20,000(8)                 1.27%
Director, Citizens Community Bank
of Florida since 1996.  President and
Director of Waterside Development
Corp. 1995-Present.  Chairman, President,
and CEO The Merchant Bank of Florida,
Brandon, Florida 1986-1994.  President
the Merchant Bancorporation of Florida
1986-1994.

Class III Directors
-------------------

Stephen A. McLaughlin, Age 51               1995          1999                62,000(9)                 3.88%
Director, Citizens Community Bank of
Florida since 1995.  Vice President
Citizens Community Bank of Florida
since October 1996.  Secretary/Treasurer
of Citizens Community Bancorp, Inc.
since April 1996.  Owner and Operator
of Stillwater Land & Lumber Limited, a
Maine based real estate sales and consulting
firm since 1980.

Richard Storm, Jr., Age 56                  1995          1999              450,080(10)                25.9%
Director, Citizens Community Bank
of Florida and Chairman of the Company
since 1995.  President, Loanstar Capital,
Inc. since 1996.  Owner and President of Storm
& Company, Inc. since 1990.  President
of Cumberland Properties, Inc. since 1985.

----------------------------------------------------
</TABLE>

(1)   Percentage  computed on 1,579,774  shares issued and outstanding as of the
      record date of March 13, 1998, on an individual basis, plus 234,640 shares
      subject to presently  exercisable  stock purchase  warrants  issued to the
      above persons in connection with the Company's  stock offering,  and 2,000
      shares  subject to exercisable  stock options  granted under the Company's
      1996  Incentive  Stock  Option  Plan for a total of  1,816,414  beneficial
      shares.

(2)   Includes  4,500 shares  subject to presently  exercisable  stock  purchase
      warrants issued in connection  with the Company's  initial stock offering;
      11,600 shares owned individually by Mr. Garrison; 6,400 shares held by his
      individual  retirement  account;  and  1,000  shares  held  by his  wife's
      individual retirement account.

(3)   Includes only the 400 shares held individually; amount is less than 1%.

(4)   Includes  19,500 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      29,000 shares held by his individual retirement account; and 10,000 shares
      held by his wife's individual retirement account.

(5)   Includes 26,000 shares held  individually  and 13,000  unexercised  shares
      subject to Warrants.

(6)   Includes  1,600 shares  subject to presently  exercisable  stock  purchase
      warrants  issued in connection  with the Company's  initial stock offering
      and 8,400 shares owned jointly by Mrs. Beyer and her spouse.

                                     Page 4

<PAGE>



(7)   Includes  18,310 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      20,000 shares owned by the Joel M. Cox  Revocable  Trust for which Mr. Cox
      is trustee;  11,000 shares held by Cede & Company f/b/o for Mr. Cox; 6,200
      shares  held by Cox's  Insurance  of which Mr. Cox is the  Vice-President;
      2,000  shares owned by Joan C. Cox,  Mauale M. Greene and William  Greene;
      1,220 shares owned by the Joan C. Cox Revocable Trust.

(8)   Includes  19,000 shares held by Robert W. Baird & Co. as trustee FBO James
      S. Hagedorn IRA; and 1,000 shares held by Robert W. Baird & Co. as trustee
      FBO for Mr. Hagedorn's spouse.

(9)   Includes  20,000 shares  subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      2,000 options  vested under the 1996 Incentive  Stock Option Plan;  15,000
      shares  owned  individually  by Mr.  McLaughlin;  8,000 shares held by the
      Stillwater Land & Lumber Limited  Pension Plan of which Mr.  McLaughlin is
      the  administrator  and sole  beneficiary;  and 17,000  shares held by the
      Stillwater  Land &  Lumber  Limited  Profit  Sharing  Plan  of  which  Mr.
      McLaughlin is the administrator and sole beneficiary.

(10)  Includes  157,730 shares subject to presently  exercisable  stock purchase
      warrants issued in connection  with the Company's  initial stock offering;
      196,810  shares owned  individually  by Mr.  Storm;  4,000 shares owned by
      Storm & Company;  51,000 shares held by the Richard  Storm Profit  Sharing
      Plan;  10,000 shares owned by the Kathleen  Storm Profit Sharing Plan; 540
      shares owned by his wife,  Kathleen Storm;  and 30,000 held by US Clearing
      FBO Richard Storm, Jr. profit sharing plan.

Board of Directors Meetings

         During the year ended December 31, 1997, the Board of Directors held 12
meetings.  No current  director  of the Company  attended  fewer than 75% of the
total meetings of the Board of Directors for the full year. The Company does not
presently  compensate  directors  for  Board or  Committee  meetings.  Effective
November  1,  1997,  the  Bank  began  paying  directors'  fees  to its  outside
directors.  Directors  receive $100 for each Board meeting  attended and $25 for
each Committee meeting attended.

