FORM 10-K/A SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549



[X] ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year
ended December 31, 2003

OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition
period from _______ to ________

Commission file number
000-22461

O.A.K. FINANCIAL
CORPORATION(Exact
name of registrant as specified in its charter)

|MICHIGAN
(State of other jurisdiction of
incorporation or organization) | 38-2817345
(I.R.S. Employer
Identification No.)
|----------------------------------------------------------------------- | -----------------------------------------------

2445 84th Street, S.W.,
Byron Center, Michigan 49315 (Address of principal
executive offices) (Zip Code)

Registrants
telephone number, including area code: (616) 878-1591

Securities registered
pursuant to Section 12(b) of the Act: None

Securities registered
pursuant to Section 12(g) of the Act: Common Stock, $1.00 par value

(Title of Class)



Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [___]

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X].

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2). Yes [___] No
[X].

State the aggregate market value of
the voting and nonvoting common equity held by non-affiliates of the registrant computed
by reference to the price at which the common equity was sold, or the average bid and
asked prices of such common equity, as of the last business day of the registrants
most recently completed second quarter.

Aggregate Market Value
as of June 30, 2003: $67,295,036

As of February 26, 2004, there were
outstanding 2,035,191 shares of the Companys Common Stock ($1.00 par value).

Documents Incorporated by
Reference:

Portions of the Companys Proxy
Statement for the Annual Meeting of Shareholders to be held April 15, 2004 are
incorporated by reference into Part III of this report.

---



EXPLANATORY NOTE:

Pursuant
to this Form 10-K/A, the Registrant amends "Item 8: Financial Statements and
Supplementary Data" for the sole purpose of including a corrected Independent Auditor's
Report by Plante & Moran, PLLC.  The original report inadvertantly did not refer to the
consolidated statements of income, comprehensive income, changes in stockholders' equity
and cash flows for the year 2001.  No other changes have been made to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 2003.

# ITEM 8. Financial
Statements and Supplementary Data

The
Consolidated Financial Statements, Notes to Consolidated Financial Statements and the
Report of the Independent Public Accountants are included in the following pages.



---



Independent
Auditors Report

To the Board of Directors
and StockholdersO.A.K Financial Corporation and Subsidiary

We have audited the accompanying consolidated balance sheet of O.A.K Financial Corporation and Subsidiary as of December 31, 2003
and 2002 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each year in the
three-year period ended December 31, 2003.  These consolidated financial statements are the responsibility of the Corporation's
management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion..

In our opinion, the consolidated  financial statements referred to above present fairly, in all material respects,  the consolidated
financial position of O.A.K Financial  Corporation and Subsidiary as of December 31, 2003 and 2002, and the consolidated  results of
their  operations,  and their cash flows for each years in the  three-year  period  ended  December  31, 2003,  in  conformity  with
accounting principles generally accepted in the United States of America.

| | /s/ Plante & Moran, PLLC
| | ------------------------

Grand Rapids, MichiganJanuary
30, 2004

-1-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | CONSOLIDATED BALANCE SHEETS
|------------------------------------------ | ---------------------------
|                                          

(dollars in thousands, except per
share data)

|                              | December 31,
|----------------------------- | ------------
|
|                             
|Cash and due from banks       |             
|Federal funds sold            |             
|                              |             
|Cash and cash equivalents     |             
|                             
|Available-for-sale securities |             
|Total Loans                   |             
|Allowance for loan losses     |             
|                              |             
|Net Loans                     |             
|                             
|Loans held for sale           |             
|Accrued interest receivable   |             
|Premises and equipment, net   |             
|Restricted investments        |             
|Other assets                  |             
|                              |             
|Total assets                  |             
|                              |             

|LIABILITIES AND STOCKHOLDERS' EQUITY                    
|--------------------------------------------------------
|                                                        
|Deposits                                                
|Interest bearing                                        
|Non-interest bearing                                    
|                                                        
|Total deposits                                          
|                                                        
|Securities sold under agreements to repurchase          
|FHLB advances                                           
|Other borrowed funds                                    
|Other liabilities                                       
|                                                        
|Total liabilities                                       
|                                                        
|Stockholders' equity                                    
|Common stock, $1 par value; 4,000,000 shares authorized,
|shares issued and outstanding: 2,035,191 at December 31,
|2003 and 2,040,780 at December 31, 2002                 
|Additional paid-in capital                              
|Retained earnings                                       
|Accumulated other comprehensive income                  
|Unallocated common stock held by ESOP                   
|                                                        
|Total stockholders' equity                              
|                                                        
|Total liabilities and stockholders' equity              
|                                                        

The accompanying notes
are an integral part of these consolidated financial statements.

-2-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | CONSOLIDATED STATEMENTS OF INCOME
|------------------------------------------ | ---------------------------------
|                                          

(dollars in thousands, except
earnings per share)

|                                                   | Year Ended December 31,
|-------------------------------------------------- | -----------------------
|                                                   |                        
|                                                   |                        
|Interest income                                    |                        
|Interest and fees on loans                         |                        
|Available-for-sale securities                      |                        
|Restricted investments                             |                        
|Federal funds sold                                 |                        
|                                                   |                        
|                                                   |                        
|Total interest income                              |                        
|                                                   |                        
|                                                   |                        
|Interest expense                                   |                        
|Deposits                                           |                        
|Securities sold under agreements to repurchase     |                        
|FHLB Advances                                      |                        
|Borrowed funds                                     |                        
|                                                   |                        
|                                                   |                        
|Total interest expense                             |                        
|                                                   |                        
|                                                   |                        
|Net interest income                                |                        
|                                                   |                        
|Provision for loan losses                          |                        
|                                                   |                        
|                                                   |                        
|Net interest income after provision for            |                        
|loan losses                                        |                        
|                                                   |                        
|                                                   |                        
|Non-interest income                                |                        
|Service charges on deposit accounts                |                        
|Net gain on sales of loans held for sale           |                        
|Amortization of mortgage servicing rights          |                        
|Change in impairment of mortgage servicing rights  |                        
|Loan servicing fees                                |                        
|Net gain on sales of available for sale securities |                        
|Insurance premiums                                 |                        
|Brokerage fees                                     |                        
|Other                                              |                        
|                                                   |                        
|                                                   |                        
|Total non-interest income                          |                        
|                                                   |                        
|                                                   |                        
|Non-interest expenses                              |                        
|Salaries                                           |                        
|Employee benefits                                  |                        
|Occupancy (net)                                    |                        
|Furniture and fixtures                             |                        
|Other                                              |                        
|                                                   |                        
|                                                   |                        
|Total non-interest expenses                        |                        
|                                                   |                        
|                                                   |                        
|Income before federal income taxes                 |                        
|                                                   |                        
|Federal income taxes                               |                        
|                                                   |                        
|                                                   |                        
|Net income                                         |                        
|                                                   |                        
|Income per common share:                           |                        
|                                                   |                        
|Basic                                              |                        
|                                                   |                        
|Diluted                                            |                        
|                                                   |                        

The accompanying notes
are an integral part of these consolidated financial statements.

-3-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | CONSOLIDATED STATEMENTS OFCHANGES IN STOCKHOLDERS' EQUITY
|------------------------------------------ | ---------------------------------------------------------
|                                          

(in thousands)

|                                              | Year Ended December 31,
|--------------------------------------------- | -----------------------
|                                              |                        
|                                              |                        
|Shares of common stock issued and outstanding |                        
|Balance, beginning of year                    |                        
|Common stock forfeitures                      |                        
|Common stock issued                           |                        
|Redemption of unallocated ESOP shares         |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Common stock                                  |                        
|Balance, beginning of year                    |                        
|Common stock forfeitures                      |                        
|Common stock issued                           |                        
|Redemption of unallocated ESOP shares         |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Additional paid-in-capital                    |                        
|Balance, beginning of year                    |                        
|Common stock issued                           |                        
|Redemption of unallocated ESOP shares         |                        
|Allocation of ESOP shares                     |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Retained earnings                             |                        
|Balance, beginning of year                    |                        
|Net income                                    |                        
|Cash dividends                                |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Accumulated other comprehensive income        |                        
|Balance, beginning of year                    |                        
|Other comprehensive (loss) income             |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Unallocated common stock held by ESOP         |                        
|Balance, beginning of year                    |                        
|Redemption of unallocated ESOP shares         |                        
|Allocation of ESOP shares                     |                        
|                                              |                        
|                                              |                        
|Balance, end of year                          |                        
|                                              |                        
|                                              |                        
|Total stockholders' equity                    |                        
|                                              |                        

The accompanying notes
are an integral part of these consolidated financial statements.

