EXHIBIT 22.2

                          Citizens' Proxy Statement for
                       2000 Annual Meeting of Shareholders

















                                       17


<PAGE>


[GRAPHIC OMITTED]









                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         The 2000  Annual  Meeting of the  Shareholders  of  Citizens  Community
Bancorp,  Inc. will be held at The Deck, located in the Shops of Marco, 1839 San
Marco Road, Marco Island, Florida on:

                             Tuesday, April 18, 2000
                                       at
                        11:00 a.m. Eastern Standard Time

for the following purposes:

PROPOSAL I.    To elect eight (8) directors to one year terms expiring in 2001.

PROPOSAL II.   To consider and vote upon Citizens Community  Bancorp,  Inc. Year
               2000  Advisory  Board  Members'  Stock Option and Limited  Rights
               Plan.

PROPOSAL III.  To consider  and vote upon an  amendment  to  Citizens  Community
               Bancorp, Inc.'s 1996 Incentive Stock Option Plan, to increase the
               number of  shares of common  stock  available  to be  granted  to
               351,000.

PROPOSAL IV.   To ratify  the  appointment  of Hacker,  Johnson,  Cohen & Grieb,
               P.A., as the independent  auditors of Citizens Community Bancorp,
               Inc. for the fiscal year ending December 31, 2000.

PROPOSAL V.    Approve  the   adjournment  of  the  Annual  Meeting  to  solicit
               additional  proxies in the event  that  there are not  sufficient
               votes to approve any one or more of the foregoing proposals.

         o To  transact  such other  business  as  properly  may come before the
           Annual Meeting.

         Only those shareholders who were shareholders of record at the close of
business on February 29, 2000, will be entitled to vote in person or by proxy at
the Annual Meeting or any adjournment thereof.

         All shareholders are cordially  invited to attend the Annual Meeting in
person,  but we urge you to  complete,  sign,  and date the  enclosed  proxy and
return it in the envelope  provided as promptly as possible,  whether or not you
plan to attend the Annual Meeting. If you do attend the Annual Meeting,  you may
revoke the proxy and vote in person.

                                             BY ORDER OF THE BOARD OF DIRECTORS


                                             /s/ Bruce G. Fedor
                                             -----------------------------------
                                             Bruce G. Fedor, Corporate Secretary

Marco Island, Florida
March 10, 2000


<PAGE>



[GRAPHIC OMITTED]


                                 PROXY STATEMENT
                         ANNUAL MEETING OF SHAREHOLDERS
                                 APRIL 18, 2000

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

Solicitation and Voting of Proxies

         This  Proxy  Statement  and  the  accompanying  Proxy  Card  are  being
furnished to shareholders of Citizens Community Bancorp, Inc.  ("Company"),  the
parent company of Citizens Community Bank of Florida ("Citizens Bank"), Citizens
Financial Corp. and CCB Mortgage  Corp., 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 18, 2000, at 11:00 a.m.,  Eastern Time at The Deck located in
the Shops of Marco, 1839 San Marco Road, Marco Island, Florida.

         Regardless of the number of shares of common stock that you may own, it
is important  that as a shareholder  you be represented by proxy or in person at
the Annual  Meeting.  We would ask that you complete the enclosed Proxy Card and
return it  signed  and  dated in the  enclosed  postage  paid  envelope.  Please
remember  to  indicate  the way you wish  your  shares  to be voted in the space
provided on the Proxy Card.  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 director nominees;

         "FOR" the adoption of the Citizens Community  Bancorp,  Inc. Year 2000
         Advisory Board Members' Stock Option and Limited Rights Plan;

         "FOR" an amendment to the Company's 1996 Incentive Stock Option Plan to
         increase the number of shares available to be granted to 351,000 shares
         of common stock;

         "FOR" the ratification of the appointment of Hacker,  Johnson, Cohen &
         Grieb, P.A., as the independent auditors of the Company for the fiscal
         year ending December 31, 2000; and

         "FOR" the  adjournment  of the Annual  Meeting  to  solicit  additional
         proxies in the event there are not  sufficient  votes to approve one or
         more of the foregoing proposals.

Revocation of Proxy

         Your presence at the Annual Meeting will not automatically  revoke your
proxy.  You may  revoke a proxy at any time  prior to the polls  closing  at the
Annual Meeting by:

         o Filing with the  Company's  Corporate  Secretary a written  notice of
           revocation;

         o By delivering to the Company a duly executed  Proxy Card
           bearing a later date; or

         o By attending  the Annual  Meeting and voting in person.


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 2

Voting Securities

         The  Securities  which may be voted at this Annual  Meeting  consist of
shares of common stock of the Company,  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 February 29, 2000, 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 common
stock  outstanding  on  the  Record  Date  was  3,486,767,  which  are  held  by
approximately 785 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.

         If your shares are held in street  name,  your  brokerage  firm,  under
certain  circumstances,  may vote your shares.  Brokerage  firms have  authority
under New York Stock Exchange rules to vote customers' unvoted shares on certain
"routine" matters,  including  election of directors.  There are two non-routine
matters being  considered at this Annual  Meeting;  Proposal II, the adoption of
the Citizens  Community  Bancorp,  Inc.  Year 2000  Advisory  Board Member Stock
Option and Limited  Rights Plan; and Proposal III, an amendment to the Company's
1996 Incentive Stock Option Plan. If you do not vote your proxy,  your brokerage
firm may either:

         o Vote your shares on routine matters; or
         o Leave your shares unvoted.

         We encourage you to provide  instructions  to your brokerage firm as to
how your proxy  should be voted.  This  ensures your shares will be voted at the
Annual Meeting.

         When a brokerage  firm votes its  customers'  unvoted shares on routine
matters,  these  shares are counted for  purposes  of  establishing  a quorum to
conduct business at the meeting. A brokerage firm cannot vote customer shares on
non-routine  matters.  Accordingly,  these  shares are not  counted in regard to
non-routine matters, rather than as votes against a matter.

Certain Shareholders

         As of February  29,  2000,  no persons or  apparent  groups of persons,
other than  officers of directors of the Company and its  subsidiaries,  and the
following  person,  are known by management to beneficially  own five percent or
more of the outstanding shares of the Company's common stock:

Name                               Amount of Common Stock      Percent of Class
--------------------------      --------------------------     -----------------
Richard Storm, Jr.                        508,229 (1)                14.57%
215 Waterside Circle #201
Marco Island, Florida 34145

(1) Amount does not include  stock  options to acquire  10,800  shares of common
stock, as disclosed on page 7 of this Proxy Statement.



