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Exhibit 10.1




STURGIS FEDERAL SAVINGS BANK

DIRECTOR STOCK OPTION PLAN





	1.	 	Purpose.





     The purpose of the Director Stock Option Plan (the “Plan”) is to give
Directors (“Directors”) of STURGIS FEDERAL SAVINGS BANK, a Federal Capital
Stock Savings Bank (the “Bank”), an opportunity to acquire shares of the
common stock of the Bank (“Common Stock”), in order to provide an incentive
for Directors to continue to promote the best interests of the Bank and
enhance its long-term performance, and to provide an incentive for Directors
to join or remain with the Bank.




	2.	 	Administration.





     The Board of Directors of the Bank (the “Board”) will administer the Plan
and interpret, construe and implement its provisions. Because the principal
terms of all stock option grants are fixed herein, the Board will have no
discretion to determine who will receive options, the number of shares subject
to such options or any other principal term of the options, including the
exercise price and the periods within which the options may be exercised.




	3.	 	Awards Under the Plan.





     (a) Form. Awards under the Plan may be granted in the form of
Nonstatutory Stock
Options, as described in Section 4. Nonstatutory Stock Options shall be
referred to herein as
“Stock Options.”



     (b) Maximum Limitations. The aggregate number of shares of Common Stock
available for grant under the Plan is 7,000, subject to adjustment
pursuant to Section 7. Shares
of Common Stock issued pursuant to the Plan may be either authorized but
unissued shares or shares hereafter held in the treasury of the Bank. In the event that,
prior to the end of the period
during which Stock Options may be granted under the Plan, any Stock Option
under the Plan
expires unexercised or is terminated, surrendered or cancelled without
being exercised, in whole
or in part, for any reason, the number of shares theretofore subject to
such Stock Option or the
unexercised, terminated, forfeited or unearned portion thereof, shall be
added to the remaining
number of shares of Common Stock available for grant as a Stock Option
under the Plan.



     (c) Grants. Subject to the approval of the Plan at the 1995 annual
meeting of
shareholders, beginning on or after January 1, 1995, each Director shall
receive annually
immediately following the annual meeting of shareholders, a Stock Option
to acquire 200 shares
of Bank Common Stock. Such grants will be made immediately following the
first four annual
meetings held after January 1, 1995, and upon the fifth annual meeting,
any shares of common
stock remaining available for grant, due to adjustments pursuant to
Sections 3(b) or 7 hereof,
shall be granted pro rata among the then existing Directors.



     (d) Director. A “Director” is an individual who maintains his/her status
as a Director
of the Bank following the annual meeting of shareholders or is elected as
a Director of the Bank
at such meeting.



 









 






	4.	 	Stock Options.





          Every Stock Option granted pursuant to the Plan shall be subject to
the following:



     (a) Option Price. The option price of each Stock Option to purchase Common
Stock
shall be the closing price reported on the National Association of
Securities Dealers, Inc. Over
The Counter Bulletin Board on the day before grant.



     (b) Term of Options. No Stock Option shall be exercisable after the date
ten years
and one day from the date such Stock Option is granted.




	5.	 	Provisions Applicable to Stock Options.





     (a) Exercise. Stock Options shall be exercisable immediately upon
execution of a
Stock Option Agreement between the Bank and a Director.



     (b) Manner of Exercise of Options and Payment for Common Stock. Stock
Options
may be exercised by an optionee by giving written notice to the Secretary
of the Bank stating
the number of shares of Common Stock with respect to which the Stock
Option is being
exercised and tendering payment therefor. At the time that a Stock Option
is granted under the
Plan, or any part thereof, is exercised, payment for the Common Stock
issuable thereupon shall
be made in full in cash or by certified check or, in shares of Common
Stock of the Bank (the
number of such shares paid for each share subject to the Stock Option, or
part thereof, being
exercised shall be determined by dividing the option price by the fair
market value per share of
the Common Stock on the date of exercise.) As soon as reasonably possible
following such
exercise, a certificate representing shares of Common Stock purchased,
registered in the name
of the optionee, shall be delivered to the optionee.



     (c) Expiration.




     (1) Each Stock Option shall, unless sooner expired pursuant to
Section 5(C)(2)
or (3) below, expire on the date one day after the tenth anniversary
of the date of grant
thereof.




     (2) A Stock Option shall expire on the first to occur of the
applicable date set
forth in subparagraph (1) next above or the date which is 30 days
following the date that
the Director ceases being a Director for any reason other than death
or disability of the
Director.




     (3) If the Director ceases being a Director of the Bank by reason of
disability
or by reason of death, his or her Stock Options, if any, shall
expire on the first to occur
of the date set forth in subparagraph (1) of this Section 5(C) or 90
days from the date of
such cessation of Director status.




	6.	 	Transferability.





     No Stock Option may be transferred, assigned, pledged or hypothecated
(whether by



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operation of law or otherwise), except as provided by will or the applicable
laws of descent or distribution, and no Stock Option shall be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of a Stock Option or levy of
attachment or similar process upon the Stock Option not specifically permitted
herein shall be null and void and without effect. A Stock Option may be
exercised only by a Director during his or her lifetime, or pursuant to
Section 5(c)(3), by his or her estate or the person who acquires the right to
exercise such Stock Option upon his or her death by bequest or inheritance.