Committees of the Board of Directors

         The Board of Directors  of the Company  conducts  business  through the
following standing Committees: Executive Committee and Audit Committee.

Report of the Board of Directors on Executive Compensation

         Compensation Philosophy. Citizens Board of Directors ("Board") believes
that  there is a close  relationship  between  the  financial  interests  of the
Company's shareholders and its officers and key employees, including officers of
its subsidiaries.  The Board further believes that compensation for officers and
key  employees  should  be  structured  in such a way  that  total  compensation
consists of a base salary,  and short- and long-term  incentive  awards. To that
end,  Citizens  has created a  compensation  program  which  provides for a base
salary which the Company believes is competitive within the industry for persons
with comparable responsibilities, combined with annual cash bonus awards tied to
specific company  performance,  as well as long-term stock option awards,  which
are also related to the Company's performance and the performance of the officer
or key employees and base salary levels.

         Executive  Base  Salary.  Base  salaries  for  executive  officers  are
established  primarily  through the use of peer group  salary  evaluations.  The
Board utilized published compensation studies with regard to compensation levels
and practices of comparable commercial banks and similar financial  institutions

                                     Page 5

<PAGE>



in order to formulate its  recommendation  regarding  executive officer salaries
for the year ended December 31, 1997.  For the fiscal year 1998, Mr.  Micallef's
base salary was  established  using the Board's  evaluation  of salaries paid to
Chief   Executive   Officers  with  similar   duties  at  comparable   financial
institutions.

         Annual Cash Bonus Awards. Cash bonus awards to executive  officers,  if
any, are determined  annually by the Board of Directors and are based  primarily
on  the  financial  results  of  the  Company  for  each  year.  Objectives  are
established  annually  by the Board and cash  bonus  awards  are  determined  in
relationship to the achievements relating to these objectives.

         Long-Term Pay Compensation.  The Company's long-term  compensation plan
is structured around the Company's 1996 Incentive Stock Option Plan.

         The following Summary Compensation Table shows compensation information
regarding Richard Storm, Jr. , Chairman of the Board and Chief Executive Officer
of the Company and  Michael A.  Micallef,  Jr.,  President  and Chief  Executive
Officer of the Bank,  during the last three  fiscal  years.  No other  executive
officer  received  compensation  at a level  required to be  reported  herein by
Securities and Exchange regulations.
<TABLE>
<CAPTION>

                                                        Summary Compensation Table

  
                                                                              Long term compensation*
                                                                   ------------------------------------------
                                        Annual compensation                    Awards                 Payouts
                            ------------------------------------   ------------------------------     -------
       (a)             (b)      (c)     (d)           (e)                (f)               (g)           (h)            (i)

                                                                                        Securities
    Name and                                    Other annual       Restricted stock     underlying      LTIP         All other
principal position    Year  Salary($) Bonus($)   compensation($)     award(s)($)          options     payouts($)   compensation($)
------------------    ----  ------------------   ---------------     -----------          -------     ----------   ---------------

<S>                   <C>   <C>       <C>          <C>                  <C>               <C>            <C>            <C>
Richard Storm, Jr.    1997    --         --          --                 --                  --           --             --
   Chairman ,         1996    --         --          --                 --                  --           --             --
   President and      1995   (1)         --          --                 --                  --           --             --
   CEO of Company

Michael Micallef, Jr. 1997  $ 48,396  $ 5,000      $ 9,115              --                30,000         --             --
   President and      1996   (2)         --           --                --                  --           --             --
   CEO of Bank        1995   (1)         --           --                --                  --           --             --
----------------------

(1)  Company had not commenced operations.
(2)  Employment effective May 13, 1997.
</TABLE>

Explanation of Columns

     (c) Base  Salary - total base salary paid  during the  calendar  year.  Mr.
Micallef's current base salary is $79,000.  Mr. Storm is not compensated for his
services.  The Bank was responsible for 100% of Mr. Micallef's cash compensation
for the year ended December 31, 1997.

     (d) Annual  Cash Bonus  Award - annual  incentive  awards  paid for results
achieved during the calendar year,  which were paid during the year  immediately
following the years indicated.


                                     Page 6

<PAGE>



     (e) Other Annual  Compensation - all additional  forms of cash and non-cash
compensation  paid,  awarded or earned.  Amount  includes auto  allowances for 6
months and moving expenses of $6,000.  The value of all other personal  benefits
and perquisites  received by Mr.  Micallef was less than the required  reporting
threshold.

     (f)  Restricted  Stock Awards - stock awarded to an executive  that carries
vesting restrictions.

     (g) Securities  Underlying Options - grants of stock options made under the
Company's 1996 Incentive Stock Option Plan.