              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 3

                       PROPOSAL I - ELECTION OF DIRECTORS

         The Company's Board of Directors is composed of eleven members.  At the
1999 Annual  Meeting,  the Company's  shareholders  approved an amendment to the
Articles of  Incorporation  which reduced the terms of the directors  from three
years to one year.  Directors  whose  three year terms had not expired are being
permitted to complete their full three year terms.

         The Board  of Directors  has nominated  eight directors  to  stand for
election for one year terms at this Annual  Meeting.  The  nominees to fill the
terms are Diane M. Beyer,  John V. Cofer,  Joel M. Cox Sr.,  Thomas B. Garrison,
James S. Hagedorn, Dennis J. Lynch, Robert A. Marks and Louis J. Smith.

         It is intended  that the proxies  solicited  by the Board of  Directors
will be voted "FOR" the  election of the  director  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 we know
of no reason why any nominee might not be able to serve.

         The  following  table  presents  information  concerning  each  of  the
director nominees, as well as the continuing directors.

                         DIRECTORS STANDING FOR ELECTION


                      DIANE M. BEYER - Director since 1995.
                             Term will expire 2001.

Photo               Ms.  Beyer,  age 60, is a founding  director  and  Assistant
               Secretary of the Company and is a member of its Executive,  Audit
               and Loan  Committees.  She is also a founding  director  and Vice
               Chairman of the Board of Directors of Citizens Bank, chairing its
               Executive and Compensation & Personnel Committees.  She is also a
               member  of  Citizens  Bank's  Audit,  CRA and  Leadership  Awards
               Committees. Ms. Beyer, a human resources consultant, has business
               experience in administration. She is currently a Managing Partner
               of RFB Associates, L.L.C., a Naples-based consulting firm. Before
               relocating  to Naples,  Florida in 1993,  Ms. Beyer was Corporate
               Secretary  and Human  Resources  Manager of a large  real  estate
               development company in Southern California. Ms. Beyer is a member
               of the National  Association of Women in  Construction  and is on
               the Board of  Directors of a  non-profit  volunteer  organization
               providing  needed  services  to women in Naples  and  surrounding
               communities.

                      JOHN V. COFER - Director since 1999.
                             Term will expire 2001.

Photo               Mr. Cofer,  age 56, is a member of the Board of Directors of
               the  Company.  Mr.  Cofer is Chairman of the  Strategic  Planning
               Committee.  Mr. Cofer's prior business  interests included Senior
               Partner of Oxford  Development  Corp. of Bethesda,  MD, where Mr.
               Cofer was  responsible for the development of over 16,000 housing
               units and the  management  of over 27,000  housing  units in nine
               states. He was also President of Krupp Development of Boston, MA.
               Mr. Cofer is a member of the Beach  Committee  and the  Architect
               Review  Committee  of the Marco Island  Civic  Association  and a
               member of the Board of Directors of Gulfview Condominium.


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 4



                     JOEL M. COX, SR. - Director since 1995.
                             Term will expire 2001.

Photo               Mr. Cox, age 61, has 38 years of  experience  in banking and
               insurance.  Mr. Cox is a founding  director  of the  Company  and
               serves as  Chairman  of the  Executive  Committee.  Mr.  Cox is a
               member  of the  Board of  Citizens  Bank and is  Chairman  of the
               Asset/Liability  Committee  and the  Vice  Chairman  of the  Loan
               Committee.  He also serves on Citizens Bank's Audit, Building and
               Facilities,  Compensation and Personnel and Executive Committees.
               Mr. Cox has been Vice  President  and  Director of Cox  Insurance
               Agency, Inc. of Marco Island,  Florida,  since 1985. He currently
               serves as Vice  President of the Kiwanis Club of Marco Island and
               serves on the Chamber of Economic Development Committee.


                    JAMES S. HAGEDORN - Director since 1996.
                             Term will expire 2001.

Photo               Mr. Hagedorn, age 57, is a director and the Vice Chairman of
               the Company. He is also a member of the Executive Committee.  Mr.
               Hagedorn is a member of the Board of Directors of Citizens  Bank,
               where he serves as Chairman of the Loan  Committee.  Mr. Hagedorn
               has been  President and Director of Waterside  Development  Corp.
               since  1995.  He served  as  Chairman,  President  and CEO of The
               Merchant Bancorporation of Florida from 1986 through 1994.


                    THOMAS B. GARRISON - Director since 1995.
                             Term will expire 2001.

Photo               Mr. Garrison,  age 54, is a founding director of the Company
               and served as Chairman of the Year 2000  Committee.  Mr. Garrison
               has over 30 years of experience in the design and  development of
               major  software   projects.   Formerly  with  the  Barron-Collier
               Companies,  where he served as the Management Information Systems
               Director and Chief Information  Officer.  Mr. Garrison has been a
               Collier County resident,  residing in Naples, Florida, since 1988
               and has been an active  member of several  Collier  County  civic
               organizations,  including  Toastmasters,  Naples Investment Club,
               Small  CAP  Investment  Club,   Naples  Computer  Club,  and  the
               Latin-American Business Association.

              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 5


                     DENNIS J. LYNCH - Director since 1995.
                             Term will expire 2001.

Photo               Mr. Lynch, age 58, is a founding director of the Company and
               serves as Chairman  of the ALCO and is a member of the  Executive
               and Loan  Committees,  and  Chairman of the Board of Directors of
               Citizens  Financial Corp. Mr. Lynch has been involved in the real
               estate sales and  development  business since moving to Naples in
               1971.  He has been the owner and President of Dennis J. Lynch and
               Associates, a real estate sales agency established in 1979. Since
               1979,  his firm has developed and been involved in the management
               of over 560,000  square feet of  commercial  real estate space in
               Collier County.


                   ROBERT A. MARKS, CLU - Director since 1999.
                             Term will expire 2001.