	7.	 	Adjustment Provisions.





     The aggregate number of shares of Common Stock with respect to which
Stock Options may be granted, the aggregate number of shares of Common Stock
subject to each outstanding Stock Option, and the option price per share of
each such Stock Option, may all be appropriately adjusted for any increase or
decrease in the number of shares of issued Common Stock resulting from a
subdivision or consolidation of shares whether through reorganization,
recapitalization, stock split-up, stock distribution or combination of shares,
or the payment of a share dividend or other increase or decrease in the number
of such shares outstanding effected without receipt of consideration by the
Bank. Adjustments under this Section 7 shall be made by the Board and approved
by a majority of shareholders present or represented at a meeting held in
accordance with the Bank’s By-laws.




	8.	 	Dissolution. Merger and Consolidation.





     Upon the dissolution or liquidation of the Bank, or upon a merger or
consolidation of the Bank in which the Bank is not the surviving corporation,
each Stock Option granted hereunder shall expire as of the effective date of
such transaction.




	9.	 	Effective Date and Conditions Subsequent to Effective Date.





     The Plan shall become effective on the date of the approval of the Plan by
a majority of the shareholders present or represented at the 1995 annual
meeting held in accordance with the Bank’s By-laws, and the Plan shall be null
and void and of no effect if such condition is not fulfilled, and in such event
each Stock Option granted hereunder shall, notwithstanding any of the preceding
provisions of the Plan, be null and void and of no effect.



     No grant or award shall be made under the Plan more than five years and
one month from the date of shareholder approval hereof; provided, however,
that the Plan and all Stock Options granted under the Plan prior to such date
shall remain in effect until they have been satisfied or terminated in
accordance with the terms of the respective grants or awards and the related
agreements.




	10.	 	Miscellaneous.





     (a) Legal and Other Requirements. The obligation of the Bank to sell and
deliver Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules and approvals. Certificates for shares of Common Stock
issued hereunder may be legended as required by the Office of Thrift
Supervision or Federal Deposit Insurance Corporation’s



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Regulations.




	 	(b)	 	No Obligation to Exercise Options. The granting of a Stock
Option shall impose no obligation upon an optionee to exercise such
Stock Option
	 
	 	(c)	 	Termination or Amendment of the Plan. The Board, without
further action on the part of the shareholders of the Bank, may from
time to time alter, amend or suspend the Plan or and Stock Option
granted hereunder or may at any time terminate the Plan, except that,
unless approved by the shareholders in accordance with Section 9 and
Section 7 hereof, it may not (i) change the total number of shares of
Common Stock available for grant under the Plan; (ii) extend the
duration of the Plan; (iii) increase the maximum term of Stock
Options; or (iv) change the option price of the Stock Options under
the Plan. No action taken by the Board under this Section may
materially and adversely affect any outstanding Stock Option without
the consent of the holder thereof. The foregoing notwithstanding,
the Plan may not be amended more than once every six months other
than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act or the rules thereunder.
	 
	 	(d)	 	Application of Funds. The proceeds received by the Bank from
the sale of Common Stock pursuant to Stock Options will be used for
general corporate purposes.
	 
	 	(e)	 	Withholding Taxes. Upon the exercise of any Stock Option, the
Bank shall have the right to require the optionee to remit to the
Bank an amount sufficient to satisfy all federal, state and local
withholding tax requirements prior to the delivery of any certificate
or certificates for shares of Common Stock.
	 
	 	(f)	 	Rights as a Shareholder. No optionee shall have any rights or
privileges as a shareholder unless and until certificates for shares
of Common Stock are issuable to him or her.
	 
	 	(g)	 	Fair Market Value. Whenever the fair market value of Common
Stock is to be determined under the Plan as of a given date, such
fair market value shall be:





	 	(I)	 	If the Common Stock is traded on the over-the-counter market the
average of the mean between the bid and asked price for the Common
Stock at the close of trading for the 10 consecutive trading days
immediately preceding such given date;
	 
	 	(II)	 	If the Common Stock is listed on a national securities
exchange, the average of the closing prices of the Common Stock on
the Composite Tape for the 10 consecutive trading days immediately
preceding such given date; and
	 
	 	(III)	 	If the Common Stock is neither traded on the
over-the-counter market nor listed on a national securities
exchange, the book value of the Common Stock as determined by
reference to the balance sheet of the Bank on the last day of
the first month preceding such given date.





	 	(h)	 	Notices. Every direction, revocation or notice authorized or
required by the Plan shall be deemed delivered to the Bank (a) on the
date it is personally delivered to the Secretary of the Bank at its
principal executive offices or (b) three business days after it is
sent by registered or certified mail, postage prepaid, addressed to
the Secretary at such offices; and shall be deemed delivered to an
optionee (a) on the date it is personally delivered to him or her, or
(b) three business days after it is sent by registered or certified
mail, postage prepaid, addressed to him or her at the last address
shown for him or her on the records of the Bank.








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(b) three business days after it is sent by registered or certified mail,
postage prepaid, addressed to him or her at the last address shown for him or
her on the records of the Bank.



     (i) Applicable Law. All questions pertaining to the validity,
construction and administration of the Plan and Stock Options granted
hereunder shall be determined in conformity with the laws of the United States
and the State of Michigan.



     (j) Elimination of Fractional Shares. If under any provision of the Plan
which requires a computation of the number of shares of Common Stock subject to
a Stock Option, the number so computed is not a whole number of shares of
Common Stock, such number of shares of Common Stock shall be rounded down to
the next whole number.



     (k) Exemption. It is intended that this Plan qualify under the exemption
found in the Securities and Exchange Commission Rule 16b-3 promulgated under
the Securities Exchange Act of 1934. Any provision or interpretation of this
Plan that is in contravention of that Rule shall be automatically altered so
as to bring the Plan in compliance with that Rule.



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