     (h)  "LTIPs"  - the  dollar  value of all  payouts  pursuant  to  long-term
incentive plans.

     (i) All  Other  Compensation  - All other  compensation  that does not fall
under any of the aforementioned categories.

Benefits

     Insurance:  Full-time  officers  and  employees  of the Bank  are  provided
hospitalization,   major  medical,   short-and  long-term   disability,   dental
insurance, and term life insurance under group plans on generally the same basis
to all full-time employees.

Employment Contracts

     Citizens Community Bancorp, Inc. does not have an employment agreement with
any of its officers. The Bank has an employment agreement ("Agreement") with its
President and Chief Executive Officer,  Michael A. Micallef,  Jr. The Agreement,
which became effective June 2, 1997, is for a one-year term and is automatically
renewed for a successive  six month term unless either party  notifies the other
of their desire to terminate the Agreement at the  expiration of the term.  Such
notice  must be given at least 30 days prior to the  expiration  of the  current
term.

     The  Agreement  provides Mr.  Micallef  with a $79,000  base  salary,  plus
reimbursement of reasonable business expenses. In addition,  Mr. Micallef may be
granted an annual  performance  bonus,  which is solely at the discretion of the
Board of Directors.  Under the  Agreement,  Mr.  Micallef was granted  Incentive
Options for 15,000  shares of Common  Stock at a grant price of $10.00 per share
(adjusted  to 30,000  shares at $5.00 per share as a result of the  December 15,
1997,  two for one stock  split)  which  options vest 20% per year and expire 10
years  from the date of grant.  Mr.  Micallef  is also  provided  an  automobile
allowance and three-months disability coverage.

     Mr. Micallef may participate in all employee benefits,  stock option plans,
pension plans,  insurance plans and other fringe benefits programs  commensurate
with his position.  The Agreement provides for termination by the Bank for "good
cause". In the event the Bank chooses to terminate Mr. Micallef's employment for
reasons  other  than  for  good  cause,  he (or  in  the  event  of  death,  his
beneficiaries)  would be  entitled  to a  severance  payment  equal to the total
annual  compensation  for the  remainder  of the term of the  Agreement,  or six
months pay,  whichever  is  greater.  In the event of a change of control of the
Company, Mr. Micallef will be entitled to one- year's annual compensation.

     In the event Mr. Micallef voluntarily  terminates his employment other than
for the reasons  mentioned  herein,  all rights and benefits under the Agreement
shall immediately terminate upon the effective date of termination.

                                     Page 7

<PAGE>



                      PROPOSAL II -- APPROVAL OF CITIZENS'
                        1998 DIRECTORS STOCK OPTION PLAN

     On February 24, 1998, the Company adopted its  non-employee  1998 Directors
Stock  Option and  Limited  Rights Plan  ("Directors'  Plan") to provide for the
grant of stock  options to  purchase  shares of the  Company's  Common  Stock to
non-employee  directors  of  the  Company.   Non-employee  directors  are  those
directors  who  do  not  receive  a  salary  from  the  Company  or  any  of its
subsidiaries.  The purpose of the Directors' Plan is to advance the interests of
the Company,  its subsidiaries,  and its shareholders by providing the directors
of  the  Company  or  its  wholly  owned  subsidiaries,   upon  whose  judgment,
initiative,  and oversight of the conduct of the business of the Company depends
with an  additional  incentive to serve on the Board of Directors of the Company
or its subsidiaries, as well as to attract persons of experience, integrity, and
ability to serve as directors in the future.

     The maximum number of shares of Common Stock that may be issued pursuant to
options granted under the Directors' Plan is 150,000. Under the Directors' Plan,
non-employee  directors  of the Company  will each be granted a stock option for
10,000 shares of common stock and non-employee directors of the Bank who are not
also  directors  of the  Company  will each be granted a stock  option for 5,000
shares of  Common  Stock at an  exercise  price of $7.50  per  share.  The stock
options to be granted to the respective  Boards of Directors are not cumulative.
The stock options will not be granted until the Directors' Plan is approved by a
majority  vote  of  the  Company's   shareholders   at  the  Annual  Meeting  of
Shareholders.

     The Directors' Stock Options are for a term of ten years from the effective
date of the  Directors'  Plan,  February 24, 1998.  Future stock options will be
granted at an exercise price  determined at the time of issuance to be the "fair
Market  value" of the  underlying  common stock on the date the stock option was
granted.  Options  to be  granted  effective  February  24,  1998  will be at an
exercise  price of $7.50 per share or the fair market value on that date.  Stock
options will vest from a director's  Affiliation  Date,  which is defined as the
date on which a director  was elected or appointed  to his or her  position,  as
follows:  50%  of  the  grant  on  the  second  anniversary  of  the  Director's
Affiliation Date; 75% on the third anniversary of the Affiliation Date; and 100%
on the fourth  anniversary of the Affiliation Date. The stock options held by an
outside  director  are  canceled  immediately  if such  director  is removed for
"cause",  as defined in the Directors' Plan. Neither the Directors' Plan nor the
options to be granted  thereunder will be effective unless and until the Plan is
approved by the Company's shareholders.