Photo               Mr. Marks,  age 68, is a member of the Board of Directors of
               the  Company.  Mr.  Marks is a Director of  Citizens  Bank and is
               Chairman of its CRA Committee, Chairman of its Advisory Board and
               a member of Audit,  Building  and  Facilities,  Compensation  and
               Personnel,  Executive  and  Loan  Committees.  Mr.  Marks'  prior
               business  interest  is in  the  insurance  industry  as  Regional
               Manager with Metropolitan Life in Nashville  Tennessee,  where he
               was in  charge  of the  company's  operations  in the  states  of
               Tennessee  and  Kentucky.  He  retired  in 1986  after  30  years
               Metropolitan Life.


                      LOUIS J. SMITH - Director since 1997.
                             Term will expire 2001.

Photo               Mr. Smith,  age 75, is a member of the Board of Directors of
               the Company and serves on its Audit  Committee.  Mr.  Smith was a
               self-employed  pharmacist  for 34 years,  and currently  owns and
               operates Pat's Hallmark in the Shops of Marco on Marco Island and
               is the Officer in Charge of the U.S. Post Office in Marco Island.
               Mr. Smith was formerly a director for the 1st  Wisconsin  Bank of
               Wisconsin (now First-Star).


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 6



                              CONTINUING DIRECTORS

                  STEPHEN A. McLAUGHLIN - Director since 1995.
                             Term will expire 2002.

Photo               Mr.  McLaughlin,  age  53,  is a  founding  director  of the
               Company and of Citizens  Bank.  He serves as Chairman of the Loan
               Committee and was also a member of the Year 2000  Committee.  Mr.
               McLaughlin's   business   involves  the   operations  of  several
               Maine-based   real  estate   consulting  and  timber   companies,
               including Stillwater Land & Lumber Limited.


                    RICHARD STORM, JR. - Director since 1995.
                             Term will expire 2002.

Photo               Mr. Storm,  age 58, is a 20 year resident of Collier County,
               Florida and is a founding director, Chairman of the Board and CEO
               of the  Company and also serves on the  Executive  and  Strategic
               Planning  Committees of the Board. He is also the Chairman of the
               Board and CEO of Citizens Bank, where he serves on the Executive,
               Loan, Building Facilities, and Loan Loss Recovery Committees. Mr.
               Storm has over 25 years of  director  experience  in banking  and
               recently  completed a term as an at- large  director for Group VI
               of the Community Bankers of Florida. From 1987 to 1994, Mr. Storm
               served as Director and  Corporate  Secretary,  and also served on
               various Board  Committees for Citizens  National  Corporation,  a
               bank  holding  company  located  in  Naples,  Florida.  Following
               Citizens  National's merger with AmSouth Bank of Florida in 1994,
               Mr. Storm  served as a City  Director of AmSouth Bank until April
               1995.  Prior to moving to Florida,  Mr. Storm served on the Board
               of  Directors  of  Danbury  Bank  and  Trust in  Connecticut.  In
               addition to his bank  affiliations,  Mr.  Storm has an  extensive
               background  in real  estate  management,  marketing,  finance and
               development.  He is currently Chairman of Community  Broadcasting
               Corporation,  President of LoanStar Capital, Inc. (a mortgage and
               venture capital company),  President of Deer Run Properties, Inc.
               (a real estate development company) and Chairman and President of
               Cumberland  Properties,  Inc., a shopping  center  owner/operator
               with principal offices in Windham, Maine.


                       JOHN G. WOLF - Director since 1997.
                             Term will Expire 2002.

Photo               Dr. Wolf, age 52, is Assistant Treasurer and a member of the
               Board of  Directors  of the Company and serves as the Chairman of
               the Audit Committee.  Dr. Wolf is a practicing dentist in Naples,
               Florida and is on the Board of  Directors  of the Florida  Sports
               Shooting  Association,  and a member of the Governor's Council on
               Sports and  Fitness.  Dr.  Wolf is also  involved  in health care
               delivery and the development and marketing of dental practices.


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 7

Beneficial Stock Ownership

         The  following  table  contains   information   regarding  the  current
beneficial  ownership of common  stock by each of the  Company's  directors  and
executive officers,  and all of the directors and executive officers as a group,
as of the Record Date. As required by Rule 13d-3,  under the  Securities  Act of
1933,  the number and  percentage  of shares  held by each person  reflects  the
number of shares  that  person  currently  owns,  plus the number of shares that
person has the right to acquire.
<TABLE>

                                    Number of                           % of Beneficial
Name                            Shares Owned (1)  Right to Acquire (2)     Ownership
<S>                                  <C>                 <C>                 <C>
Diane M. Beyer                       19,008              10,800              0.85%
John V. Cofer                           500              10,800              0.32%
Joel M. Cox, Sr. (3)                 66,107              10,800              2.20%
Bruce G. Fedor (6)                    2,160              10,800              0.37%
Thomas B. Garrison(4)                57,780              10,800              1.96%
Robert J. David (6)                   -0-                26,600              0.76%
James S. Hagedorn (5)                25,380              10,800              1.04%
Dennis J. Lynch                      77,200              10,800              2.52%
Robert A. Marks                      16,200              10,800              0.77%
Stephen A. McLaughlin                99,360              10,800              3.16%
Gregory E. Smith (6)                  -0-                35,000              0.99%
Louis J. Smith                       11,230              10,800              0.63%
Richard Storm, Jr.(7)               508,229              10,800             14.89%
John J. Wolf                         59,400              10,800              2.01%
All Directors and Executive
Officers as a Group (14 persons)    942,554              191,200            30.83%

<FN>
(1) Includes shares for which the named person:
        o  has sole voting and investment power,
        o  has shared voting and investment power with a spouse, or
        o  holds in an IRA or other  retirement plan program,  unless  otherwise
           indicated in these footnotes, but
        o  does not include shares that may be acquired by exercising stock
           options.

(2) Includes shares that may be acquired by exercising vested stock options.

(3) Includes 19,791 shares owned by various family members.

(4) Includes 1,080 shares held by his wife's Individual Retirement Account.

(5) Includes 1,080 shares held by Robert W. Baird & Co. as trustee FBO for Mr.
    Hagedorn's spouse.

(6) An executive officer, not a director.