-4-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | CONSOLIDATED STATEMENTS OFCASH FLOWS
|------------------------------------------ | ------------------------------------
|                                          

(dollars in thousands)

|                                                     | Year Ended December 31,
|---------------------------------------------------- | -----------------------
|                                                     |                        
|                                                     |                        
|Cash flows from operating activities                 |                        
|Net income                                           |                        
|Adjustments to reconcile net income to net           |                        
|cash provided by operating activities                |                        
|Depreciation and amortization                        |                        
|Provision for loan losses                            |                        
|Proceeds from sales of loans held for sale           |                        
|Originations of loans held for sale                  |                        
|Net gain on sales of available-for-sale securities   |                        
|Net gain on sales of loans held for sale             |                        
|Net amortization of investment premiums              |                        
|(Gain) loss on sales of property and equipment       |                        
|Deferred federal income taxes                        |                        
|Changes in operating assets and liabilities          |                        
|which (used) provided cash                           |                        
|Accrued interest receivable                          |                        
|Stock dividends received from restricted investments |                        
|Other assets                                         |                        
|Other liabilities                                    |                        
|                                                     |                        
|Net cash (used in) provided by operating activities  |                        
|                                                     |                        
|                                                     |                        
|Cash flows from investing activities                 |                        
|Available-for-sale securities                        |                        
|Proceeds from maturities                             |                        
|Proceeds from sales                                  |                        
|Purchases                                            |                        
|Purchase of restricted investments                   |                        
|Net decrease (increase) in loans held for investment |                        
|Purchases of premises and equipment                  |                        
|Proceeds from the sale of premises and equipment     |                        
|                                                     |                        
|Net cash used in investing activities                |                        
|                                                     |                        
|Cash flows from financing activities                 |                        
|Net (decrease) increase in deposits                  |                        
|Net increase (decrease) in TT&L note                 |                        
|Proceeds from FHLB borrowings                        |                        
|Repayments of FHLB borrowings                        |                        
|Net other borrowed funds (repayments)                |                        
|Net (decrease) increase in securities sold under     |                        
|agreements to repurchase and fed funds purchased     |                        
|Dividends paid                                       |                        
|Proceeds from issuance of common stock               |                        
|                                                     |                        
|Net cash (used in) provided by financing activities  |                        
|                                                     |                        
|Net (decrease) increase in cash and cash equivalents |                        
|Cash and cash equivalents, beginning of year         |                        
|                                                     |                        
|Cash and cash equivalents, end of year               |                        
|                                                     |                        
|Supplementary cash flows information                 |                        
|Interest paid                                        |                        
|Income taxes paid                                    |                        
|                                                    
|Non-cash activities                                  |                        
|Loans transferred to other real estate               |                        

The accompanying notes
are an integral part of these consolidated financial statements.

-5-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation: The
consolidated financial statements include the accounts of the Corporation, and its
subsidiaries, OAK ELC and Byron Center State Bank (the Bank), and its subsidiary, OAK
Financial Services, and its subsidiary, Dornbush Insurance Agency, after elimination of
significant intercompany transactions and accounts.

Nature of Operations: The bank
provides a variety of financial services to individuals and businesses in the western
Michigan area through its twelve branches located in Byron Center, Jamestown, Cutlerville,
Hudsonville, Grandville, Moline, Dorr, Hamilton, Allendale, Zeeland, Kentwood and Jenison.
Active competition, principally from other commercial banks and credit unions, exists in
all of the Banks principal markets. The Bank is a state chartered bank and a member
of the Federal Reserve Bank (FRB). Deposits are insured by the Federal Deposit
Insurance Corporations (FDIC) Bank Insurance Fund. The Bank is subject
to the regulations and supervision of the FDIC, the FRB and the Michigan Office of
Financial Institutions and Insurance Services (OFIS) and undergoes periodic
examinations by these regulatory authorities.

The Banks primary deposit
products are interest and noninterest bearing checking accounts, savings accounts and time
deposits and its primary lending products are commercial loans, real estate mortgages, and
consumer loans. O.A.K. Financial Services offers mutual fund products, securities
brokerage services, retirement planning services, investment management and advisory
services. Dornbush Insurance Agency offers property and casualty, life, disability and
long-term care insurance products.

Use of Estimates: To prepare
financial statements in conformity with accounting principles generally accepted in the
United States of America, management makes estimates and assumptions based on available
information. These estimates and assumptions affect the reported in the financial
statements and disclosures provided, and future results could differ. The allowance for
loan losses, the fair value of intangible assets and the fair values of financial
instruments are particularly subject to change.

Cash Flow Reporting: Cash and cash
equivalents include cash on hand, demand deposits with other financial institutions,
short-term investments and federal funds sold. Cash flows are reported net for customer
loan and deposit transactions, interest-bearing time deposits with other financial
institutions and short-term borrowings with maturities of 90 days or less.

Available-For-Sale Securities:
Securities available-for-sale consists of those securities, which might be sold prior to
maturity due to changes in interest rates, prepayment risks, yield and availability of
alternative investments, liquidity needs or other factors. Securities classified as
available for sale are reported at fair value with unrealized gains or losses reported in
other comprehensive income, net of tax. Declines in the fair value of securities below
cost that are determined to be other than temporary are reflected in earnings as realized
losses.

Premiums and discounts are recognized
in interest income using the interest method over the period to maturity. Gains or losses
on the sale of available-for-sale securities are determined using the specific
identification method.

Loans: Loans are reported at their
outstanding unpaid principal balances adjusted for any charge-offs, the allowance for loan
losses, and any deferred fees or costs on originated loans. Interest on loans is accrued
over the term of the loan based on the principal amount outstanding. The accrual of
interest on impaired loans is discontinued when, in the opinion of management, the
borrower may be unable to meet payments as scheduled. When the accrual of interest is
discontinued, all uncollected accrued interest is reversed. Interest income on such loans
is recognized only to the extent cash payment is received. Loans are returned to accrual
status when all the principal and interest amounts contractually due are brought current
and future payments are reasonably assured. For impaired loans not classified as
non-accrual, interest income continues to be accrued over the term of the loan based on
the principal amount outstanding. Loan origination fees, net of certain direct loan
origination costs, are deferred and recognized as an adjustment of the related loan yield
using the interest method.

The Corporation grants commercial
real estate, residential real estate, commercial, and consumer loans to customers. A
substantial portion of the loan portfolio is represented by commercial real estate loans
throughout West-Michigan. The ability of the Corporations debtors to honor their
contracts is dependant upon the real estate and general economic conditions in this area.

-6-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Loan Losses: The
allowance for loan losses is established as losses are estimated to have occurred through
a provision for loan losses charged to earnings.  Loan losses are charged
against the allowance when management believes the uncollectibility of the loan balance is
confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for
loan losses is evaluated on a regular basis by management and is based upon
managements periodic review of the collectibility of the loans in light of
historical experience, the nature and volume of the loan portfolio, adverse situations
that may affect the borrowers ability to repay, estimated value of any underlying
collateral and prevailing economic conditions. This evaluation is inherently subjective as
it requires estimates that are susceptible to significant revision as more information
becomes available.

The allowance consists of specific,
general and unallocated components. The specific components relates to loans that are
classified as doubtful, substandard or special mention. For such loans that are also
classified as impaired, an allowance is established when the discounted cash flows (or
collateral value or observable market price) of the impaired loan is lower than the
carrying value of that loan. The general component covers non-classified loans and is
based on historical loss experience adjusted for qualitative factors. An unallocated
component is maintained to cover uncertainties that could affect managements
estimate of probable losses. The unallocated component of the allowance reflects the
margin of imprecision inherent in the underlying assumptions used in the methodologies for
estimating specific and general losses in the portfolio.