     The Board of Directors  recommends that shareholders vote "FOR" adoption of
     the Directors Stock Option Plan.



                                     Page 8

<PAGE>



                       PROPOSAL III -- AMEND THE COMPANY'S
                        1996 INCENTIVE STOCK OPTION PLAN

     The Company's  1996  Incentive  Stock Option Plan ("Plan") for officers and
employees of the Company and its wholly owned  subsidiaries  was approved by the
Company's  shareholders  at the 1996 Annual  Meeting of  Shareholders.  The Plan
provides for the issuance of up to 200,000 shares  (adjusted for the two for one
stock split) of the Company's Common Stock pursuant to options granted under the
Plan.  The  exercise  price of the 36,000  shares  granted in 1996 was $9.00 per
share  (adjusted to 72,000  shares at $4.50 per share as a result of the two for
one stock split on December 15, 1997). In 1997,  129,000  Incentive Options were
granted at between  $9.00 and $12.00 per share (with an adjusted  price of $4.50
and $6.00 per share to reflect the December 15, 1997,  two for one stock split).
At December 31, 1997, Incentive Options for 155,400 shares remained outstanding,
and 36,600  unallocated  shares were available for grant. The Incentive  Options
have 10 year  terms  from  the date of the  grant  and vest at a rate of 20% per
year.

     The following table sets forth information concerning the Incentive Options
that have been granted (as  adjusted to reflect the  December 15, 1997,  two for
one stock split) to the executive officers of the Company and the Bank.
<TABLE>
<CAPTION>

                                                                                                                   Price
     Name                                 Shares Granted(1)                   Date of Grant                     Per Share(1)
     ----                                 -----------------                   -------------                     ------------
<S>                                            <C>                       <C>                                       <C> 
David Klein                                    15,000                    April 1, 1997                             4.75
                                                3,000                    August 19, 1997                           5.50
                                                3,000                    October 21, 1997                          6.00
Bruce Fedor                                    10,000                    November 10, 1997                         6.00
Sharon Ginn                                    10,000                    October 20, 1997                          5.63
Stephen A. McLaughlin                          10,000                    October 8, 1996                           4.50
                                               10,000                    May 21, 1997                              5.00
Michael A. Micallef, Jr.                       30,000                    June 4, 1997                              5.00
W. Terrell Upson                               20,000                    May 20, 1996                              4.50
                                               10,000                    February 18, 1997                         4.50
-----------------------------
(1)  Adjusted for stock split
</TABLE>

     The Board of  Directors  adopted an  amendment  to the Plan on  February 3,
1998,  increasing the number of shares available for issuance to 275,000 shares.
The Board  believes  that  these  additional  shares are  necessary  in order to
continue  to attract  qualified  and  dedicated  officers  and staff to join the
Company's employee team. All other terms of the Plan remain unchanged.



                                     Page 9

<PAGE>



     The Board of Directors  recommends that shareholders vote "FOR" adoption of
     the Amendment to the Company's 1996 Incentive Stock Option Plan.

                  PROPOSAL IV -- RATIFICATION OF APPOINTMENT OF
                AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 1998

     Citizens' independent auditors for the fiscal year ended December 31, 1997,
were Hacker,  Johnson,  Cohen & Grieb,  PA. The Board of Directors has appointed
Hacker, Johnson, Cohen & Grieb, PA to be its independent auditors for the fiscal
year ending December 31, 1998, subject to shareholder ratification.

     The  Board  of  Directors  recommends  that  shareholders  vote  "FOR"  the
     ratification  of the appointment of Hacker,  Johnson,  Cohen & Grieb, PA as
     independent auditors for the fiscal year ending December 31, 1998.

Solicitation

     The cost of soliciting  proxies on behalf of the Board of Directors for the
Annual Meeting will be borne by Citizens. Proxies may be solicited by directors,
officers  or  regular  employees  of the  Company  or the Bank in  person  or by
telephone,   telegraph  or  mail.  Citizens  will  request  persons,  firms  and
corporations  holding shares in their names,  or in the names of their nominees,
which are  beneficially  owned by others,  to send proxy materials to and obtain
proxies from such beneficial  owners,  and will reimburse such holders for their
reasonable out-of-pocket expenses in doing so.