(7) Includes  29,015  shares held by his wife,  Kathleen  Storm,  in her Profit
    Sharing Plan.
</FN>
</TABLE>

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

              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 8

Board of Director Meetings

         The Board of Directors  holds meetings on a regular  basis.  No current
director attended fewer than 75% of the total meetings of the Board of Directors
during 1999. The Company,  Citizens Bank and Citizens  Financial  Corp. each pay
directors'  fees to their  outside  directors.  Directors  receive $100 for each
Board meeting attended and $25 for each Committee meeting attended.  Chairmen of
each committee receive $50 for each meeting attended.

         The Board is divided into five  standing  committees.  Their duties are
described as follows:

         ALCO - Establishes the asset and liability  management  policies of the
Company,  monitors and sets  limitations for  interest-rate  risk and formulates
loan pricing.

         Audit Committee - Reviews auditing, accounting, financial reporting and
internal control functions.  Recommends the Company's independent accountant and
reviews their services. All members are non-employee directors.

         Executive  Committee - Meets as needed and has limited powers to act on
behalf of the Board  whenever the Board is not in session.  If any  non-employee
director requests that a matter be addressed by the entire Board rather than the
Executive Committee, such matter is automatically submitted to the full Board.

         Loan  Committee  - Meets as  required  to act upon loan  requests to be
handled singularly by the Company or jointly with Citizens Bank.

         Year 2000  Committee  - Met monthly  with  management  to evaluate  the
progress made and the steps taken to ensure that the Company's computer and data
processing systems were Year 2000 compliant.

         The following table reflects each director's committee  assignments for
1999.

                                                                            Year
                          Board    ALCO      Audit    Executive     Loan    2000
Diane M. Beyer             X                  X          X           X        X
Joel M. Cox, Sr.           X         X                   X           X
John V. Cofer              X
Thomas B. Garrison         X                                                  X
James S. Hagedorn          X                             X
Dennis J. Lynch            X         X                   X           X
Robert A. Marks            X
Stephen A. McLaughlin      X                                         X        X
Louis J. Smith             X                  X
Richard Storm, Jr.         X                             X
John J. Wolf               X         X        X
--------------------------------------------------------------------------------
Meetings Held in 1999      8         2        3          4           1       14
--------------------------------------------------------------------------------


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 9

Report of the Board of Directors on Executive Compensation

         Compensation Philosophy - The Board of Directors believes that there is
a  close  relationship   between  the  financial   interests  of  the  Company's
shareholders  and our officers and key employees,  including the officers of the
Company's  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,  as  well  as  short-  and  long-term
incentive  awards.  To that end, the Company has created a compensation  program
that provides for base salaries that are believed to be  competitive  within the
industry for persons with comparable responsibilities, combined with annual cash
bonus awards tied to specific  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 employee and their base salary levels.

         Executive  Base  Salary - Base  salaries  for  executive  officers  are
established  primarily  through the use of peer group  salary  evaluations.  The
Board of  Directors  utilizes  published  compensation  studies  with  regard to
compensation  levels and practices of comparable  commercial banks and financial
institutions  in order  to  formulate  its  recommendation  regarding  executive
officer  salaries.  For fiscal year 2000,  the base salaries for Richard  Storm,
Jr.,  Chief  Executive  Officer of the Company and Citizens  Bank and Gregory E.
Smith,  President and Chief  Financial  Officer of the Company and President and
Chief  Operations  Officer of Citizens Bank were  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 Company's  financial  results for that year.  Objectives are  established
annually by the Board and cash bonus awards are  determined in  relationship  to
achievements relative to these objectives.

         Long-Term  Pay  Compensation  -  The  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  Citizens  Bank,  Gregory  E.  Smith,  President  and Chief
Financial  Officer of the Company and President and Chief Operations  Officer of
Citizens Bank and Michael  Micallef,  Jr., former  President and Chief Executive
Officer of Citizens Bank. No other executive officer received  compensation at a
level  required to be reported  herein by  Securities  and  Exchange  Commission
regulations.

                         (Table to Follow on Next Page)



              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 10

<TABLE>
<CAPTION>

                                                     SUMMARY COMPENSATION TABLE

                                                                                                Long-Term Compensation
                                                                                  -------------------------------------------------
                                              Annual Compensation                    Awards                             Payouts
                                    -------------------------------------         -----------                           -----------
                                                   (d)           (e)            (f)          (g)            (h)             (i)

   Name and Principal       Year    Salary($)   Bonus($)   Other Annual     Restricted   Securities        LTIP          All Other
        Position                                           Compensation       Awards     Underlying       Payouts      Compensations
                                                               ($)                         Options          ($)             ($)
<S>                       <C>      <C>
Richard Storm, Jr.        1999     $18,400          -            -               -            -              -               -
Chairman and CEO of       1998     $24,000          -            -               -            -              -               -
the Company and
Citizens Bank.

Michael Micallef, Jr.     1999     $54,154          -            -               -            -              -               -
President and CEO of      1998     $82,000          -         $6,612             -            -              -               -
Citizens Bank. (1)        1997     $48,396       $5,000       $9,115             -          32,400           -               -

Gregory E. Smith          1999     $59,039          -        $12,500             -          35,000(3)        -               -
President and CFO of
the Company and
President and COO of
Citizens Bank. (2)

<FN>
(1) Mr. Micallef resigned his positions effective August 13, 1999.
(2) Mr. Smith's employment as Chief Financial Officer became effective on March
    8, 1999. Mr. Smith was named President of Citizens Bank effective August 13,
    1999, and President of the Company on January 7, 2000.
(3) In 1999,  options were granted for 25,000  shares.  On January 7, 2000,  the
    Board granted options for an additional 10,000 shares.
</FN>
</TABLE>

Explanation of Columns

(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.

(e) Other Annual  Compensation-  All additional  forms of cash and non-cash
compensation  paid,  awarded or earned. Mr. Smith's total includes an automobile
allowance for five months and moving expenses of $10,000. The value of all other
personal  benefits and perquisites  received by Mr. Storm and Mr. Smith 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) "LTIP" - 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 of the Company and its subsidiaries 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.

              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 11

Employment Contracts

         The  Company  and  Citizens  Bank have  entered  into joint  employment
agreements  with two executive  officers,  Richard Storm,  Jr.,  Chairman of the
Board and Chief  Executive  Officer of both the  Company and  Citizens  Bank and
Gregory E. Smith,  President  and Chief  Financial  Officer of the Company,  and
President  and Chief  Operations  Officer of Citizens  Bank.  The following is a
summary of the pertinent terms of these agreements.