A loan is considered impaired when
full payment under the loan or lease terms is not expected. Impairment is evaluated by
assessing payment status, collateral value, and the probability of collecting scheduled
principal and interest payments when due. Loans are evaluated for impairment when payments
are delayed, typically 90 days or more, or when the internal grading system indicates a
doubtful classification. Impairment is measured on a loan by loan basis for commercial and
construction loans by either the present value of expected future cash flows discounted at
the loans effective interest rate, the loans obtainable market price, or the
fair value of the collateral if the loan is collateral dependent. Large groups of smaller
balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank
does not separately identify individual consumer and residential loans for impairment
disclosures.

Loans Held for Sale: Loans originated
and intended for sale in the secondary market are carried at the lower of cost or
estimated fair value in the aggregate. Net unrealized losses, if any, are recognized in a
valuation allowance by charges to income.

Premises and Equipment: Land is
carried at cost. Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using both the straight-line and accelerated methods over the
useful lives of the respective assets. Maintenance, repairs and minor alterations are
charged to current operations as expenditures occur and major improvements are
capitalized. These assets are reviewed for impairment.

Servicing: Servicing assets are
recognized as separate assets when rights are acquired through purchase or through sale of
financial assets. Capitalized servicing rights are reported in other assets and are
amortized into non-interest income in proportion to, and over the period of, the estimated
future net servicing income of the underlying financial assets. Servicing assets are
evaluated for impairment based upon the fair value of the rights as compared to amortized
cost. Impairment is determined by stratifying rights by predominant characteristics, such
as interest rates and terms. Fair value is determined using prices of similar assets with
similar characteristics, when available, or based upon discounted cash flows using
market-based assumptions. Impairment is recognized through a valuation allowance.

Income Taxes: Income tax expense is
the sum of the current years income tax due or refundable and the change in deferred tax
assets and liabilities. Deferred tax assets and liabilities are the expected future tax
consequence of temporary differences between the carrying amounts and tax bases of assets
and liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized. The Corporation and its
subsidiary file a consolidated federal income tax return on a calendar year basis.

-7-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 1.  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (Continued)

Off Balance Sheet Instruments:In the
ordinary course of business, the Bank has entered into commitments to extend credit,
including commitments under credit card arrangements, commercial letters of credit, and
standby letters of credit. Such financial instruments are recorded when they are funded.

Repurchase Agreements: Repurchase
agreement liabilities represent amounts advanced by customers. Securities are pledged to
cover these liabilities, which are not covered by federal deposit insurance.

Fair Values of Financial Instruments:
Fair values of financial instruments are estimated using relevant market information and
other assumptions, as more fully disclosed separately. Fair value estimates involve
uncertainties and matters of significant judgment regarding interest rates, credit risk,
prepayments and other factors, especially in the absence of broad markets for particular
items. Changes in assumptions or in market conditions could significantly affect the
estimates. The fair value estimates of existing on  and off-balance sheet financial
instruments do not include the value of anticipated future business or the values of
assets and liabilities not considered financial instruments.

Earnings Per Share: Basic earnings
per share is net income divided by the weighted average number of common shares
outstanding during the period. Diluted earnings per common share includes the dilutive
effect of additional potential common shares that could be issued under the stock option
plan.

Comprehensive Income: Comprehensive
income consists of net income and other comprehensive income, which includes the
unrealized gains and losses on available-for-sale securities. The unrealized gains and
losses on available-for-sale securities are reported as a separate component of the equity
section of the balance sheet, net of tax.

Contingencies: Loss contingencies,
including claims and legal actions arising in the ordinary course of business, are
recorded as liabilities when the likelihood of loss is probable and an amount or range of
loss can be reasonably estimated. Management does not believe there are any such matters
that will have a material effect on the financial statements.

Stock Compensation Plans: The
Corporation accounts for stock option plans using the intrinsic value based method. No
compensation cost related to stock options was recognized during 2003, 2002 or 2001, as
all options granted had an exercise price equal to or greater than the market price of the
underlying common stock at the date of the grant. Had compensation cost for stock options
been measured using the fair value method, net income and basic and diluted earnings per
share would have been the pro forma amounts indicated below (dollars in thousands except
per share data).

|                                                     |  |  |   | 2003  |  |   | 2002  |   |   | 2001  |  
|---------------------------------------------------- |  |  | - | ----- |  | - | ----- | - | - | ----- | -
|                                                     |  |  |   |       |  |  
|Net Income as reported                               |  |  | $ | 4,158 |  | $ | 3,778 |   | $ | 6,016 |  
|                                                     |  | 
|Stock based compensation credit (expense) determined |  | 
|under fair value method, net of related tax effect   |  |  |   | 46    |  |   | (41   | ) |   | (76   | )
|                                                     |  | 
|Pro-forma net income                                 |  |  | $ | 4,204 |  | $ | 3,737 |   | $ | 5,940 |  
|                                                     |  | 
|Basic earnings per share as reported                 |  |  | $ | 2.04  |  | $ | 1.86  |   | $ | 2.96  |  
|Pro-forma basic earnings per share                   |  |  | $ | 2.06  |  | $ | 1.84  |   | $ | 2.92  |  
|                                                     |  | 
|Diluted earnings per share as reported               |  |  | $ | 2.04  |  | $ | 1.86  |   | $ | 2.96  |  
|Pro-forma diluted earnings per share                 |  |  | $ | 2.06  |  | $ | 1.84  |   | $ | 2.92  |  

The
fair value of each option grant is estimated on the date of the grant using the
Black-Scholes option-pricing model with the following weighted average assumptions:

-8-

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|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

|                                                 |  |  |  | 2003 |  |   | 2002    |  |   | 2001    | 
|------------------------------------------------ |  |  |  | ---- |  | - | ------- |  | - | ------- | 
|                                                 |  |  |  |      |  |  
|Dividend yield                                   |  |  |  | -    |  |   | 1.71%   |  |   | 1.97%   | 
|Expected life                                    |  |  |  | -    |  |   | 9 years |  |   | 9 years | 
|Expected volatility                              |  |  |  | -    |  |   | 4.96%   |  |   | 4.80%   | 
|Risk-free interest rate                          |  |  |  | -    |  |   | 3.83%   |  |   | 5.07%   | 
|Weighted-average fair value per share of options |  | 
|granted during the year                          |  |  |  | -    |  | $ | 9.63    |  | $ | 16.77   | 

Segment Reporting: While management
monitors the revenue streams of various products and services offered, operations are
managed and financial performance is evaluated on a company wide basis. Accordingly, all
of the Corporations operations are considered by management to be aggregated in one
reportable operating segment.

Restricted Investments: The Bank is a
member of the Federal Home Loan Bank System and is required to invest in capital stock of
the Federal Home Loan Bank of Indianapolis (FHLB). The amount of the required
investment is determined and adjusted annually by the FHLB. The investment is carried at
cost plus the value assigned to stock dividends.

The Bank is also a member of the
Federal Reserve Bank System. The amount of the required investment is determined by the
FRB at the time the Bank becomes a member. The amount of the investment may be adjusted
thereafter and is carried at cost.

Reclassifications: Some items in the
prior year financial statements were reclassified to conform to the current presentation.

# NOTE 2.  COMPREHENSIVE
INCOME (in thousands)

The
components of comprehensive income and related tax effects for the year ended December
31, are as follows:

|                                            |  |  |   | 2003  |   |   | 2002  |  |   | 2001  | 
|------------------------------------------- |  |  | - | ----- | - | - | ----- |  | - | ----- | 
|                                            |  |  |   |       |   |  
|Unrealized (losses) gains on available-     |  | 
|for-sale securities arising during the year |  |  | $ | (701  | ) | $ | 1,520 |  | $ | 955   | 
|                                            |  | 
|Reclassification adjustment for realized    |  | 
|gains included in net income                |  |  |   | 236   |   |   | 80    |  |   | 300   | 
|                                            |  |  |   |       |   |  
|                                            |  | 
|Other comprehensive (loss) income           |  | 
|before income taxes                         |  |  |   | (937  | ) |   | 1,440 |  |   | 655   | 
|                                            |  | 
|Income taxes related to                     |  | 
|other comprehensive income                  |  |  |   | (317  | ) |   | 488   |  |   | 223   | 
|                                            |  |  |   |       |   |  
|                                            |  | 
|Other comprehensive (loss) income           |  |  |   | (620  | ) |   | 952   |  |   | 432   | 
|                                            |  | 
|Net income                                  |  |  |   | 4,158 |   |   | 3,778 |  |   | 6,016 | 
|                                            |  |  |   |       |   |  
|                                            |  | 
|Comprehensive income                        |  |  | $ | 3,538 |   | $ | 4,729 |  | $ | 6,448 | 
|                                            |  |  |   |       |   |  

-9-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 3.  RESTRICTIONS ON
CASH AND AMOUNTS DUE FROM BANKS

The
Bank is required to deposit certain amounts with the Federal Reserve Bank. These
reserve balances vary depending upon the level of certain customer deposits in the
Bank. At December 31, 2003 and 2002, those required reserve balances were $899,000
and $3,346,000, respectively.