Shareholder Proposals

     In order to be eligible for inclusion in Citizens'  Proxy material for next
year's Annual Meeting of Shareholders,  any shareholder  proposal to take action
at such Annual Meeting must be received at the Corporate  Office of the Company,
650 East Elkcam  Circle,  Marco Island,  Florida  34145 on or before  January 4,
1998.  Proposals must comply with the provisions of 17 C.F.R.  Section 240.14a-8
("Rule  14a") of the  rules  and  regulations  of the  Securities  and  Exchange
Commission in order to be included in the Company's Proxy materials.

     New business may be taken up at the Annual  Meeting,  provided the proposal
is stated in writing and filed with the  Secretary  of the Company at least five
(5) days before the Annual Meeting.  Any shareholder may make any other proposal
at the Annual Meeting and the same may be discussed and  considered,  but unless
stated in writing and filed with the Company's Secretary by the above date, such
proposal  shall be laid over for action at an adjourned  Annual  Meeting or at a
Special Meeting taking place 30 or more days thereafter. This provision does not
prevent the  consideration  and approval or disapproval at the Annual Meeting of
reports of officers, directors, and committees. In connection with such reports,
however,  no new busine ss shall be acted  upon at such  Annual  Meeting  unless
stated and filed as provided herein.


                                     Page 10

<PAGE>


Financial Statements

     The Bank's 1997 Annual Report containing  audited financial  statements for
the year ending December 31,
1997, accompany this Proxy Statement.

Other Matters

     The Board of Directors  knows of no other matters to be brought  before the
Annual  Meeting.  If other  matters  should,  however,  come  before  the Annual
Meeting,  it is the  intention of the persons  named in the  enclosed  Revocable
Proxy to vote the  Proxy  in  accordance  with  their  judgment  and in the best
interest of the Company.

                                         Citizens Community Bancorp, Inc.





Marco Island, Florida
March 31, 1998


                                     Page 11

<PAGE>



                                 1998 DIRECTORS
                                STOCK OPTION AND
                               LIMITED RIGHTS PLAN


                                     Page 12

<PAGE>



                        CITIZENS COMMUNITY BANCORP, INC.

              1998 DIRECTORS' STOCK OPTION AND LIMITED RIGHTS PLAN


1.   PURPOSE

     The  purpose  of  Citizens  Community  Bancorp,   Inc.'s  ("Company")  1998
Directors'  Stock  Option and  Limited  Rights  Plan  ("Directors'  Plan") is to
advance the interests of the Company,  its  subsidiaries and its shareholders by
providing  the  directors  of the  Company  or its  wholly  owned  subsidiaries,
("Subsidiaries"),  upon whose judgment,  initiative and oversight the successful
conduct of the business of the Company depends,  with an additional incentive to
serve on the Board of Directors for the Company or its Subsidiaries, as well as,
to attract people of experience and ability to serve as Directors in the future.

2.   DEFINITIONS

     (a)   "Board of Directors" means the Board of Directors of the Company.

     (b)   "Award" means an Award of Non-Statutory  Stock Options and/or Limited
           Rights granted under the provisions of the Directors' Plan.

     (c)  "Committee"   means  the  Compensation   Committee  of  the  Board  of
          Directors.

     (d)   "Directors'  Plan  Year or  Years"  means a  calendar  year or  years
           commencing on or after January 1, 1998.

     (e)  "Date of Grant"  means the actual date on which an Award is granted by
          the Committee.

     (f)  "Common Stock" means the common stock of the Company, par value, $0.01
          per share.

     (g)  "Fair Market  Value" means,  when used in  connection  with the Common
          Stock on a certain  date,  the  reported  closing  price of the Common
          Stock as reported by the National  Association  of Securities  Dealers
          Automated  Quotation  System (as published by the Wall Street Journal,
          if published) on the day prior to such date or if the Common Stock was
          not traded on such date, on the next preceding day on which the Common
          Stock was  traded  thereon.  If the  Common  Stock is not  traded on a
          national  market  reported by the National  Association  of Securities
          Dealers Automated  Quotation  System,  the Fair Market Value means the
          average of the closing  bid and ask sale  prices on the last  previous
          date on which a sale is reported in an  over-the-counter  transaction.
          In the absence of any over-the-counter  transactions,  the Fair Market
          Value means the  highest  price at which the stock has sold in an arms
          length transaction during the 90 days immediately preceeding the grant
          date.  In the  absence of an arms  length  transaction  during such 90
          days,  Fair Market  Value means the book value of the common  stock or
          the  adjusted  original  issue price of $4.50 per share,  whichever is
          higher.


                                     Page 1

<PAGE>



     (h)   "Limited  Right"  means the right to  receive an amount of cash based
           upon the terms set forth in Section 8.

