703699--3/26/2010--SOUTHERN_MICHIGAN_BANCORP

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Risks Related to Southern's Business The state of financial markets and the economy may adversely affect our sources of liquidity and capital. Restrictions on the Bank's ability to pay dividends subjects Southern to liquidity risk. The Bank is subject to liquidity risk in its operations, which could adversely affect its ability to fund various obligations If the Transaction Account Guaranty Program of the FDIC's Temporary Liquidity Guarantee Program expires on June 30, 2010 as currently scheduled, then the Bank could experience a significant reduction in uninsured deposits, which could adversely affect the Bank's liquidity position. If Southern's allowance for loan losses is not sufficient to cover actual loan losses, Southern's earnings could decrease. Southern is subject to lending risk, which could materially adversely affect the Southern's results of operations and financial condition. Southern's loan portfolio includes a substantial percentage of commercial and industrial loans, which may be subject to greater risks than those related to residential loans. Southern is subject to interest rate risk, which may negatively affect Southern's earnings and the value of its assets. Loss of Southern's Chief Executive Officer or other executive officers could adversely affect its business. Southern's continued growth may require it to raise additional capital in the future, but that capital might not be available on acceptable terms when it is needed. Southern's business is subject to the success of the local economies where it operates. Southern may be required to pay additional insurance premiums to the FDIC, which could negatively impact earnings. Southern could be adversely affected by the soundness of other financial institutions, including defaults by larger financial institutions. Prepayments of loans may negatively impact Southern's business. Competition from competing financial institutions and other financial service providers may adversely affect Southern's profitability. Southern is subject to extensive regulation that could limit or restrict its activities. Future claims could be made against Southern or Southern Michigan Bank related to their relationship with Alanar, Inc. and its affiliates. Evaluation of investment securities for other-than-temporary impairment involves If Southern is required to write down goodwill and other intangible assets, its financial condition and results of operations would be negatively affected. If Southern is required to take a valuation allowance with respect to its deferred tax assets, its financial condition and results of operations would be negatively affected. If Southern is required to take a valuation allowance with respect to its mortgage servicing rights, its financial condition and results of operations would be negatively affected. Southern depends upon the accuracy and completeness of information about customers. Southern may be a defendant in a variety of litigation and other actions, which may have a material adverse effect on Southern's financial condition and results of operations. Environmental liability associated with commercial lending could result in losses. Attractive acquisition opportunities may not be available to Southern in the future, which may negatively impact Southern's ability to grow its business and effectively compete in existing and new markets. Southern may face risks with respect to future expansion and acquisitions or mergers, which include substantial acquisition costs, an inability to effectively integrate an acquired business into Southern's operations, lower than anticipated profit levels, and economic dilution to shareholders. Changes in accounting standards could impact Southern's reported earnings. We continually encounter technological change, and we may have fewer resources than our competitors to continue to invest in technological improvements. Southern's controls and procedures may fail or be circumvented. Risks Associated with Southern Common Stock There is not an active public trading market for Southern common stock. Southern's ability to pay dividends is limited and Southern may be unable to pay future dividends. Southern may issue additional shares of its common stock in the future, which would dilute a shareholder's ownership of Southern common stock if the shareholder did not, or was not permitted to, invest in the additional issuances. Southern may issue debt and equity securities that are senior to Southern common stock as to distributions and in liquidation, which could negatively affect the value of Southern common stock. Unless a shareholder obtains prior consent from Southern, the shareholder will not be permitted to transfer to another party the shareholder's shares of Southern common stock if the party who would receive the shares would own of record fewer than 100 shares of Southern common stock.

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703699--3/26/2010--SOUTHERN_MICHIGAN_BANCORP_INC