# NOTE 4.
 AVAILABLE-FOR-SALE SECURITIES (in thousands)

The
amortized cost, gross unrealized gains, gross unrealized losses and fair value of
investment securities, all of which are classified as available-for-sale as of
December 31, are as follows:

|2003                              | Amortized
Cost | Gross
Unrealized
Gains | Gross
Unrealized
Losses | Fair
Value
|--------------------------------- | -------------- | ---------------------- | ----------------------- | ----------
|
|U S government securities         |                |                        | $                       | 23,814    
|Mortgage-backed securities        |                |                        |                         | 42,695    
|States and political subdivisions |                |                        |                         | 30,837    
|Other                             |                |                        |                         | 4,158     
|                                  |                |                        |                         |           
|Total                             |                |                        | $                       | 101,504   
|                                  |                |                        |                         |           
|                                  |                |                       
|2002                              |                |                        |                         |           
|U S government securities         |                |                        | $                       | 13,395    
|Mortgage-backed securities        |                |                        |                         | 41,519    
|States and political subdivisions |                |                        |                         | 20,191    
|Other                             |                |                        |                         | 3,192     
|                                  |                |                        |                         |           
|Total                             |                |                        | $                       | 78,297    
|                                  |                |                        |                         |           

Investment
securities with carrying values of approximately $85.1 million and $74.7 million at
December 31, 2003 and 2002, respectively, were pledged to secure borrowing arrangements
disclosed in notes 9 and 10 or for other purposes as required or permitted by law.

The
amortized cost and fair value of available-for-sale securities by contractual maturity at
December 31, 2003 is shown below. Expected maturities will differ from contractual
maturities because issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.

|                                       |  |  |   | Amortized |  |   | Fair    | 
|-------------------------------------- |  |  | - | --------- |  | - | ------- | 
|                                       |  |  |   | Cost      |  |   | Value   | 
|                                       |  |  |   |          
|Due in one year or less                |  |  | $ | 13,985    |  | $ | 14,079  | 
|Due after one year through five years  |  |  |   | 35,562    |  |   | 36,130  | 
|Due after five years through ten years |  |  |   | 8,435     |  |   | 9,137   | 
|Due after ten years                    |  |  |   | 827       |  |   | 1,029   | 
|                                       |  |  |   |          
|                                       |  | 
|Subtotal                               |  |  |   | 58,809    |  |   | 60,375  | 
|Mortgage-backed securities             |  |  |   | 42,695    |  |   | 43,020  | 
|                                       |  |  |   |          
|                                       |  | 
|Total                                  |  |  | $ | 101,504   |  | $ | 103,395 | 
|                                       |  |  |   |          

-10-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

The gross gains and gross losses
realized on sales for the years ended December 31 are as follows:

|                              |  |  |   | 2003 |   |   | 2002 |   |   | 2001 |  
|----------------------------- |  |  | - | ---- | - | - | ---- | - | - | ---- | -
|                              |  |  |   |      |   |  
|Gross realized gains          |  |  | $ | 239  |   | $ | 82   |   | $ | 301  |  
|Gross realized losses         |  |  |   | (3   | ) |   | (2   | ) |   | (1   | )
|                              |  |  |   |      |   |  
|                              |  | 
|Net realized gain on sales of |  | 
|available-for-sale securities |  |  | $ | 236  |   | $ | 80   |   | $ | 300  |  
|                              |  |  |   |      |   |  

# NOTE 5.  LOANS AND
ALLOWANCE FOR LOAN LOSSES (in thousands)

Major loan classifications at
December 31, are as follows:

|                        |  |  |   | 2003    |  |   | 2002    | 
|----------------------- |  |  | - | ------- |  | - | ------- | 
|                        |  |  |   |        
|Commercial real estate  |  |  | $ | 196,147 |  | $ | 209,174 | 
|Residential real estate |  |  |   | 82,524  |  |   | 65,322  | 
|Commercial              |  |  |   | 48,866  |  |   | 49,913  | 
|Consumer                |  |  |   | 36,028  |  |   | 53,158  | 
|                        |  |  |   |        
|                        |  | 
|Total loans             |  |  | $ | 363,565 |  | $ | 377,567 | 
|                        |  |  |   |        

The following is an analysis of
changes in the allowance for loan losses for the years ended December 31:

|                           |  |  |   | 2003   |   |   | 2002   |   |   | 2001   |  
|-------------------------- |  |  | - | ------ | - | - | ------ | - | - | ------ | -
|                           |  |  |   |        |   |  
|Balance, beginning of year |  |  | $ | 8,398  |   | $ | 6,983  |   | $ | 4,874  |  
|                           |  | 
|Provision for loan losses  |  |  |   | 625    |   |   | 4,070  |   |   | 3,025  |  
|Recoveries                 |  |  |   | 603    |   |   | 272    |   |   | 263    |  
|Loans charged off          |  |  |   | (1,236 | ) |   | (2,927 | ) |   | (1,179 | )
|                           |  |  |   |        |   |  
|Balance, end of year       |  |  | $ | 8,390  |   | $ | 8,398  |   | $ | 6,983  |  
|                           |  |  |   |        |   |  

The following is a summary of
information pertaining to impaired loans as of December 31:

|                                              |  |  |   | 2003   |  |   | 2002   | 
|--------------------------------------------- |  |  | - | ------ |  | - | ------ | 
|                                              |  |  |   |       
|Impaired loans without a valuation allowance  |  |  | $ | 4,250  |  | $ | 14,546 | 
|Impaired loans with a valuation allowance     |  |  |   | 8,743  |  |   | 11,639 | 
|                                              |  |  |   |       
|Total impaired loans                          |  |  |   | 12,993 |  | $ | 26,185 | 
|                                              |  | 
|Valuation allowance related to impaired loans |  |  | $ | 2,551  |  | $ | 3,149  | 
|Total non-accrual loans                       |  |  | $ | 466    |  | $ | 8,290  | 
|Total loans past due ninety days or more and  |  | 
|still accruing                                |  |  | $ | 94     |  | $ | 1,018  | 

-11-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

The following is a summary of
information pertaining to impaired loans for the years ended December 31:

|                                                             |  |  |   | 2003   |  |   | 2002   |  |   | 2001  | 
|------------------------------------------------------------ |  |  | - | ------ |  | - | ------ |  | - | ----- | 
|                                                             |  |  |   |        |  |  
|Average investment in impaired loans                         |  |  | $ | 17,962 |  | $ | 27,577 |  | $ | 8,731 | 
|                                                             |  | 
|Interest income recognized on impaired loans                 |  |  | $ | 1,048  |  | $ | 2,208  |  | $ | 580   | 
|                                                             |  | 
|Interest income recognized on a cash basis on impaired loans |  |  |   | -      |  | $ | 4      |  |   | -     | 

No additional funds are committed to
be advanced in connection with impaired loans.

# NOTE 6.  PREMISES AND
EQUIPMENT (in thousands)

A summary of premises and equipment
at December 31 follows:

|                              |  |  |   | 2003   |  |   | 2002   | 
|----------------------------- |  |  | - | ------ |  | - | ------ | 
|                              |  |  |   |       
|Land                          |  |  | $ | 3,466  |  | $ | 3,158  | 
|Building and improvements     |  |  |   | 11,979 |  |   | 12,263 | 
|Furniture and equipment       |  |  |   | 7,119  |  |   | 6,702  | 
|                              |  |  |   |       
|Total premises and equipment  |  |  |   | 22,564 |  |   | 22,123 | 
|                              |  | 
|Less accumulated depreciation |  |  |   | 8,136  |  |   | 7,113  | 
|                              |  |  |   |       
|Premises and equipment, net   |  |  | $ | 14,428 |  | $ | 15,010 | 
|                              |  |  |   |       

Depreciation expense was $1.1
million, $ 1.0 million and $ 1.0 million for each of the years ending December 31, 2003,
2002 and 2001.