     (i)   "Termination  for Cause" means the  termination  upon an  intentional
           failure  to  perform  stated  duties,  breach  of  a  fiduciary  duty
           involving personal dishonesty,  which results in material loss to the
           Company or one of its  affiliates  or willful  violation  of any law,
           rule  or  regulation  (other  than  traffic   violations  or  similar
           offenses)  or final  cease-and-desist  order issued to the Company or
           one of its subsidiaries.

     (j)   "Participant"  for the Plan  means a director  of the  Company or its
           Subsidiaries chosen by the Committee to participate in the Directors'
           Plan.

     (k)  "Change in  Control"  of the  Company  means a change in control  that
          would be  required to be reported in response to Item 6(e) of Schedule
          14A of Regulation 14A promulgated under the Securities Exchange Act of
          1934, as amended  ("Exchange  Act") or any successor  disclosure item;
          provided that,  without  limitation,  such a Change in Control (as set
          forth in 12 U.S.C.  Section 1841[a][2] of the Bank Holding Company Act
          of 1956,  as amended)  shall be deemed to have  occurred if any person
          (as such term is used in Sections  13[d] and 14[d] of the Exchange Act
          in effect on the date first written above),  other than any person who
          on the date  hereof is a  director  or  officer  of the  Company,  (i)
          directly or  indirectly,  or acting through one or more other persons,
          owns,  controls  or has  power to vote 25% or more of any class of the
          then outstanding voting securities of the Company; or (ii) controls in
          any manner the election of the directors of the Company.  For purposes
          of this  Agreement,  a "Change in Control" shall be deemed not to have
          occurred in connection with a  reorganization,  e.g.  consolidation or
          merger  of  the  Company  where  the   stockholders  of  the  Company,
          immediately  before the consummation of the  transaction,  will own at
          least 50% of the total  combined  voting power of all classes of stock
          entitled  to  vote  of the  surviving  entity  immediately  after  the
          transaction.

     (l)   "Date of  Affiliation"  means the date on which a director  was first
           elected or  appointed to the Board of Directors of the Company or one
           of its Subsidiaries whichever is earlier.

3.   ADMINISTRATION

     The Directors' Plan shall be administered by the Compensation  Committee of
the Board of Directors.  The Committee is authorized,  subject to the provisions
of the  Directors'  Plan, to establish  such rules and  regulations  as it deems
necessary  for the  proper  administration  of the  Directors'  Plan and to make
whatever  determinations  and  interpretations in connection with the Directors'
Plan it deems as necessary or advisable.  All determinations and interpretations
made by the Committee shall be binding and conclusive on all Participants in the
Directors' Plan and on their legal representatives and beneficiaries.


                                     Page 2

<PAGE>



4.   TYPES OF AWARDS

     Awards under the Directors' Plan may be granted in any one or a combination
of the following, as defined below in Sections 7 and 8 of the Directors' Plan:

     (a)  Non-Statutory Stock Options; and
     (b)  Limited Rights

5.   STOCK SUBJECT TO THE DIRECTORS' PLAN

     Subject to  adjustment  as provided  in Section  12, the maximum  number of
shares  reserved for issuance  under the  Directors'  Plan is 150,000  shares of
Common Stock outstanding  (sometimes referred to herein as "Option Shares").  To
the  extent  that  options  or  rights  granted  under the  Directors'  Plan are
exercised,  the shares covered will be  unavailable  for future grants under the
Directors'  Plan; to the extent that options  together  with any related  rights
granted under the  Directors'  Plan  terminate,  expire or are canceled  without
having been exercised or, in the case of Limited Rights  exercised for cash, new
Awards may be made with respect to these shares.

6.   ELIGIBILITY

     The directors of the Company and its Subsidiaries ("Directors"), except for
those  directors  who  are  also  salaried   officers  of  the  Company  or  its
Subsidiaries,  shall be eligible to receive  Non-Statutory  Stock Options and/or
Limited  Rights under the  Directors'  Plan. The maximum number of Option Shares
that a  Participant  shall be  eligible  to be  awarded  shall be:  (i)  Company
Directors - 10,000; (ii) Subsidiary Directors - 5,000.

7.   GRANT OF NON-STATUTORY STOCK OPTIONS

     The Committee may, from time to time, grant  Non-Statutory Stock Options to
Directors.  Non-Statutory  Stock Options  granted under this Directors' Plan are
subject to the following terms and conditions:

     (a)  Price.
     The purchase price per share of Common Stock  deliverable upon the exercise
     of each Non-Statutory  Stock Option shall not be less than 110% of the Fair
     Market Value of the Common Stock on the date the option is granted or $5.00
     whichever is greater. Shares may be purchased only upon full payment of the
     purchase  price.  Payment of the purchase price may be made, in whole or in
     part, through the surrender of shares of the Common Stock of the Company at
     the Fair Market Value of such shares  determined in the manner described in
     Section 2(g).