         Richard Storm,  Jr.'s employment  agreement became effective on January
1, 2000. Pursuant to its terms, Mr. Storm is to receive an annual base salary of
$63,000, plus an automobile allowance and a local business club membership. Each
year,  Mr. Storm is entitled to: (i) receive a performance  bonus based upon the
Company's  pre-tax  income;  (ii)  participate in Citizens Bank's profit sharing
pool; (iii) receive a stock appreciation  incentive bonus ("SAI bonus") based on
the annual  increase in the "Fair Market  Value" (as that term is defined in the
employment  agreement) of 25,000 shares of the Company's  common stock.  The SAI
bonus will be paid in cash at the end of each calendar year.

         The original  term of the  employment  agreement is one year.  Each day
during the term of the  employment  agreement,  until Mr. Storm's 65th birthday,
the employment agreement automatically renews for one additional day. Therefore,
at all times, Mr. Storm's employment agreement has a one year term. Any party to
the agreement may cease the automatic renewals by notifying the other parties of
their intent to not renew. In addition, any party may terminate the agreement by
delivering to the others a notice of  termination.  If Mr. Storm  terminates the
agreement and his employment,  his notice must specify a date of termination not
less than 60 days form the date of the notice.  If the Company or Citizens  Bank
terminates the agreement,  the date of termination must be not less than 30, nor
more than 45, days from when their notice is given.

         Mr. Storm's employment  agreement permits termination by the Company or
Citizens  Bank for  "just  cause"  and by Mr.  Storm for  "good  reason,"  which
includes  termination  due to a "change in  control"  of the Company or Citizens
Bank, as those terms are defined in the agreement. In the event the agreement is
terminated  by the Company or Citizens  Bank for reasons other than "just cause"
or by Mr. Storm for "good  reason," Mr. Storm is to receive,  as severance,  his
base  salary for the longer of the  remainder  of the term of the  agreement  or
twelve months, and any bonus, profit sharing or incentive  compensation he would
then have been  entitled  to under the  employment  agreement.  In the event Mr.
Storm  terminates  his employment for other than "good reason" or the Company or
the Bank  terminate his employment for "just cause," Mr. Storm shall be entitled
to no severance payment.

         Gregory E. Smith's employment  agreement became effective on January 1,
2000.  Pursuant to its terms,  Mr.  Smith is to receive an annual base salary of
$90,000,  plus an automobile  allowance.  In addition,  Mr. Smith is eligible to
participate in Citizens Bank's profit sharing pool, and will also be entitled to
a stock appreciation  incentive bonus ("SAI bonus") based on the annual increase
in the "Fair Market Value" (as that term is defined in the employment agreement)
of 10,000  shares of the Company's  common stock.  The SAI bonus will be paid in
cash at the end of each calendar year.

         The original  term of the  employment  agreement is one year.  Each day
during  the  term  of the  agreement,  until  Mr.  Smith's  65th  birthday,  the
employment agreement  automatically renews for one additional day. Therefore, at
all times,  Mr. Smith's  employment  agreement has a one year term. Any party to
the agreement may cease the automatic renewals by notifying the other parties of
their intent to not renew. In addition, any party may terminate the agreement by
delivering to the others a notice of termination.


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 12

         If Mr. Smith  terminates the employment  agreement and his  employment,
his notice must specify a date of  termination  not less than 60 days,  nor more
than 90 days,  from the date of the notice.  At the Company's or Citizens Bank's
option,  that time may be shortened.  If the Company of Citizens Bank terminates
the agreement,  the date of termination  is, at the discretion of the Company or
Citizens  Bank,  either a date  specified  in the  notice the date the notice is
given. Mr. Smith's  employment  agreement permits  termination by the Company or
Citizens  Bank for reasons  other than "just  cause" and by Mr.  Smith for "good
reason," as those terms are defined in the agreement. In the event the agreement
is  terminated  by the  Company or Citizens  Bank for  reasons  other than "just
cause" or by Mr. Smith for "good reason," Mr. Smith is to receive, as severance,
his base  salary  for six  months.  In the event the  Company or  Citizens  Bank
undergoes  a change in control  (as defined in the  employment  agreement),  Mr.
Smith is  guaranteed  to  receive  two  years'  base  salary  whether or not the
acquiror  retains him as an  employee.  Therefore,  if an  acquiror  reduces Mr.
Smith's base salary within two years of the acquisition, Mr. Smith may terminate
the employment  agreement for "good reason" and receive, as severance,  his base
salary until the second anniversary following the change in control. However, in
the event such  termination  is within the second year  following  the change in
control,  Mr. Smith is  guaranteed to receive,  as  severance,  a minimum of one
years' base salary.  Should Mr. Smith  terminate his  employment  for other than
"good reason" or the Company or Citizens Bank terminate his employment for "just
cause," Mr. Smith will not be receive any severance compensation.

         Upon  the  termination  of  Mr.  Smith's  employment  for  any  reason,
including the  expiration of the  agreement,  Mr. Smith will be prohibited  from
working for any financial institution in Collier and Lee Counties, Florida for a
period of one year.

                       PROPOSAL II - APPROVAL OF CITIZENS
            COMMUNITY BANCORP, INC. YEAR 2000 ADVISORY BOARD MEMBERS'
                      STOCK OPTION AND LIMITED RIGHTS PLAN

         On December  16,  1999,  the Board of  Directors  adopted the  Citizens
Community  Bancorp,  Inc. Year 2000  Advisory  Board  Members'  Stock Option and
Limited  Rights  Plan  ("Adviser's  Plan")  to  provide  for the  grant  of non-
statutory  stock options to purchase  shares of the  Company's  common stock and
limited rights (stock appreciation rights) to members of the Advisory Boards for
the Company and its  subsidiaries.  Advisory Board members are those individuals
who  act as  advisers  to and  business  developers  for  the  Company,  and its
subsidiaries. A copy of the Adviser's Plan is attached hereto as Appendix A.

         The purpose of the  Adviser's  Plan is to advance the  interests of the
Company and its subsidiaries by providing its advisers,  individuals with strong
community ties and interests,  an additional incentive and to attract additional
persons of experience and ability to serve as advisers in the future.