# NOTE 7. SERVICING (in
thousands)

The
mortgage servicing rights, MSR, value is a present value of the future income
stream attained from mortgage servicing fees, ancillary income from processing mortgage
related payments, delinquency effects and overnight income of processing,
float. The value is the sum of the present value of these future income
streams, which is impacted by assumptions on prepayment or decay rates, mortgage
classifications and the applied discount rate.

The
process is to classify the serviced mortgages into groups based on maturity, payment
terms, seasoning and interest rate. The result is a series of mortgage pools with
homogeneous characteristics, which are then subjected to appropriate prepayment speeds to
derive a future stream of expected cash flows for each pool. The current industry accepted
rate is used to discount the future cash flows. The sum of the present value of each pool
is the mortgage servicing portion of the valuation. The Bank employs an independent third
party to determine the fair value of the mortgage servicing rights.

Loans
serviced for others are not included on the accompanying consolidated balance sheets. The
unpaid principal balances of mortgage and other loans serviced for others were $257
million and $263 million at December 31, 2003 and 2002, respectively.

-12-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

The
balance of capitalized servicing rights, net of valuation allowance, included in other
assets at December 31, 2003 and 2002, was $2.4 million and $2.5 million respectively. The
fair value of these rights was $2.4 million and $2.5 million, respectively. The fair value
of servicing rights was determined using a discount rate of 7.25 percent and prepayment
speeds ranging from 10.5 percent to 20.1 percent.

The
following table summarizes mortgage servicing rights capitalized and amortized, along with
the aggregate activity in related valuation allowances:

|                                      |  |  |   | 2003    |   |   | 2002    |   |   | 2001  | 
|------------------------------------- |  |  | - | ------- | - | - | ------- | - | - | ----- | 
|                                      |  |  |   |         |   |  
|Mortgage servicing rights capitalized |  |  | $ | 1,447   |   | $ | 1,758   |   | $ | 1,162 | 
|                                      |  |  |   |         |   |  
|                                      |  | 
|Mortgage servicing rights amortized   |  |  | $ | 1,754   |   | $ | 940     |   | $ | 445   | 
|                                      |  |  |   |         |   |  
|                                      |  | 
|Valuation Allowances:                 |  | 
|Balance at beginning or year          |  |  |   | ($  233 | ) | $ | -       |   | $ | -     | 
|                                     
|Net change in valuation allowance     |  |  |   | 146     |   |   | (233    | ) |   | -     | 
|                                      |  |  |   |         |   |  
|Balance at end of year                |  |  |   | ($   87 | ) |   | ($  233 | ) | $ | -     | 
|                                      |  |  |   |         |   |  

# NOTE 8.  DEPOSITS
(dollars in thousands)

Deposits at year-end were as follows:

|                                        |  |  |   | 2003    |  |   | 2002    | 
|--------------------------------------- |  |  | - | ------- |  | - | ------- | 
|                                        |  |  |   |        
|Noninterest-bearing demand              |  |  | $ | 49,814  |  | $ | 52,622  | 
|Interest-bearing checking               |  |  |   | 48,285  |  |   | 41,874  | 
|Money market                            |  |  |   | 51,129  |  |   | 53,113  | 
|Savings                                 |  |  |   | 51,782  |  |   | 45,758  | 
|Certificates of deposit, under $100,000 |  |  |   | 92,046  |  |   | 106,515 | 
|Certificates of deposit, over $100,000  |  |  |   | 78,008  |  |   | 97,530  | 
|                                        |  |  |   |        
|                                        |  | 
|Total deposits                          |  |  | $ | 371,064 |  | $ | 397,412 | 
|                                        |  |  |   |        

At December 31, 2003, scheduled
maturities of certificates of deposit are as follows:

|2004                |  |  | $ | 91,586  | 
|------------------- |  |  | - | ------- | 
|2005                |  |  |   | 39,646  | 
|2006                |  |  |   | 15,498  | 
|2007                |  |  |   | 15,562  | 
|2008                |  |  |   | 4,647   | 
|2009                |  |  |   | 2,048   | 
|2010                |  |  |   | 1,067   | 
|                    |  | 
|Total time deposits |  |  | $ | 170,054 | 
|                    |  | 

Brokered
deposits, which are included in certificates of deposit, over $100,000 totaled
approximately $47.4 million and $53.3 million at December 31, 2003 and 2002.

-13-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 9.  SECURITIES SOLD
UNDER AGREEMENTS TO REPURCHASE

Securities
sold under agreements to repurchase at December 31, 2003 and 2002 mature
within one day from the transaction date and have an average interest
rate of 0.99% and 1.63%, respectively. The U.S. government agency securities
underlying the agreements have a carrying value and a fair value of approximately
$61.5 million and $56.7 million at December 31, 2003 and 2002, respectively. Such
securities remain under the control of the Bank.

The
maximum amount of repurchase borrowings outstanding at any month end during the years
ended December 31, 2003 and 2002 was $58.6 million and $50.9 million,
respectively; the daily average balance was $47.1 million and $43.1 million, respectively.

# NOTE 10.  FEDERAL HOME
LOAN ADVANCES  (in thousands)

Each
advance is payable at its maturity date, and is subject to a prepayment fee if paid prior
to the maturity date. Advances with put options held by the Federal Home Loan Bank
amounted to $16.8 million at December 31, 2003 and 2002. At December 31, 2003, the Federal
Home Loan Bank borrowings were collateralized by specific 1 to 4 family residential
mortgage loans with a carrying value of approximately $28.8 million and U.S. government
agency securities with a carrying value of approximately $17.9 million. At December 31,
2002, the Federal Home Loan Bank borrowings were collateralized by blanket lien on all
qualified 1-to-4 family whole mortgage loans with a carrying value of approximately $16.5
million and U.S. government agency securities with a carrying value of approximately $22.9
million. The average interest rate was 5.29% and 5.38%, for 2003 and 2002, respectively.

The
Federal Home Loan Bank advances at December 31, 2003 and their contractual maturities are
as follows:

|            |  |  |   | Balance |  |  | Rates         | 
|----------- |  |  | - | ------- |  |  | ------------- | 
|Due in 2004 |  |  | $ | 10,200  |  |  | 3.69% - 5.07% | 
|Due in 2005 |  |  |   | 3,000   |  |  | 3.93% - 5.74% | 
|Due in 2006 |  |  |   | 2,000   |  |  | 5.03%         | 
|Due in 2007 |  |  |   | 1,000   |  |  | 5.97%         | 
|Due in 2010 |  |  |   | 16,800  |  |  | 5.99%         | 
|            |  | 
|            |  |  | $ | 33,000  | 
|            |  | 

# NOTE 11.  FEDERAL INCOME
TAXES  (in thousands)

The provision for federal income
taxes for the years ended December 31 consists of:

|                           |  |  |   | 2003  |  |   | 2002  |   |   | 2001  |  
|-------------------------- |  |  | - | ----- |  | - | ----- | - | - | ----- | -
|                           |  |  |   |       |  |  
|Current                    |  |  | $ | 1,256 |  | $ | 1,983 |   | $ | 2,549 |  
|Deferred expense (benefit) |  |  |   | 308   |  |   | (493  | ) |   | (905  | )
|                           |  |  |   |       |  |  
|                           |  | 
|Federal income tax expense |  |  | $ | 1,564 |  | $ | 1,490 |   | $ | 1,644 |  
|                           |  |  |   |       |  |  

A
reconciliation between federal income tax expense and the amount computed by applying the
statutory federal income tax rate of 34% to income before taxes for the years ended
December 31, is as follows:

-14-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

|                                     |  |  |   | 2003  |   |   | 2002  |   |   | 2001  |  
|------------------------------------ |  |  | - | ----- | - | - | ----- | - | - | ----- | -
|                                     |  |  |   |       |   |  
|Statutory rate applied to income     |  | 
|before income taxes                  |  |  | $ | 1,946 |   | $ | 1,791 |   | $ | 2,604 |  
|Effect of tax-exempt interest income |  |  |   | (327  | ) |   | (337  | ) |   | (407  | )
|Change in valuation allowance        |  |  |   | -     |   |   | -     |   |   | (439  | )
|Other - net                          |  |  |   | (55   | ) |   | 36    |   |   | (114  | )
|                                     |  |  |   |       |   |  
|                                     |  | 
|Federal income tax expense           |  |  | $ | 1,564 |   | $ | 1,490 |   | $ | 1,644 |  
|                                     |  |  |   |       |   |  

The net deferred income tax asset
recorded includes the following amounts of deferred tax assets and liabilities:

|                                                 |  |  |   | 2003   |   |   | 2002   |  
|------------------------------------------------ |  |  | - | ------ | - | - | ------ | -
|                                                 |  |  |   |       
|Deferred tax assets                              |  | 
|Allowance for loan losses                        |  |  | $ | 2,665  |   | $ | 2,614  |  
|Deferred compensation plan                       |  |  |   | 477    |   |   | 507    |  
|Deferred loan fees                               |  |  |   | 84     |   |   | 85     |  
|Non-accrual interest                             |  |  |   | 1      |   |   | 255    |  
|Other                                            |  |  |   | 42     |   |   | 109    |  
|                                                 |  |  |   |       
|                                                 |  | 
|Total deferred tax assets                        |  |  |   | 3,269  |   |   | 3,570  |  
|                                                 |  |  |   |       
|                                                 |  | 
|Deferred tax liabilities                         |  | 
|Depreciation                                     |  |  |   | (439   | ) |   | (384   | )
|Discount accretion                               |  |  |   | (37    | ) |   | (35    | )
|Unrealized gain on securities available for sale |  |  |   | (643   | ) |   | (960   | )
|Loan servicing rights                            |  |  |   | (805   | ) |   | (855   | )
|                                                 |  |  |   |       
|                                                 |  | 
|Total deferred tax liabilities                   |  |  |   | (1,924 | ) |   | (2,234 | )
|                                                 |  |  |   |       
|                                                 |  | 
|Net deferred tax asset                           |  |  | $ | 1,345  |   | $ | 1,336  |  
|                                                 |  |  |   |       

# NOTE 12.  RELATED PARTY
TRANSACTIONS

Certain
directors, executive officers and their related interests were loan customers of the Bank.
All such loans were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions and do not
represent more than a normal risk of collectibility or present other unfavorable features.
The total loans outstanding to these customers aggregated approximately $6.6 million and
$11.9 million at December 31, 2003 and 2002, respectively; new loans and repayments during
2003 were approximately $5.4 million and $10.7 million, respectively.

# NOTE 13.  OFF-BALANCE
SHEET ACTIVITIES (in thousands)

The
Bank is a party to credit related financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit, standby letters of credit and commercial
letters of credit. Such commitments involve to varying degrees elements of credit and
interest rate risk in excess of the amount recognized in the consolidated balance sheets.
The Bank follows the same credit policy to make such commitments, including collateral as
is followed for those loans recorded in the consolidated financial statements; no
significant losses are anticipated as a result of these commitments.

-15-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

The
Banks exposure to credit loss is represented by the contractual amount of these
commitments. The Bank follows the same credit policies in making commitments as it does
for on-balance-sheet instruments.

At
December 31, 2003 and 2002, the following financial instruments were outstanding whose
contract amounts represent credit risk:

|                                                                | Contract Amount
|--------------------------------------------------------------- | ---------------
|
|
|
|Commitments to grant loans                                      |                
|Unfunded commitments under commercial and other lines of credit |                
|Unfunded commitments under home equity lines of credit          |                
|Commercial and standby letters of credit                        |                

Commitments
to extend credit are agreements to lend to a customer as long as there is no violation of
any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. The commitments for
equity lines of credit may expire without being drawn upon. Therefore, the total
commitment amounts do not necessarily represent future cash requirements. The amount of
collateral obtained, if it is deemed necessary by the Bank, is based on managements
credit evaluation of the customer.

Unfunded
commitments under commercial lines-of-credit, revolving credit lines and overdraft
protection agreements are commitments for possible future extensions of credit to
existing customers. These lines-of-credit usually do not contain a specified maturity
date and may not be drawn upon to the total extent to which the Bank is committed; a
portion are unsecured.

Commercial
and standby letters-of-credit are conditional commitments issued by the Bank to guarantee
the performance of a customer to a third party. Those letters-of-credit are primarily
issued to support public and private borrowing arrangements. Essentially all letters of
credit issued have expiration dates within one year. The credit risk involved in issuing
letters-of-credit is essentially the same as that involved in extending loan facilities to
customers. The Bank generally holds collateral supporting those commitments if deemed
necessary.

# NOTE 14.  REGULATORY
MATTERS (dollars in thousands)

The
Corporation (on a consolidated basis) and the Bank are subject to various regulatory
capital requirements administered by its primary regulator, the FRB. Failure to meet
minimum capital requirements can initiate certain mandatory and possibly additional
discretionary actions by the FRB that, if undertaken, could have a direct material effect
on the Corporations and the Banks financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Corporation and
the Bank must meet specific capital guidelines that involve quantitative measures of the
their assets, liabilities, capital and certain off-balance-sheet items as defined in the
regulations and calculated under regulatory accounting practices. The capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors. Prompt corrective action provisions are not
applicable to bank holding companies.

Quantitative
measurements established by regulation to ensure capital adequacy require the Corporation
and the Bank to maintain minimum amounts and ratios (set forth in the following table) of
total capital and Tier 1 capital to risk weighted assets and Tier 1 capital to average
assets. Management believes, as of December 31, 2003, that the Corporation and
the Bank meet all capital adequacy requirements to which they are subject. As of December
31, 2003 the most recent notification from the FRB categorized the Bank as well
capitalized under the regulatory framework for prompt corrective action. To be categorized
as well capitalized, the Bank must maintain minimum total risk-based, Tier 1 risk-based,
and Tier 1 leverage ratios as set forth in the following table. There are no conditions or
events since the most recent notification that management believes has changed the
Banks category. The Corporations and the Banks actual capital amounts
and ratios as of December 31, 2003 and 2002 are also presented in the table.

-16-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

|                                         | Actual | Minimum Capital
Requirement | Minimum to be well
Capitalized Under
Prompt Corrective
Action Provisions
|---------------------------------------- | ------ | --------------------------- | ------------------------------------------------------------------------
|
|As of December 31, 2003                  |        |                             |                                                                         
|Total capital (to risk weighted assets)  |        |                            
|Consolidated                             |        |                             | $                                                                       
|Bank                                     |        |                             |                                                                         
|Tier 1 capital (to risk weighted assets) |        |                            
|Consolidated                             |        |                             |                                                                         
|Bank                                     |        |                             |                                                                         
|Tier 1 capital (to                       |        |                            
|average assets)                          |        |                            
|Consolidated                             |        |                             |                                                                         
|Bank                                     |        |                             |                                                                         
|                                         |        |                            
|As of December 31, 2002                  |        |                            
|Total capital (to risk weighted assets)  |        |                            
|Consolidated                             |        |                             | $                                                                       
|Bank                                     |        |                             |                                                                         
|Tier 1 capital (to risk weighted assets) |        |                            
|Consolidated                             |        |                             |                                                                         
|Bank                                     |        |                             |                                                                         
|Tier 1 capital (to average assets)       |        |                            
|Consolidated                             |        |                             |                                                                         
|Bank                                     |        |                             |                                                                         

The
Bank is also subject to limitations under the Federal Reserve Act on the amount of loans
or advances that can be extended to the Corporation and dividends that can be paid to the
Corporation. Loans or advances are limited to 10 percent of the Banks capital stock
and surplus on a secured basis. Generally, approval is needed if total dividends declared
in any calendar year exceed the retained net profit (as defined in the Federal
Reserve Act) of that year plus the retained net profit of the preceding two
years. In addition, dividends paid by the Bank to the Corporation would be prohibited if
the effect thereof would cause the Banks capital to be reduced below applicable
minimum capital requirements. At January 1,2004, the corporations subsidiary bank,
without obtaining prior governmental approvals, could declare aggregate dividends of
approximately $5.4 million from retained net profits of the proceeding two years, plus an
amount approximately equal to the net profits (as measured under current regulations), if
any, earned for the period from January 1, 2004 through the date of declaration.

-17-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

On
October 16, 2003, OAK Financial Corporation and Byron Center State Bank were released from
the written agreement that was entered into on October 4, 2002 with the Federal Reserve
Bank of Chicago and the Michigan Office of Financial and Insurance Services. Release from
the written agreement followed managements compliance with all of the provisions of
the written agreement.

# NOTE 15.  EMPLOYEE
BENEFIT PLANS AND POST RETIREMENT BENEFITS

The
Corporation maintains a 401(k) covering substantially all employees. The Corporation
matches employee contributions to the 401(k) up to a maximum of 4% of employees
eligible wages.

The
Corporation maintains a Profit Sharing Plan covering substantially all employees. The
Corporations contribution to the profit sharing plan is based on defined performance
targets established annually by the board of directors.

The
ESOP plan was terminated in the fourth quarter of 2003. The shares allocated to
participants became fully vested as of the termination date. The ESOP returned the 5,589
unallocated shares to the Corporation to satisfy the remaining unpaid loan balance. The
Corporation maintained an internally leveraged Employee Stock Ownership Plan (ESOP)
covering substantially all employees. The Corporation made annual contributions equal to
at least the ESOPs debt service less dividends received by the ESOP. The original
loan has been repaid. The dividends on the allocated shares were distributed to
participants and the dividends on the unallocated shares were used to pay debt service.
The ESOP shares initially were pledged as collateral for its debt. As the debt was repaid,
prior to the termination of the plan, shares were released from collateral and allocated
to active participants. The shares pledged as collateral were reported as unallocated
common stock held by the ESOP in the equity section of the balance sheet. As shares were
released they became outstanding for earnings per share computations.

The ESOP shares as of December 31,
were as follows:

|                               |  |  |  | 2003  |  |  | 2002   |  |  | 2001   | 
|------------------------------ |  |  |  | ----- |  |  | ------ |  |  | ------ | 
|                               |  |  |  |       |  | 
|Allocated Shares               |  |  |  | 4,411 |  |  | 3,475  |  |  | 2,547  | 
|Shares released for allocation |  |  |  | -     |  |  | 936    |  |  | 928    | 
|Unreleased Shares              |  |  |  | -     |  |  | 5,589  |  |  | 6,525  | 
|                               |  |  |  |       |  | 
|Total ESOP Shares              |  |  |  | 4,411 |  |  | 10,000 |  |  | 10,000 | 
|                               |  |  |  |       |  | 

The
total Corporation contributions to the 401(k) match, profit sharing plan and ESOP were
$301,000, $316,000 and $345,000 for 2003, 2002 and 2001, respectively.

Deferred
Compensation: The Bank adopted deferred compensation plans for all directors who wish to
participate. The cost of the plan was $(142,000), $175,000 and $197,000 in 2003, 2002 and
2001, respectively. The credit to expense in 2003 reflects a decrease in the benefit
obligation resulting from the reduction in benefits payable to a former director as
prescribed by the plan. The accrued benefit obligation for this plan was $1,402,000 and
$1,490,000 as of December 31, 2003 and 2002, respectively, and is included in
other liabilities. The Bank has purchased life insurance policies on participating
directors.

# NOTE 16.  STOCK OPTIONS

The
Corporation maintains stock option plans for non-employee directors (the Directors
Plan) and employees and officers of the Corporation and its subsidiary (the
Employees Plan). The stock compensation plans were established in 1999, and
authorize the issue of up to 165,000 options under the Employees Plan and up to
35,000 options under the Directors Plan.

-18-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

Options
under both plans become exercisable after the first anniversary of the award date. The
option exercise price is at least 100% of the market value of the common stock at the
grant date. No options were awarded during 2003. During 2002, 14,747 options were awarded
with an exercise price of $44.50 per share.

The
following tables summarize information about stock option transactions:

|                               | 2003 |  | 2002 |        | 2001
|------------------------------ | ---- |  | ---- | ------ | ----
|
|
|                               |      |  |      |        |     
|Outstanding, beginning of year |      |  |      | 44,130 |     
|                               |      | 
|Granted                        |      |  |      | -      |     
|                               |      | 
|Exercised                      |      |  |      | -      |     
|                               |      | 
|Forfeited/expired              |      |  |      | (7,000 | )   
|                               |      |  |      |        |     
|Outstanding, end of year       |      |  |      | 37,130 |     
|                               |      |  |      |        |     
|Exercisable, end of year       |      |  |      | 37,130 |     
|                               |      |  |      |        |     

|Exercise
Price | Number
Outstanding
December 31, 2003 | Weighted Average
Remaining
Contractual Life | Number of
Options
Exercisable
December 31, 2003 | Weighted Average
Exercise Price
December 31, 2003
|-------------- | ------------------------------------ | ------------------------------------------- | ----------------------------------------------- | -------------------------------------------------
|               |                                      |                                             |                                                 |                                                  
|$44.50         |                                      |                                             | 11,900                                          |                                                  
|$50.00         |                                      |                                             | 16,958                                          |                                                  
|$55.00         |                                      |                                             | 8,272                                           |                                                  
|               |                                      |                                             |                                                 |                                                  
|Total          |                                      |                                             | 37,130                                          |                                                  
|               |                                      |                                             |                                                 |                                                  

All options
expire 10 years after the date of the grant; 137,113 shares are reserved for future
issuance under the Stock Compensation Plan and 25,000 shares are reserved for future
issuance under the Stock Option Plan for non-employee directors.

# NOTE 17.  EARNINGS PER
SHARE (in thousands, except earnings per share)

A
reconciliation of basic and diluted earnings per share for the years ended December 31,
follows:

|                                                 |  |  |   | 2003  |  |   | 2002  |  |   | 2001  | 
|------------------------------------------------ |  |  | - | ----- |  | - | ----- |  | - | ----- | 
|                                                 |  |  |   |       |  |  
|Net income                                       |  |  | $ | 4,158 |  | $ | 3,778 |  | $ | 6,016 | 
|                                                 |  |  |   |       |  |  
|Average common shares outstanding                |  |  |   | 2,035 |  |   | 2,034 |  |   | 2,035 | 
|Assumed exercise of dilutive stock options       |  |  |   | -     |  |   | -     |  |   | -     | 
|                                                 |  |  |   |       |  |  
|Average common shares outstanding, including the |  |  |   | 2,035 |  |   | 2,034 |  |   | 2,035 | 
|assumed exercise of dilutive stock options       |  | 
|                                                 |  |  |   |       |  |  
|Net income per share:                            |  | 
|Basic                                            |  |  | $ | 2.04  |  | $ | 1.86  |  | $ | 2.96  | 
|Diluted                                          |  |  | $ | 2.04  |  | $ | 1.86  |  | $ | 2.96  | 

-19-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# NOTE 18.  FAIR VALUES OF
FINANCIAL INSTRUMENTS (in thousands)

The
carrying amount and estimated fair values of financial instruments at December 31, are as
follows:

|                                       | 2003 | 2002
|-------------------------------------- | ---- | ----
|                                      
|                                       |      |     
|                                       |      |     
|Financial assets                       |      |     
|Cash and cash equivalents              |      |     
|Available-for-sale securities          |      |     
|Loans receivable, net                  |      |     
|Loans held for sale                    |      |     
|Accrued interest receivable            |      |     
|Restricted investments                 |      |     
|                                       |      |     
|Financial liabilities                  |      |     
|Deposits                               |      |     
|FHLB advances and other borrowed funds |      |     
|Securities sold under agreements to    |      |     
|repurchase and federal funds purchased |      |     
|Other liabilities                      |      |     

Carrying
amount is the estimated fair value of cash and cash equivalents, accrued interest
receivable and payable, restricted investments, demand deposits, short-term borrowings,
and variable rate loans or deposits that reprice frequently and fully. Security fair
values are based on market prices or dealer quotes, and if no such information is
available, on the rate and term of security and information about the issuer. For fixed
rate loans or deposits and for variable rate loans or deposits with infrequent repricing
or repricing limits, fair value is based on discounted cash flows using current market
rates applied to the estimated life and credit risk. Fair values for impaired loans are
estimated using discounted cash flow analysis or underlying collateral values. Fair value
of loans held for sale is based on market quotes. Fair value of debt is based on current
rates for similar financing.

# NOTE 19.  O.A.K.
FINANCIAL CORPORATION (PARENT COMPANY ONLY) CONDENSED FINANCIAL INFORMATION (in thousands)

The
following summarizes parent company only condensed balance sheets as of December 31, 2003
and 2002 and the related condensed statements of income and cash flows for each of the
three years in the period ended December 31, 2003, 2002 and 2001:

# Condensed Balance
Sheets

|                                           |  |  |   | 2003   |  |   | 2002   | 
|------------------------------------------ |  |  | - | ------ |  | - | ------ | 
|                                           |  |  |   |       
|Assets                                     |  | 
|Cash                                       |  |  | $ | 253    |  | $ | 109    | 
|Investment in subsidiary                   |  |  |   | 54,318 |  |   | 51,980 | 
|Available-for-sale securities              |  |  |   | 590    |  |   | 907    | 
|                                           |  |  |   |       
|                                           |  | 
|Total assets                               |  |  | $ | 55,161 |  | $ | 52,996 | 
|                                           |  |  |   |       
|                                           |  | 
|Other borrowed funds                       |  |  | $ | -      |  | $ | 326    | 
|Other liabilities                          |  |  |   | 81     |  |   | 64     | 
|Stockholders' equity                       |  |  |   | 55,080 |  |   | 52,606 | 
|                                           |  |  |   |       
|                                           |  | 
|Total liabilities and stockholders' equity |  |  | $ | 55,161 |  | $ | 52,996 | 
|                                           |  |  |   |       

-20-

---



|O.A.K. FINANCIAL CORPORATIONAND SUBSIDIARY | NOTES TO CONSOLIDATEDFINANCIAL
STATEMENTS
|------------------------------------------ | -----------------------------------------
|                                          

# Condensed Statements
of Income

|                                              |  |  |   | 2003  |  |   | 2002  |   |   | 2001  | 
|--------------------------------------------- |  |  | - | ----- |  | - | ----- | - | - | ----- | 
|                                              |  |  |   |       |  |  
|Income                                        |  | 
|Dividends from subsidiary                     |  |  | $ | 1,133 |  | $ | 1,480 |   | $ | 1,972 | 
|Interest from available-for-sale securities . |  |  |   | 33    |  |   | 30    |   |   | 21    | 
|Net realized gain on sale of                  |  | 
|available-for-sale securities                 |  |  |   | 138   |  |   | 41    |   |   | 204   | 
|                                              |  |  |   |       |  |  
|                                              |  | 
|Total income                                  |  |  |   | 1,304 |  |   | 1,551 |   |   | 2,197 | 
|                                              |  | 
|Other expenses                                |  |  |   | 150   |  |   | 193   |   |   | 92    | 
|                                              |  |  |   |       |  |  
|Income before income taxes and equity in      |  | 
|undistributed net income of subsidiary        |  |  |   | 1,154 |  |   | 1,358 |   |   | 2,105 | 
|Applicable income tax provision (benefit)     |  |  |   | 7     |  |   | (42   | ) |   | 45    | 
|                                              |  |  |   |       |  |  
|                                              |  |  |   | 1,161 |  |   | 1,400 |   |   | 2,060 | 
|                                              |  | 
|Equity in undistributed net income of         |  | 
|subsidiary                                    |  |  |   | 3,011 |  |   | 2,378 |   |   | 3,956 | 
|                                              |  |  |   |       |  |  
|                                              |  | 
|Net income                                    |  |  | $ | 4,158 |  | $ | 3,778 |   | $ | 6,016 | 
|                                              |  |  |   |       |  |  

# Condensed Statements
of Cash Flows

|                                             |  |  |   | 2003   |   |   | 2002   |   |   | 2001   |  
|-------------------------------------------- |  |  | - | ------ | - | - | ------ | - | - | ------ | -
|                                             |  |  |   |        |   |  
|Cash flows from operating activities         |  | 
|Net income                                   |  |  | $ | 4,158  |   | $ | 3,778  |   | $ | 6,016  |  
|                                             |  | 
|Adjustments to reconcile net income          |  | 
|to net cash provided by operating activities |  | 
|Net gain on available-for-sale securities    |  |  |   | (138   | ) |   | (41    | ) |   | (205   | )
|Undistributed earnings of subsidiary         |  |  |   | (3,011 | ) |   | (2,420 | ) |   | (3,911 | )
|Changes in other liabilities                 |  |  |   | 3      |   |   | 31     |   |   | (32    | )
|                                             |  |  |   |        |   |  
|                                             |  | 
|Net cash provided by operating activities    |  |  |   | 1,012  |   |   | 1,348  |   |   | 1,868  |  
|                                             |  |  |   |        |   |  
|                                             |  | 
|Cash flows from investing activities         |  | 
|Available-for-sale securities                |  | 
|Proceeds from sales                          |  |  |   | 511    |   |   | 151    |   |   | 709    |  
|Purchases                                    |  |  |   | -      |   |   | (90    | ) |   | (573   | )
|                                             |  |  |   |        |   |  
|                                             |  | 
|Net cash provided by investing               |  | 
|activities                                   |  |  |   | 511    |   |   | 61     |   |   | 136    |  
|                                             |  |  |   |        |   |  
|                                             |  | 
|Cash flows from financing activities         |  | 
|Repayment of long-term debt                  |  |  |   | (326   | ) |   | (46    | ) |   | (94    | )
|Proceeds from allocation of ESOP             |  |  |   | 47     |   |   | 48     |   |   | 60     |  
|Proceeds from common stock issued            |  |  |   | -      |   |   | 10     |   |   | -      |  
|Proceeds from stock options exercised        |  |  |   | -      |   |   | -      |   |   | 38     |  
|Dividends paid                               |  |  |   | (1,100 | ) |   | (1,458 | ) |   | (1,900 | )
|                                             |  |  |   |        |   |  
|                                             |  | 
|Net cash used in financing activities        |  |  |   | (1,379 | ) |   | (1,446 | ) |   | (1,896 | )
|                                             |  |  |   |        |   |  
|                                             |  | 
|Net (decrease) increase in cash and cash     |  | 
|equivalents                                  |  |  |   | 144    |   |   | (37    | ) |   | 108    |  
|                                             |  | 
|Cash and cash equivalents, beginning of year |  |  |   | 109    |   |   | 146    |   |   | 38     |  
|                                             |  |  |   |        |   |  
|                                             |  | 
|Cash and cash equivalents, end of year       |  |  | $ | 253    |   | $ | 109    |   | $ | 146    |  
|                                             |  |  |   |        |   |  

-21-

---



# SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to its annual report on Form 10-K to be signed on  its behalf by the undersigned, thereunto duly authorized, dated March 25,
2004.

| | O.A.K. FINANCIAL CORPORATION
/s/ Patrick K. Gill
Patrick K. Gill
President, Chief Executive Officer
(Principal Executive Officer)
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | /s/ James A. Luyk
James A. Luyk
Executive Vice President
(Chief Financial Officer)
| | -------------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
 persons on behalf of the Registrant and in the capacity on the dates indicated.

|Signature                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Date                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|/s/ Robert F. Dentzman*  

Robert F. Dentzman
/s/ Robert J. Deppe*     

Robert Deppe
/s/ Patrick K. Gill     

Patrick K. Gill
/s/ Norm J. Fifelski*    

Norman Fifelski
/s/ Dellvan J. Hoezee*   

Dellvan Hoezee
/s/ Grace O. Shearer*    

Grace O. Shearer
/s/ David G. Van Solkema*

David Van Solkema
/s/ James B. Meyer*      

James B. Meyer | March 25, 2004
March 25, 2004
March 25, 2004
March 25, 2004
March 25, 2004
March 25, 2004
March 25, 2004
March 25, 2004

*By:       
       Patrick K. Gill
       Attorney-In-Fact

-22-