     (b)  Terms of Options.
     The term during  which each  Non-Statutory  Stock  Option may be  exercised
     shall be determined by the Committee, but in no event shall a Non-Statutory
     Stock Option be  exercisable in whole or in part more than 10 years and one
     day from the Date of Grant.


                                     Page 3

<PAGE>



     (c)  Vesting.
     The Committee  shall determine the date on which each  Non-Statutory  Stock
     Option shall  become  exercisable  in  installments.  Any required  vesting
     period shall commence on the Participant's Date of Affiliation.  The shares
     comprising  each  installment  may be  purchased in whole or in part at any
     time after such installment becomes exercisable.  The Committee may, in its
     sole  discretion,  accelerate  the time at which  any  Non-Statutory  Stock
     Option may be exercised in whole or in part.  Notwithstanding the above, in
     the  event  of a  Change  in  Control  of the  Company,  or the  death of a
     Director,   all  Non-Statutory   Stock  Options  shall  become  immediately
     exercisable.

     (d)  Termination of Service.

     Upon the  termination  of a  Directors'  service for any reason  other than
     retirement,  death or  disability  or  termination  for  cause,  his or her
     Non-Statutory  Stock Options shall be  exercisable  only as to those shares
     which were  immediately  purchasable by him at the date of termination  and
     only for a period  of 30 days  following  termination  and in the  event of
     retirement 90 days following  retirement.  In the event of termination  for
     cause, all rights under his  Non-Statutory  Stock Options shall expire upon
     termination.  In the event of the death or  disability  of a Director,  all
     Non-Statutory   Stock  Options  held  by  the  Director,   whether  or  not
     exercisable  at such time,  shall be  exercisable  by the Director,  or the
     Director's legal  representatives  or beneficiaries  for twelve (12) months
     following  the date of his death or  disability;  provided that in no event
     shall the period extend beyond the  expiration of the  Non-Statutory  Stock
     Option term.

8.   GRANT OF LIMITED RIGHTS

     The Committee may grant a Limited  Right  simultaneously  with the grant of
any option,  with  respect to all or some of the shares  covered by such option.
Limited Rights  granted under the  Directors'  Plan are subject to the following
terms and conditions:

     (a)  Terms of Rights.
     In no event shall a Limited Right be exercisable in whole or in part before
     the expiration of six months from the date of grant of the Limited Right. A
     Limited  Right  may be  exercised  only upon the  occurrence  of all of the
     following conditions:  (i) a Change in Control of the Company; and (ii) the
     Fair  Market  Value of the  underlying  shares  on the day of  exercise  is
     greater than the exercise price of the related option.

     Upon  exercise of a Limited  Right,  the related  option  shall cease to be
     exercisable. Upon exercise or termination of an option, any related Limited
     Rights shall terminate.  The Limited Rights may be for no more than 100% of
     the difference  between the exercise price and the Fair Market Value of the
     Common  Stock  subject to the  underlying  option  pursuant to Section 2(g)
     herein.  The Limited Right is transferable  only when the underlying option
     is transferable and under the same conditions.


                                     Page 4

<PAGE>



     (b)  Payment.
     Upon exercise of a Limited Right,  the holder shall  promptly  receive from
     the  Company an amount of cash  equal to the  difference  between  the Fair
     Market Value on the Date of Grant of the related option and the Fair Market
     Value of the underlying  shares on the date the Limited Right is exercised,
     multiplied by the number of shares with respect to which such Limited Right
     is being exercised.


     (c)  Termination of Service.
     Upon the  termination  of a  Directors'  service for any reason  other than
     retirement,  death or  disability  or  termination  for cause,  any Limited
     Rights  held by him  shall be  exercisable  only as to those  shares of the
     related  option which were  immediately  purchasable  by him at the date of
     termination and only for a period of 30 days following termination.  In the
     event of  Termination  for Cause,  all  Limited  Rights  shall  expire upon
     termination.  In the event of termination of service for reason of death or
     disability,  all  Limited  Rights  held  by the  Director,  whether  or not
     exercisable at such time, shall be exercisable by the Director or his legal
     representatives  or beneficiaries for twelve (12) months following the date
     of his death or  disability;  provided  that in no event  shall the  period
     extend  beyond the  expiration  of the related  Non-Statutory  Stock Option
     term.

9.   RIGHTS OF A SHAREHOLDER:  NONTRANSFERABILITY

     An  optionee  shall  have no rights as a  shareholder  with  respect to any
shares covered by a  Non-Statutory  Stock Option until the date of issuance of a
stock  certificate  for such shares.  Nothing in the  Directors'  Plan or in any
Award granted confers on any person any right to continue to serve as a director
for the Company or its Subsidiaries.

     No Award under the Directors'  Plan shall be  transferable  by the optionee
other  than by will or the  laws of  descent  and  distribution  and may only be
exercised  during  his  lifetime  by the  optionee,  or by a  guardian  or legal
representative.