         The  maximum  number  of  shares  of  common  stock  that may be issued
pursuant  to options  granted  under the  Adviser's  Plan is  10,000.  Under the
Adviser's Plan, participants may each be granted an option to purchase up to 200
shares of common stock at a price not less than 100% of its "Fair Market  Value"
(as that  term is  defined  in the  Adviser's  Plan) on the date the  option  is
granted or $5.00,  whichever  is greater.  At no time may any  participant  hold
options to purchase more than 200 shares under the Adviser's Plan and no options
will be granted until the  Adviser's  Plan is approved by a majority vote of the
Company's shareholders.

              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 13

         No stock options may be granted under the Advisers' Plan until one year
after the  recipient  was first  appointed to an Advisory  Board.  Stock options
granted under the Adviser's  Plan will vest in four equal,  annual  installments
beginning  in the  year  of  grant.  At the  discretion  of the  Adviser's  Plan
administrators, limited rights may be granted in tandem with any options granted
under the Adviser's Plan.  Limited rights may only be exercised after six months
from the date of their grant and will terminate upon the exercise or termination
of their underlying option.

         All stock options and limited rights held under the Adviser's Plan will
be  immediately  canceled when the holder is removed from an Advisory  Board for
"cause"  (as that term is defined in the  Adviser's  Plan).  In the event of the
death or disability of a participant,  all options and limited rights held under
the Adviser's Plan,  whether or not then  exercisable,  shall be exercisable (by
the  participant or his or her legal  representative)  for a period of 12 months
following such death or disability.  In the event a participant retires from the
Advisory  Board,  any options or limited  rights held under the Adviser's  Plan,
whether or not then  exercisable,  shall be exercisable  for a period of 90 days
after such retirement.

 The Board of Directors recommends that shareholders vote "FOR" adoption of the
 Citizens Community Bancorp Inc. Year 2000 Advisory Board Member Stock Option
                              and Limited Rights Plan.

        PROPOSAL III - AMENDMENT TO THE 1996 INCENTIVE STOCK OPTION PLAN

         The Company's 1996 Incentive Stock Option Plan  ("Incentive  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. The Incentive
Plan was  amended  at the 1998  Annual  Meeting  increasing  the amount of stock
subject to the  Incentive  Plan to 297,000.  All other terms of the Stock Option
Plan remained  unchanged.  At December 31, 1999,  incentive  options for 296,240
shares  remained  outstanding,  and 760  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 Board of Directors has approved an amendment to the Incentive  Plan
to provide an additional  54,000 shares to be available for future  grants.  The
aggregate number of shares would be increased from 297,000 to 351,000. 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 Incentive Plan will remain unchanged, upon
passage of this amendment.  A copy of the proposed  amendment is attached hereto
as Appendix B.

         The following  table sets forth  information  concerning  the incentive
stock options that have been granted to the directors and the executive officers
of the  Company.  The share  amounts  and price per share have been  adjusted to
reflect the  December 15, 1997,  two-for-one  stock split,  and the December 31,
1998, 8% stock dividend, as appropriate.

                         (Table to Follow on Next Page)


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 14

<TABLE>

                Name                         Shares Granted               Effective Date of Grant                Price Per Share
------------------------------------ ------------------------------- ---------------------------------  ----------------------------
<S>                                              <C>                               <C> <C>                           <C>
Diane M. Beyer                                   10,800                        May 30, 1995                         $ 6.95
Joel M. Cox, Sr.                                 10,800                        May 30, 1995                           6.95
John V. Cofer                                    10,800                      November 18, 1999                        9.00
Robert J. David                                  21,600 (1)                   October 22, 1998                        8.80
                                                  5,000 (2)                    August 1, 1999                         9.50
Bruce G. Fedor                                   10,800 (1)                   November 10, 1997                       5.56
Thomas B. Garrison                               10,800                        May 30, 1995                           6.95
James S. Hagedorn                                10,800                        July 16, 1996                          6.95
Dennis J. Lynch                                  10,800                        May 30, 1995                           6.95
Robert A. Marks                                   5,400                      January 21, 1997                         6.95
                                                  5,400                      December 16, 1999                        9.00
Stephen A. McLaughlin                            10,800                        July 23, 1998                          6.95
Gregory E. Smith                                 15,000 (1)                    June 8, 1999                           9.50
                                                 10,000 (2)                   August 1, 1999                          9.50
                                                 10,000 (2)                   January 7, 2000                         9.00
Louis J. Smith                                   10,800                     September 30, 1997                        6.95
Richard Storm, Jr.                               10,800                        May 30, 1995                           6.95
Amos D. Watson (Estate)                          10,800                      November 18, 1999                        9.00
John J. Wolf                                     10,800                       April 29, 1997                          6.95
------------------------------------ ------------------------------- ---------------------------------  ----------------------------

<FN>
(1) Granted in connection with initial employment.
(2) Granted for performance in fiscal year 1999.
</FN>
</TABLE>


 The Board of Directors recommends that shareholders vote "FOR" the 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, 2000

         The Company's  independent auditors since its incorporation and for the
fiscal year ended  December 31, 1999, has been Hacker,  Johnson,  Cohen & Grieb,
P.A. The Board of Directors have appointed Hacker, Johnson, Cohen & Grieb, P.A.,
to be its  independent  auditors  for the fiscal year ending  December 31, 2000,
subject to shareholder ratification.

 The Board of Directors recommends that shareholders vote "FOR" the ratification
 of the appointment of Hacker, Johnson, Cohen & Grieb, P.A., as the independent
             auditors for the fiscal year ending December 31, 2000.


                   PROPOSAL V - ADJOURNMENT OF ANNUAL MEETING

         The Company seeks  approval to adjourn the Annual  Meeting in the event
that the number of proxies  sufficient to approve Proposals I, II, III or IV are
not  received  by April  18,  2000.  In order to permit  proxies  that have been
received  by the  Company  at the time of the  Annual  Meeting  to be voted,  if
necessary,  for the  adjournment,  the  Company is  submitting  the  question of
adjournment to the shareholders as a separate proposal.

              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>


Citizens Community Bancorp, Inc.                                 April 18, 2000
Proxy Statement
Page 15

If it becomes  necessary to adjourn the Annual  Meeting,  and the adjournment is
for a period less than 30 days, no notice of the time and place of the adjourned
meeting will be given to the  shareholders,  other than an announcement  made at
the Annual Meeting.

         The Board of Directors recommends that shareholders vote "FOR"
             the approval of the adjournment of the Annual Meeting.

Solicitation

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual  Meeting  will be borne by the  Company.  Proxies may be solicited by
directors,  officers or regular  employees of the Company or its subsidiaries in
person or by  telephone,  telegraph or mail.  The Company 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 for 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 the Proxy  materials 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  December 23,
2000.  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 Company's  Corporate  Secretary
at least five 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  Corporate  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 days or more 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  business  shall be acted  upon at such  Annual
Meeting unless stated and filed as provided herein.

Financial Statements

         The  1999  Annual  Report  containing  consolidated  audited  financial
statements  for the  year  ended  December  31,  1999,  accompanies  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  names in the  enclosed  Revocable
Proxy to vote in accordance with their judgement and in the best interest of the
Company.

                                                CITIZENS COMMUNITY BANCORP, INC.
                                                          Marco Island, Florida
                                                                 March 10, 2000


              650 East Elkcam Circle - Marco Island, Florida 34145


<PAGE>



                                   APPENDIX A

                        CITIZENS COMMUNITY BANCORP, INC.
                        YEAR 2000 ADVISORY BOARD MEMBERS'
                      STOCK OPTION AND LIMITED RIGHTS PLAN

1. PURPOSE

         The purpose of Citizens Community Bancorp, Inc.'s ("Company") Year 2000
         Advisory Board Members' Stock Option and Limited Rights Plan ("Members'
         Plan") is to advance the interests of the Company, its subsidiaries and
         its  shareholders  by  providing  the  Advisory  Board  Members  of the
         Company's wholly owned subsidiaries,  upon whose advice the Company and
         its  subsidiaries  depends,  with an  additional  incentive to serve on
         Advisory Boards for the Company's subsidiaries,  as well as, to attract
         people of experience  and ability to serve as Advisory Board Members in
         the future.

2. DEFINITIONS

         (a)   "Advisory  Board Members" means the Advisory Board Members of the
               Company and its subsidiaries.

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

         (c)   "Committee"  means  the  Executive  Committee  of  the  Board  of
               Directors of the Company.

         (d)   "Members'  Plan Year or  Years"  means a  calendar  year or years
               commencing on or after January 1, 2000.

         (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 asked 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  preceding
               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.

                            Appendix A - Page 1 of 7

<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  subsidiaries  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 an Advisory Board Member of the
               Company's  subsidiaries chosen by the Committee to participate in
               the Members' 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 an Advisory Board
               Member was first  appointed  to an  Advisory  Board of one of the
               Company's subsidiaries.

3. ADMINISTRATION

         The Advisory Board Members' Plan shall be administered,  as appropriate
         depending upon meeting schedule,  by either the Executive  Committee of
         the Board of Directors or the Board of Directors of the Company,  which
         shall  hereinafter  collectively  be  referred to as  "Committee".  The
         Committee  is  authorized,  subject to the  provisions  of the Advisory
         Board  Members'  Plan, to establish  such rules and  regulations  as it
         deems  necessary for the proper  administration  of the Advisory  Board
         Members' Plan and to make whatever  determinations and  interpretations
         in  connection  with  the  Advisory  Board  Members'  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 Advisory Board Members' Plan and on their legal representatives and
         beneficiaries.

                            Appendix A - Page 2 of 7

<PAGE>



4. TYPES OF AWARDS

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

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

5. STOCK SUBJECT TO THE MEMBERS' PLAN

         Subject to adjustment as provided in Section 12, the maximum  number of
         shares  reserved for issuance  under the Members' Plan is 10,000 shares
         of Common Stock  outstanding  (sometimes  referred to herein as "Option
         Shares").  To the  extent  that  options  or right  granted  under  the
         Advisory Board Members' Plan are exercised,  the shares covered will be
         unavailable  for future grants under the Advisory  Board Members' Plan;
         to the extent that options  together  with any related  rights  granted
         under  the  Advisory  Board  Members'  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 Advisory Board Members of the Company's  subsidiaries  ("Members"),
         except for those Advisory Board Members 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 Members'
         Plan one year after  appointment  to an  Advisory  Board.  The  maximum
         number of Option  Shares  that a  Participant  shall be  eligible to be
         awarded shall be 200.

7. GRANT OF NON-STATUTORY STOCK OPTIONS

         The Committee may, from time to time, grant Non-Statutory Stock Options
         to Members.  Non-Statutory  Stock  Options  granted under this Members'
         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 100% 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  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 five years and one day from the Date of Grant.

         (c)  Vesting.  The  Committee  shall  determine  the date on which each
         Non-Statutory  Stock Option shall become  exercisable in  installments.
         Any required vesting period, but no less than twelve (12) months, 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.

                            Appendix A - Page 3 of 7

<PAGE>



         Notwithstanding  the above,  in the event of a Change in Control of the
         Company,  or the death of a Member,  all  Non-Statutory  Stock  Options
         shall become immediately exercisable.

         (d) Termination of Service.  Upon the termination of a Member's 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 or her 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  or  her  Non-Statutory  Stock  Options  shall  expire  upon
         termination.  In the event of the death or  disability  of a Member all
         Non-Statutory  Stock  Options  held  by  the  Member,  whether  or  not
         exercisable at such time,  shall be  exercisable by the Member,  or the
         Member's legal  representatives or beneficiaries for twelve (12) months
         following the date of his or her 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 Members' 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.

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

                            Appendix A - Page 4 of 7

<PAGE>



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
         Members' Plan or in any Award  granted  confers on any person any right
         to  continue  to serve as an  Advisory  Board  Member of the  Company's
         subsidiaries.

         No Award under the Members' 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 or her  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 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 or she 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 or her estate will be
         deemed to be the beneficiary.

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 Members' Plan;

         (b)  adjustments  in the  aggregate  number or kind of shares of Common
         Stock covered by Awards already made under the Members' 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 Members' Plan the amount of tax required to be withheld
         by any governmental authority if any.

                            Appendix A - Page 5 of 7

<PAGE>



14. AMENDMENT OF THE MEMBERS' PLAN

         The Board of Directors of the Company may at any time, and from time to
         time,  modify  or amend  the  Members'  Plan in any  respect;  provided
         however,  that if necessary  to continue to qualify the  Members'  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 Members' 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 Members' 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
         Members' Plan will remain in full force and effect.