10.        AGREEMENT WITH PARTICIPANTS

     Each Award of Options  and/or Limited Rights will be evidenced by a written
agreement,  executed by the  Participant  and the Company  which  describes  the
conditions  for receiving the Awards  including the date of Award,  the purchase
price, applicable periods, and any other terms and conditions as may be required
by the Board of Directors or applicable securities law.

11.        DESIGNATION OF BENEFICIARY

     A Participant may, with the consent of the Committee, designate a person or
persons to receive,  in the event of death,  any stock option or Limited  Rights
Award to which he would then be  entitled.  Such  designation  will be made upon
forms supplied by and delivered to the Company and may be revoked in writing. If
a Participant fails effectively to designate a beneficiary, then his estate will
be deemed to be the beneficiary.


                                     Page 5

<PAGE>



12.        DILUTION AND OTHER ADJUSTMENTS

     In the event of any change in the outstanding shares of Common Stock of the
Company  by reason  of any  stock  dividend,  split,  recapitalization,  merger,
consolidation,  spin-off, reorganization,  combination or exchange of shares, or
other similar  corporate  change,  the Committee  will make such  adjustments to
previously  granted Awards,  to prevent dilution or enlargement of the rights of
the Participant, including any or all of the following:

     (a)  adjustments in the aggregate  number or kind of shares of Common Stock
          which may be awarded under the Directors' Plan;

     (b)  adjustments in the aggregate  number or kind of shares of Common Stock
          covered by Awards already made under the Directors' Plan;

     (c)  adjustments in the purchase price of outstanding  Non-Statutory  Stock
          Options, or any Limited Rights attached to such options.

     No such adjustments may,  however,  materially change the value of benefits
available to a Participant under a previously granted Award.

13.        WITHHOLDING

     There will be deducted from each  distribution  of cash and/or Common Stock
under the  Directors'  Plan the amount of tax  required  to be  withheld  by any
governmental authority if any.

14.        AMENDMENT OF THE DIRECTORS' PLAN

     The Board of Directors  may at any time,  and from time to time,  modify or
amend the Directors' Plan in any respect; provided however, that if necessary to
continue  to qualify  the  Directors'  Plan under the  Securities  and  Exchange
Commission  Rule 16(b)-3,  shareholder  approval  would be required for any such
modification or amendments which:

     (a)  increases  the  maximum  number of shares  for  which  options  may be
          granted under the Directors' Plan (subject, however, to the provisions
          of Section 13 hereof);

     (b)  reduces the minimum purchase price at which Awards may be granted;

     (c)  extends the period  during  which  options may be granted or exercised
          beyond the times originally prescribed; or

     (d)  changes the persons eligible to participate in the Directors' Plan.

     Failure to ratify or approve amendments or modifications to Subsections (a)
through (d) of this Section by  shareholders  shall be effective  only as to the
specific   amendment  or  modification   requiring  such   ratification.   Other
provisions,  sections,  and  subsections of this  Directors' Plan will remain in
full force and effect.


                                     Page 6

<PAGE>


     No such  termination,  modification or amendment may affect the rights of a
Participant under an outstanding Award.

15.        EFFECTIVE DATE OF DIRECTORS' PLAN

     The  Directors'  Plan shall be adopted by the Board of Directors  and shall
become effective upon such date of adoption,  or other date as determined by the
Board ("Effective  Date").  Following the Effective Date of the Directors' Plan,
the  Directors'  Plan  shall be  submitted  to the  Company's  shareholders  for
approval.  If the Directors' Plan is not approved by shareholders the Directors'
Plan and any Awards granted thereunder shall be null and void.

16.        TERMINATION OF DIRECTORS' PLAN

     The right to grant Awards under the Directors' Plan will terminate upon the
earlier  of 10 years  after the  Effective  Date of the  Directors'  Plan or the
issuance of Common Stock or the exercise of options or related  rights  equaling
the maximum number of shares  reserved under the Directors' Plan as set forth in
Section 5. The Board of  Directors  has the right to suspend  or  terminate  the
Directors'  Plan at any time,  provided  that no such action  will,  without the
consent of a Participant, adversely affect his rights under a previously granted
Award.

17.        APPLICABLE LAW

     The Directors' Plan will be administered in accordance with the laws of the
State of Florida.


     Adopted  this 24th day of  February,  1998 by the Board of Directors of the
Company.


                                        /s/Stephen A. McLaughlin
                                           ---------------------
                                           Stephen A. McLaughlin, Secretary



     Adopted  on  the  ____  day  of   _____________,   1998  by  the  Company's
shareholders.



                                            ---------------------
                                            Richard Storm, Jr.


                                     Page 7