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

15. EFFECTIVE DATE OF MEMBERS' PLAN

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

16. TERMINATION OF MEMBERS' PLAN

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

17. APPLICABLE LAW

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

                            Appendix A - Page 6 of 7

<PAGE>



Adopted this 16th day of December,  1999 by the Executive Committee of the Board
of Directors of the Company.

                                 /s/  Bruce G. Fedor
                                ---------------------------------------
                                 Bruce G. Fedor
                                 Secretary of the Company

Adopted on the ___ day of___________, 2000 by the Company's shareholders.


                                            ------------------------------
                                            Richard Storm, Jr.
                                            Chairman of the Company





















                            Appendix A - Page 7 of 7

<PAGE>


                                   APPENDIX B

                                SECOND AMENDMENT

                                       TO

                        1996 INCENTIVE STOCK OPTION PLAN

         At a regular  meeting of the Board of Directors  of Citizens  Community
Bancorp,  Inc.  ("Company")  held on February 24,  2000,  the Board of Directors
adopted a second  amendment  to "Section 5, Stock  Subject to the Plan",  of the
1996 Incentive Stock Option Plan ("Incentive Plan"). The Company's  shareholders
ratified  this  amendment  at their Annual  Meeting held on April 18, 2000.  The
amendment  increases  the amount of stock  eligible to be issued under the Plan;
Section 5 of the Plan now states:

5. STOCK  SUBJECT TO THE PLAN.  Subject to adjustment as provided in Section 13,
the maximum  number of shares  reserved for  issuance  under the Plan is 351,000
shares of Common  Stock of CCB,  par value  $0.01 per share.  To the extent that
options or rights granted under the Plan are exercised,  the shares covered will
be  unavailable  for future  grants  under the Plan;  to the extent that options
together with any related rights granted under the 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.

Adopted  this  24th  day of  February,  2000 by the  Board of  Directors  of the
Company.

                                  /s/  Bruce G. Fedor
                                 ------------------------------------
                                 Bruce G. Fedor
                                 Secretary of the Company

Adopted on the ___ day of___________, 2000 by the Company's shareholders.


                                            ------------------------------
                                            Richard Storm, Jr.
                                            Chairman of the Company





















<PAGE>



 X  PLEASE MARK VOTES             REVOCABLE PROXY
    AS IN THIS EXAMPLE     CITIZENS COMMUNITY BANCORP, INC.


This Proxy is Solicited on behalf of
the Board of Directors of
Citizens Community Bancorp, Inc. ("Company")

   The  undersigned  shareholder of the Company  hereby  appoints Bruce G. Fedor
and/or  Stephen A.  McLaughlin  as  Proxies,  each with the power to appoint his
substitute  and hereby  authorizes  either of them to represent  and to vote, as
designated  below,  all  the  shares  of  the  Company  held  of  record  by the
undersigned on February 29, 2000, at the Annual Meeting of Shareholders ("Annual
Meeting") to be held at 11:00 a.m. Eastern Time, on Tuesday,  April 18, 2000, at
The Deck, located at Shops of Marco, 1839 San Marco Road, Marco Island,  Florida
or any adjournment thereof;


I. ELECTION OF DIRECTORS FOR                   FOR      WITHHOLD        FOR ALL
  ONE-YEAR TERMS                                                        EXCEPT

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

Diane M. Beyer          Thomas B. Garrison          Louis J. Smith
John V. Cofer           Dennis J. Lynch             James S. Hagedorn
Joel M. Cox, Sr.        Robert A. Marks

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
------------------------------------------

                                                     For     Against     Abstain

II.  To approve the Citizens Community Bancorp,
     Inc. Year 2000 Advisory Board Members' Stock
     Option and Limited Rights Plan.                 -----     -----       -----

III. To approve an amendment to the Company's
     1996 Incentive Stock Option Plan to increase
     the number of shares available to be granted to
     351,000 shares of common stock.                 -----     -----       -----

IV.  Ratification of the appointment of Hacker,
     Johnson, Cohen & Grieb, PA as Independent
     Auditors of the Company  for fiscal year ending
     December 31,2000.                               -----     -----       -----

V.   To approve the adjournment of the Annual
     Meeting to solicit additional proxies in the
     event that there are not sufficient votes to
     approve one or more of the foregoing Proposals. -----     -----       -----

         PLEASE MARK THIS BOX IF YOU PLAN TO ATTEND THE
         ANNUAL  MEETING.

                                            ->    ------------

In their  discretion,  the proxy holders are authorized to transport and to vote
upon such other  business as may properly come before this Annual Meeting or any
adjournments thereof.

NOTE:  When  properly  executed  this  Proxy  will be voted  in the  manner
directed by the undersigned  shareholder(s).  UNLESS CONTRARY DIRECTION IS GIVE,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED.


Please be sure to sign and date
this Proxy in the box below.                  Date
______________________________________________________________________________

______________________________________________________________________________
         Shareholder sign above              Co-holder (if any) sign above



    Detach above card, sign, date and mail in postage paid envelope provided.

                        CITIZENS COMMUNITY BANCORP, INC.

The above signed shareholder may revoke the Proxy at any time before it is voted
by either filing with the Corporate Secretary of the Company a written notice of
revocation, delivering to the Company a duly executed Proxy bearing a later date
or by attending the Annual Meeting and voting in person.

IMPORTANT:  Please  sign your name  exactly as it appears  on this  Proxy.  When
shares are held by joint  tenants,  both should sign.  When signing as attorney,
executor, administrator,  agent, trustee or guardian, please give full title. If
shareholder is a corporation, please sign in full corporate name by president or
other  authorized  officer.  If  shareholder  is a  partnership,  please sign in
partnership name by authorized person.

The above signed acknowledges  receipt from the Company,  prior to the execution
of this Proxy, of a Notice of Annual Meeting,  a Proxy Statement dated March 10,
2000, and the Annual Report which includes audited financial  statements for the
period ended December 31, 1999.

NOTE: IF YOU RECEIVE MORE THAN ONE PROXY, PLEASE SIGN AND RETURN ALL PROXIES IN
      THE ACCOMPANYING ENVELOPE.

                               PLEASE ACT PROMPTLY

                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY