Edgar Filing: First Federal of Northern Michigan Bancorp, Inc.

As filed with the Securities and Exchange Commission on June 6 , 2014

Registration No. 333- 195189

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	6712	32-0135202
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

100 South Second Avenue
Alpena, Michigan 49707

(989) 356-9041
(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Michael W. Mahler

President and Chief Executive Officer

100 South Second Avenue
Alpena, Michigan 49707

(989) 356-9041
(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Agent for Service)

Copies to:

Steven Lanter, Esq.	Martin Werner, Esq.
Luse Gorman Pomerenk & Schick, P.C.	Shumaker, Loop & Kendrick, LLP
5335 Wisconsin Avenue, N.W., Suite 780	1000 Jackson Street \|
Washington, D.C. 20015	Toledo, Ohio 43604
Phone: (202) 274-2004	Phone: (419) 241-9000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE

Title of each class of

securities to be registered

Amount to be registered

Proposed maximum offering price per share

Proposed maximum aggregate
offering price

Amount of registration fee(3)

Common Stock, $0.01 par value per share

842,965 shares (1)

(2)

$ 6,919,681 (2)

$ 892

(1) Represents the maximum number of shares of First Federal of Northern Michigan Bancorp, Inc. common stock that may be issued in connection with the proposed merger to which this Registration Statement relates.

(2) Pursuant to Rule 457(f)(2), the registration fee was computed on the basis of the tangible book value of the shares of Alpena Banking Corporation common stock to be exchanged or cancelled in the merger, based upon $ 6,919,681 , the stockholders’ equity of Alpena Banking Corporation as of March 31, 2014 .

(3) Computed in accordance with Section 6(b) of the Securities Act of 1933 by multiplying 0.00012880 by the proposed maximum aggregate offering price.

Information contained herein is subject to completion or amendment. A registration statement relating to the shares of First Federal of Northern Michigan Bancorp, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

[FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. LOGO]

Dear First Federal of Northern Michigan Bancorp, Inc. Stockholder:

On January 23, 2014, First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”) entered into a merger agreement to merge with Alpena Banking Corporation in an all stock transaction. If the merger agreement is approved and the merger is subsequently completed, Alpena Banking Corporation will merge into First Federal Bancorp and each outstanding share of Alpena Banking Corporation common stock will be converted into the right to receive 1.549 shares of First Federal Bancorp common stock, subject to adjustment as described in the merger agreement and this document. Based on the 544,200 shares of Alpena Banking Corporation common stock that will be outstanding at the effective time of the merger, First Federal Bancorp will issue 842,965 shares of common stock to Alpena Banking Corporation stockholders in the merger. The value of the merger consideration paid to stockholders of Alpena Banking Corporation will fluctuate with the market price of First Federal Bancorp’s common stock and will not be adjusted to reflect stock price changes prior to the closing. Based on the closing price of First Federal Bancorp’s common stock on the Nasdaq Capital Market on June ___, 2014 ($_____),the 1.549 exchange ratio represented approximately $____ in value for each share of Alpena Banking Corporation’s common stock. You should obtain current stock price quotations for First Federal Bancorp’s common stock. First Federal Bancorp’s common stock trades on the Nasdaq Capital Market under the symbol “FFNM.” Alpena Banking Corporation’s common stock is privately held by 228 stockholders of record.

As a result of the merger, Alpena Banking Corporation stockholders will become stockholders of First Federal Bancorp.

Your board of directors has unanimously determined that the merger and the merger agreement are fair and in the best interests of First Federal Bancorp and its stockholders and unanimously recommends that you vote “FOR” adoption of the merger agreement. The merger cannot be completed unless a majority of the outstanding shares of common stock of First Federal Bancorp entitled to vote at the special meeting vote to adopt the merger agreement. Whether or not you plan to attend the special meeting of stockholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” adoption of the merger agreement. If you fail to vote, or you do not instruct your broker how to vote any shares held for you in “street name,” it will have the same effect as voting “AGAINST” the merger agreement.

In addition, First Federal Bancorp stockholders will consider and vote on a proposal to adjourn the special meeting in the event that that there are not enough votes present and voting in favor of the approval of the merger proposal.

The accompanying document is also being delivered to Alpena Banking Corporation stockholders as First Federal Bancorp’s prospectus for its offering of First Federal Bancorp common stock in connection with the merger, and as a proxy statement for the solicitation of proxies from Alpena Banking Corporation stockholders to vote for the adoption of the merger agreement and approval of the merger.

This joint proxy statement/prospectus provides you with detailed information about the proposed merger. It also contains information about First Federal Bancorp and Alpena Banking Corporation and related matters. You are encouraged to read this document carefully. In particular, you should read the “Risk Factors” section beginning on page 7 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

Voting procedures are described in this joint proxy statement/prospectus. Your vote is important, so I urge you to cast it promptly. First Federal Bancorp’s management enthusiastically supports the merger with Alpena Banking Corporation, and joins with our board of directors in recommending that you vote “FOR” adoption of the merger agreement. We also recommend that you vote “FOR” the proposal to adjourn the special meeting in the event that there are not enough votes to approve the merger agreement.

	Sincerely,


	Michael W. Mahler
	President and Chief Executive Officer

[ALPENA BANKING CORPORATION LOGO]

Dear Alpena Banking Corporation Stockholder:

On January 23, 2014, Alpena Banking Corporation entered into a merger agreement to merge with First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”). If the merger agreement is approved and the merger is subsequently completed, Alpena Banking Corporation will merge into First Federal Bancorp, and each outstanding share of Alpena Banking Corporation common stock will be converted into the right to receive 1.549 shares of First Federal Bancorp common stock, subject to adjustment as described in the merger agreement and this document. Based on the 544,200 shares of Alpena Banking Corporation common stock that will be outstanding at the effective time of the merger, First Federal Bancorp will issue 842,965 shares of common stock to Alpena Banking Corporation stockholders in the merger. The value of the merger consideration paid to stockholders of Alpena Banking Corporation will fluctuate with the market price of First Federal Bancorp’s common stock and will not be adjusted to reflect stock price changes prior to the closing. Based on the closing price of First Federal Bancorp’s common stock on the Nasdaq Capital Market on June ___, 2014 ($____),the 1.549 exchange ratio represented approximately $____ in value for each share of Alpena Banking Corporation’s common stock. You should obtain current stock price quotations for First Federal Bancorp’s common stock. First Federal Bancorp’s common stock trades on the Nasdaq Capital Market under the symbol “FFNM.” Alpena Banking Corporation’s common stock is privately held by 228 stockholders of record.

As a result of the merger, Alpena Banking Corporation stockholders will become stockholders of First Federal Bancorp.

Your board of directors has unanimously determined that the merger and the merger agreement are fair and in the best interests of Alpena Banking Corporation and its stockholders and unanimously recommends that you vote “FOR” adoption of the merger agreement. The merger cannot be completed unless a majority of the issued and outstanding shares of common stock of Alpena Banking Corporation entitled to be cast vote to adopt the merger agreement. Whether or not you plan to attend the special meeting of stockholders, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” adoption of the merger agreement. If you fail to vote, or you do not instruct your broker how to vote any shares held for you in “street name,” it will have the same effect as voting “AGAINST” the merger agreement.

The accompanying document is being delivered to Alpena Banking Corporation stockholders as First Federal Bancorp’s prospectus for its offering of First Federal Bancorp common stock in connection with the merger, and as a proxy statement for the solicitation of proxies from Alpena Banking Corporation stockholders to vote for the adoption of the merger agreement and approval of the merger. First Federal Bancorp’s stockholders will also need to vote on and approve the proposed merger.

Under the Michigan Business Corporation Act, Alpena Banking Corporation stockholders do not have dissenters’ rights of appraisal. See “Questions and Answers about the Merger and the Special Meetings” on page i and “No Dissenters’ Rights for Alpena Banking Corporation Stockholders” on page 33.

Voting procedures are described in this joint proxy statement/prospectus. Your vote is important, so I urge you to cast it promptly. Alpena Banking Corporation’s management enthusiastically supports the merger with First Federal Bancorp, and joins with our board of directors in recommending that you vote “FOR” adoption of the merger agreement.


	Sincerely,


	Craig A. Kus
	President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the securities to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. The securities we are offering through this document are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either of our companies, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Joint proxy statement/prospectus dated ___________, 2014

and first mailed to stockholders on or about ____________, 2014

WHERE YOU CAN FIND MORE INFORMATION

First Federal Bancorp files annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). You may obtain copies of these documents by mail from the public reference room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) 732-0330 for further information on the public reference room. In addition, First Federal Bancorp files reports and other information with the SEC electronically, and the SEC maintains a web site located at http://www.sec.gov containing this information. These documents are available without charge to you upon written request at First Federal Bancorp’s address listed below:

First Federal of Northern Michigan Bancorp, Inc.

100 South Second Avenue

Alpena, Michigan 49707

Attention: Michael W. Mahler

President and Chief Executive Officer

Additional information about Alpena Banking Corporation may be obtained by contacting:

Alpena Banking Corporation

468 North Ripley Boulevard

Alpena, Michigan 49707

Attention: Craig A. Kus

President and Chief Executive Officer

To obtain timely delivery, you must request the information no later than ___________, 2014.

First Federal Bancorp has filed a registration statement on Form S-4 to register with the SEC up to 842,965 shares of First Federal Bancorp common stock. This document is a part of that registration statement. As permitted by SEC rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may read and copy the registration statement, including any amendments, schedules and exhibits at the addresses set forth above. Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement.

FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.

100 SOUTH SECOND AVENUE

ALPENA, MICHIGAN 49707

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON _________, 2014

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”) will be held at ______________________, Alpena, Michigan, at _____, Eastern time, on _______________, 2014, for the following purposes:

1. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 23, 2014, by and between First Federal of Northern Michigan Bancorp, Inc. and Alpena Banking Corporation, and thereby to approve the transactions contemplated by the merger agreement, including the merger of Alpena Banking Corporation with and into First Federal Bancorp;

2. To approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger; and

3. To transact any other business which may properly come before the special meeting or any adjournment or postponement thereof.

The proposed merger is described in more detail in this joint proxy statement/prospectus, which you should read carefully in its entirety before you vote. A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus. Only First Federal Bancorp stockholders of record as of the close of business on ___________, 2014, are entitled to notice of and to vote at the special meeting of stockholders or any adjournments of the special meeting.

To ensure your representation at the special meeting of stockholders, please follow the voting procedures described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card. Following these procedures will not prevent you from voting in person, but will help to secure a quorum at the special meeting and avoid added solicitation costs. Your proxy may be revoked at any time before it is voted.

FIRST FEDERAL BANCORP’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE ADJOURNMENT PROPOSAL DESCRIBED ABOVE.

	BY ORDER OF THE BOARD OF DIRECTORS


	Eileen M. Budnick
	Corporate Secretary

Alpena, Michigan

___________, 2014

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE FIRST FEDERAL BANCORP SPECIAL MEETING IN PERSON, FIRST FEDERAL BANCORP URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY COMPLETING, SIGNING AND RETURNING THE PROXY CARD OR VOTING INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

If you have any questions concerning the merger or other matters to be considered at the First Federal Bancorp special meeting, would like additional copies of this joint proxy statement/prospectus or need help voting your shares, please contact First Federal Bancorp’s proxy solicitor:

Phoenix Advisory Partners, LLC

_________________________
(800) ____-_____ (toll free)

ALPENA BANKING CORPORATION

468 NORTH RIPLEY BOULEVARD

ALPENA, MICHIGAN 49707

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON ___________, 2014

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Alpena Banking Corporation will be held at Bank of Alpena located at 468 North Ripley Boulevard, Alpena, Michigan at ______, Eastern Time, on __________, 2014, for the following purposes:

1. To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 23, 2014, by and between First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”) and Alpena Banking Corporation, and thereby to approve the transactions contemplated by the merger agreement, including the merger of Alpena Banking Corporation with and into First Federal Bancorp;

2. To approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger; and

3. To transact any other business which may properly come before the special meeting or any adjournment or postponement thereof.

The proposed merger is described in more detail in this joint proxy statement/prospectus, which you should read carefully in its entirety before voting. A copy of the merger agreement is attached as Appendix A to this joint proxy statement/prospectus. Only Alpena Banking Corporation stockholders of record as of the close of business on ______________, 2014, are entitled to notice of and to vote at the special meeting of stockholders or any adjournments of the special meeting.

To ensure your representation at the special meeting of stockholders, please follow the voting procedures described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card. Following these procedures will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Your proxy may be revoked at any time before it is voted.

ALPENA BANKING CORPORATION’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE ADJOURNMENT PROPOSAL DESCRIBED ABOVE.

	BY ORDER OF THE BOARD OF DIRECTORS


	Craig A. Kus, President and Chief Executive Officer

Alpena, Michigan

_____________, 2014

DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD. YOU WILL RECEIVE A LETTER OF TRANSMITTAL WITH INSTRUCTIONS FOR DELIVERING YOUR STOCK CERTIFICATES UNDER SEPARATE COVER.

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE ALPENA BANKING CORPORATION SPECIAL MEETING IN PERSON, ALPENA BANKING CORPORATION URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

If you have any questions concerning the merger or other matters to be considered at the Alpena Banking Corporation special meeting, would like additional copies of this joint proxy statement/prospectus or need help voting your shares, please contact Alpena Banking Corporation at (989) 358-9900.

Table of Contents

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS	i
SUMMARY	1
RISK FACTORS	7
CAUTION ABOUT FORWARD-LOOKING STATEMENTS	18
Unaudited Pro Forma combined consolidated financial information relating to the merger	19
MARKET PRICE AND DIVIDEND INFORMATION	28
SPECIAL MEETING OF ALPENA BANKING CORPORATION STOCKHOLDERS	29
SPECIAL MEETING OF FIRST FEDERAL BANCORP STOCKHOLDERS	31
No DISSENTERS’ RIGHTS FOR ALPENA BANKING CORPORATION STOCKHOLDERS	33
DESCRIPTION OF THE MERGER	33
DESCRIPTION OF FIRST FEDERAL BANCORP CAPITAL STOCK	77
COMPARISON OF RIGHTS OF STOCKHOLDERS	80
INFORMATION WITH REGARD TO ALPENA BANKING CORPORATION	87
INFORMATION WITH REGARD TO FIRST FEDERAL BANCORP	101
FIRST FEDERAL BANCORP PROPOSAL II – ADJOURNMENT OF SPECIAL MEETING	149
ALPENA BANKING CORPORATION PROPOSAL II – ADJOURNMENT OF SPECIAL MEETING	149
LEGAL MATTERS	149
EXPERTS	149
STOCKHOLDER PROPOSALS	150
WHERE YOU CAN FIND MORE INFORMATION	150

Appendix A	Agreement and Plan of Merger
Appendix B	Fairness Opinion of RP Financial, LC.
Appendix C	Fairness Opinion of Austin Associates, LLC
Appendix D	Audited Financial Statements of Alpena Banking Corporation at and for the Years Ended December 31, 2013 and 2012 and Unaudited Balance Sheet at March 31, 2014 and Unaudited Income Statements for the Quarters Ended March 31, 2014 and 2013
Appendix E	Annual Report on Form 10-K for the year ended December 31, 2013 of First Federal of Northern Michigan Bancorp, Inc.
Appendix F	Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 of First Federal of Northern Michigan Bancorp, Inc.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETINGS

The following are answers to certain questions that you may have regarding the merger and the special meetings. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to this joint proxy statement/prospectus.

Questions and Answers for Alpena Banking Corporation Stockholders

WHY AM I RECEIVING THIS DOCUMENT?

First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”) and Alpena Banking Corporation have agreed to combine under the terms of a Merger Agreement by and between First Federal Bancorp and Alpena Banking Corporation dated as of January 23, 2014 (the “Merger Agreement”) that is described in, and attached as Appendix A to, this joint proxy statement/prospectus. In order to complete the merger of Alpena Banking Corporation into First Federal Bancorp (the “Merger”), the stockholders of each company must vote to adopt the Merger Agreement and approve the Merger. Both Alpena Banking Corporation and First Federal Bancorp will hold special meetings of their respective stockholders to obtain these approvals. This joint proxy statement/prospectus contains important information about the Merger, the Merger Agreement, the special meetings, and other related matters, and you should read it carefully.

WHAT WILL HAPPEN TO ALPENA BANKING CORPORATION AS A RESULT OF THE MERGER?

If the Merger is completed, Alpena Banking Corporation will merge into First Federal Bancorp, and Alpena Banking Corporation will cease to exist. Additionally, at the effective time of the Merger, Bank of Alpena, the wholly owned subsidiary of Alpena Banking Corporation, will merge with and into First Federal of Northern Michigan (“First Federal”), a federal savings bank and the wholly owned subsidiary of First Federal Bancorp, with First Federal being the surviving bank (the “Bank Merger”). The Merger and the Bank Merger are collectively referred to as the Merger throughout this document.

WHAT WILL ALPENA BANKING CORPORATION STOCKHOLDERS RECEIVE IN THE MERGER?

If the proposals to approve the Merger Agreement are approved by both company’s stockholders and the Merger is subsequently completed, each outstanding share of Alpena Banking Corporation common stock will be converted into the right to receive 1.549 shares of First Federal Bancorp common stock.

WHEN WILL THE MERGER BE COMPLETED?

We expect the Merger will be completed when all of the conditions to completion contained in the Merger Agreement are satisfied or waived, including the receipt of required regulatory approvals, the approval of the Merger Agreement by First Federal Bancorp stockholders at the First Federal Bancorp special meeting and the approval of the Merger Agreement by Alpena Banking Corporation stockholders at the Alpena Banking Corporation special meeting. We currently expect to complete the Merger during the third calendar quarter of 2014. However, because fulfillment of some of the conditions to completion of the Merger, such as the receipt of required regulatory approvals, is not entirely within our control, we cannot predict the actual timing of the completion of the Merger.

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WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

If the Merger is not completed, Alpena Banking Corporation stockholders will not receive any consideration for their shares of common stock in connection with the Merger. Instead, Alpena Banking Corporation will remain an independent company. Under specified circumstances, either of the parties to the Merger Agreement may be required to pay to the other party a fee with respect to the termination of the Merger Agreement, as described under “Description of the Merger – Terminating the Merger Agreement” and “Description of the Merger – Termination Fee” beginning on page 76.

WHO IS BEING ASKED TO APPROVE MATTERS IN CONNECTION WITH THE MERGER?

First Federal Bancorp stockholders and Alpena Banking Corporation stockholders are being asked to vote to approve the Merger-related proposals.

Under Maryland law, the Merger cannot be completed unless First Federal Bancorp stockholders vote to adopt the Merger Agreement and approve the Merger by the affirmative vote of a majority of the votes outstanding and entitled to be cast on the proposal. By this joint proxy statement/prospectus, First Federal Bancorp’s board of directors is soliciting proxies of First Federal Bancorp stockholders to provide this approval at the special meeting of First Federal Bancorp stockholders discussed below.

Under Michigan law, the Merger cannot be completed unless Alpena Banking Corporation stockholders vote to approve the Merger Agreement and the Merger by the affirmative vote of a majority of the votes outstanding and entitled to be cast on the proposal. By this joint proxy statement/prospectus, Alpena Banking Corporation’s board of directors is soliciting proxies of Alpena Banking Corporation stockholders to provide this approval at the special meeting of Alpena Banking Corporation stockholders discussed below.

SHOULD ALPENA BANKING CORPORATION STOCKHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

No. Alpena Banking Corporation stockholders SHOULD NOT send in any stock certificates now. If the Merger is approved, transmittal materials, with instructions for their completion, will be provided to Alpena Banking Corporation stockholders under separate cover and the stock certificates should be sent at that time.

WHAT ARE THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO ALPENA BANKING CORPORATION STOCKHOLDERS?

First Federal Bancorp and Alpena Banking Corporation will not be required to complete the Merger unless they receive legal opinions from tax counsel to the effect that the Merger will qualify as a tax-free reorganization for federal income tax purposes. Provided that the Merger qualifies as a tax-free reorganization for federal income tax purposes, we expect that, for federal income tax purposes, you generally will not recognize any gain or loss with respect to your shares of Alpena Banking Corporation common stock upon receiving shares of First Federal Bancorp common stock in the Merger, except with respect to any cash received in lieu of a fractional share interest in First Federal Bancorp common stock.

For a more detailed discussion of the material federal income tax consequences of the transaction, please see the section “Description of the Merger – Material Federal Income Tax Consequences of the Merger” beginning on page 58.

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The consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Merger.

ARE ALPENA BANKING CORPORATION STOCKHOLDERS ENTITLED TO APPRAISAL RIGHTS?

No. Under Michigan law, because the First Federal Bancorp common stock is listed on the Nasdaq Capital Market, stockholders of Alpena Banking Corporation are not entitled to dissenters’ rights of appraisal with respect to their shares of Alpena Banking Corporation common stock. See “No Dissenters’ Rights for Alpena Banking Corporation Stockholders” on page 33.

ARE THERE RISKS THAT I SHOULD CONSIDER IN DECIDING WHETHER TO VOTE FOR APPROVAL OF THE MERGER-RELATED PROPOSALS?

Yes. You should read and carefully consider the risk factors set forth in the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 7.

WHEN AND WHERE WILL ALPENA BANKING CORPORATION STOCKHOLDERS MEET?

Alpena Banking Corporation will hold a special meeting of its stockholders on ____________, 2014, at ________, Eastern Time, at Bank of Alpena located at 468 North Ripley Boulevard, Alpena, Michigan.

WHAT MATTERS ARE ALPENA BANKING CORPORATION STOCKHOLDERS BEING ASKED TO APPROVE AT THE ALPENA BANKING CORPORATION SPECIAL MEETING PURSUANT TO THIS JOINT PROXY STATEMENT/PROSPECTUS?

Alpena Banking Corporation stockholders are being asked to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger. We refer to this proposal as the “Alpena Banking Corporation Merger Agreement proposal.”

Alpena Banking Corporation stockholders also are being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Alpena Banking Corporation Merger Agreement proposal, which we refer to as the “Alpena Banking Corporation adjournment proposal.”

WHAT DOES ALPENA BANKING CORPORATION’S BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO THE TWO PROPOSALS?

Alpena Banking Corporation’s board of directors has unanimously approved the Merger Agreement and determined that the Merger Agreement and the Merger are fair to and in the best interests of Alpena Banking Corporation and its stockholders and unanimously recommends that Alpena Banking Corporation stockholders vote “FOR” the Alpena Banking Corporation Merger Agreement proposal.

Alpena Banking Corporation’s board of directors also unanimously recommends that Alpena Banking Corporation stockholders vote “FOR” the Alpena Banking Corporation adjournment proposal.

iii

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DID THE BOARD OF DIRECTORS OF ALPENA BANKING CORPORATION RECEIVE AN OPINION FROM A FINANCIAL ADVISOR WITH RESPECT TO THE MERGER?

Yes. On January 23, 2014, RP Financial, LC. (“RP Financial”) rendered its written opinion to the board of directors of Alpena Banking Corporation that, as of such date and based upon and subject to the factors and assumptions set forth in the opinion, the consideration in the proposed Merger was fair, from a financial point of view, to holders of Alpena Banking Corporation common stock. The full text of RP Financial’s written opinion is attached as Appendix B to this joint proxy statement/prospectus. Alpena Banking Corporation stockholders are urged to read the opinion carefully.

WHO CAN VOTE AT THE ALPENA BANKING CORPORATION SPECIAL MEETING?

Holders of record of Alpena Banking Corporation common stock at the close of business on __________, 2014, which is the record date for the Alpena Banking Corporation special meeting, are entitled to vote at the special meeting.

HOW MANY VOTES MUST BE REPRESENTED IN PERSON OR BY PROXY AT THE ALPENA BANKING CORPORATION SPECIAL MEETING TO HAVE A QUORUM?

The holders of a majority of the shares of Alpena Banking Corporation common stock outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting.

WHAT VOTE BY ALPENA BANKING CORPORATION STOCKHOLDERS IS REQUIRED TO APPROVE THE ALPENA BANKING CORPORATION SPECIAL MEETING PROPOSALS?

Approval of the Alpena Banking Corporation Merger Agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Alpena Banking Corporation common stock entitled to be cast. Abstentions and broker non-votes will have the same effect as shares voted against the Alpena Banking Corporation Merger Agreement proposal.

Assuming a quorum is present at the Alpena Banking Corporation special meeting, approval of the Alpena Banking Corporation adjournment proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote on the Alpena Banking Corporation adjournment proposal. Abstentions will have the same effect as shares voted against the Alpena Banking Corporation adjournment proposal, and broker non-votes will not affect whether the Alpena Banking Corporation adjournment proposal is approved.

As of the record date for the special meeting, directors and executive officers of Alpena Banking Corporation, together with their affiliates, had sole or shared voting power over approximately 30.8% of the Alpena Banking Corporation common stock outstanding and entitled to vote at the special meeting.

HOW MAY THE ALPENA BANKING CORPORATION STOCKHOLDERS VOTE THEIR SHARES FOR THE SPECIAL MEETING PROPOSALS PRESENTED IN THIS JOINT PROXY STATEMENT/PROSPECTUS?

Alpena Banking Corporation stockholders may vote by completing, signing, dating and returning the proxy card in the enclosed prepaid return envelope as soon as possible. This will enable their shares to be represented and voted at the special meeting. If your stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please review the proxy card or instruction form

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provided by your broker, bank or other nominee that accompanies this joint proxy statement/prospectus.

WILL A BROKER OR BANK HOLDING SHARES IN “STREET NAME” FOR A ALPENA BANKING CORPORATION STOCKHOLDER AUTOMATICALLY VOTE THOSE SHARES FOR THE STOCKHOLDER AT THE ALPENA BANKING CORPORATION SPECIAL MEETING?

No. A broker or bank WILL NOT be able to vote your shares with respect to the Alpena Banking Corporation Merger Agreement proposal without first receiving instructions from you on how to vote. If your shares are held in “street name,” you will receive separate voting instructions with your proxy materials. It is therefore important that you provide timely instruction to your broker or bank to ensure that all shares of Alpena Banking Corporation common stock that you own are voted at the special meeting.

WILL ALPENA BANKING CORPORATION STOCKHOLDERS BE ABLE TO VOTE THEIR SHARES AT THE ALPENA BANKING CORPORATION SPECIAL MEETING IN PERSON?

Yes. Submitting a proxy will not affect the right of any Alpena Banking Corporation stockholder to vote in person at the special meeting. If an Alpena Banking Corporation stockholder holds shares in “street name,” the stockholder must ask its broker or bank how to vote those shares in person at the special meeting.

WHAT DO ALPENA BANKING CORPORATION STOCKHOLDERS NEED TO DO NOW?

After carefully reading and considering the information contained in this joint proxy statement/prospectus, Alpena Banking Corporation stockholders are requested to vote by mail or by attending the special meeting and voting in person. If you choose to vote by mail, you should complete, sign, date and promptly return the enclosed proxy card. The proxy card will instruct the persons named on the proxy card to vote the stockholder’s Alpena Banking Corporation shares at the special meeting as the stockholder directs. If a stockholder signs and sends in a proxy card and does not indicate how the stockholder wishes to vote, the proxy will be voted “FOR” both of the special meeting proposals.

WHAT SHOULD AN ALPENA BANKING CORPORATION STOCKHOLDER DO IF HE OR SHE RECEIVES MORE THAN ONE SET OF VOTING MATERIALS?

As an Alpena Banking Corporation stockholder, you may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple Alpena Banking Corporation proxy cards or voting instruction cards. For example, if you hold your Alpena Banking Corporation shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Alpena Banking Corporation shares. If you are a holder of record and your Alpena Banking Corporation shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Alpena Banking Corporation common stock and First Federal Bancorp common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus in the sections entitled “Special Meeting of Alpena Banking Corporation Stockholders” and “Special Meeting of First Federal Bancorp Stockholders.”

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MAY AN ALPENA BANKING CORPORATION STOCKHOLDER CHANGE OR REVOKE THE STOCKHOLDER’S VOTE AFTER SUBMITTING A PROXY?

Yes. If you have not voted through your broker, you can change your vote by:

•

providing written notice of revocation to the Corporate Secretary of Alpena Banking Corporation, which must be filed with the Corporate Secretary by the time the special meeting begins;

•

submitting a new proxy card (any earlier proxies will be revoked automatically); or

•

attending the special meeting and voting in person. Any earlier proxy will be revoked. However, simply attending the special meeting without voting will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow your broker’s directions to change your vote.

WHAT HAPPENS IF I SELL MY SHARES OF ALPENA BANKING CORPORATION COMMON STOCK BEFORE THE SPECIAL MEETING?

The record date for Alpena Banking Corporation stockholders entitled to vote at the special meeting is earlier than both the date of the special meeting and the completion of the Merger. If you transfer your Alpena Banking Corporation shares of common stock after the record date but before the special meeting, you will, unless special arrangements are made, retain your right to vote at the special meeting but will transfer the right to receive the Merger consideration to the person to whom you transfer your shares.

IF I AM AN ALPENA BANKING CORPORATION STOCKHOLDER, WHO CAN HELP ANSWER MY QUESTIONS?

If you have any questions about the Merger or the special meeting, or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, you should contact Alpena Banking Corporation at (989) 358-9900.

Questions and Answers for First Federal Bancorp Stockholders

WHEN AND WHERE WILL FIRST FEDERAL BANCORP STOCKHOLDERS MEET?

First Federal Bancorp will hold a special meeting of its stockholders on ___________, 2014, at _______, Eastern Time, at _______________, Alpena, Michigan.

WHAT MATTERS ARE FIRST FEDERAL BANCORP STOCKHOLDERS BEING ASKED TO APPROVE AT THE FIRST FEDERAL BANCORP SPECIAL MEETING IN CONNECTION WITH THE MERGER PURSUANT TO THIS JOINT PROXY STATEMENT/PROSPECTUS?

First Federal Bancorp stockholders are being asked to approve the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Merger. We refer to this proposal as the “First Federal Bancorp Merger Agreement proposal.”

First Federal Bancorp stockholders also are being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the First Federal Bancorp Merger Agreement, which we refer to as the “First Federal Bancorp adjournment proposal.”

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WHAT DOES FIRST FEDERAL BANCORP’S BOARD OF DIRECTORS RECOMMEND WITH RESPECT TO THE PROPOSALS?

First Federal Bancorp’s board of directors has unanimously approved the Merger Agreement and determined that the Merger Agreement and the Merger are fair to and in the best interests of First Federal Bancorp and its stockholders and unanimously recommends that First Federal Bancorp stockholders vote “FOR” the First Federal Bancorp Merger Agreement proposal.

First Federal Bancorp’s board of directors also unanimously recommends that First Federal Bancorp stockholders vote “FOR” the First Federal Bancorp adjournment proposal.

DID THE BOARD OF DIRECTORS OF FIRST FEDERAL BANCORP RECEIVE AN OPINION FROM A FINANCIAL ADVISOR WITH RESPECT TO THE MERGER?

Yes. On January 23, 2014, Austin Associates, LLC (“Austin Associates”) rendered its written opinion to the board of directors of First Federal Bancorp that, as of the date of the opinion and based upon and subject to the factors and assumptions set forth in the opinion, the Merger consideration in the proposed Merger was fair to First Federal Bancorp from a financial point of view. The full text of Austin Associates’ written opinion is attached as Appendix C to this joint proxy statement/prospectus. First Federal Bancorp stockholders are urged to read the entire opinion carefully.

WHO CAN VOTE AT THE FIRST FEDERAL BANCORP SPECIAL MEETING?

Holders of record of First Federal Bancorp common stock at the close of business on ____________, 2014, which is the record date for the First Federal Bancorp special meeting, are entitled to vote at the special meeting.

HOW MANY VOTES MUST BE REPRESENTED IN PERSON OR BY PROXY AT THE FIRST FEDERAL BANCORP SPECIAL MEETING TO HAVE A QUORUM?

The holders of a majority of the shares of First Federal Bancorp common stock outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum at the special meeting.

WHAT VOTE BY FIRST FEDERAL BANCORP STOCKHOLDERS IS REQUIRED TO APPROVE THE FIRST FEDERAL BANCORP SPECIAL MEETING PROPOSALS?

Approval of the First Federal Bancorp Merger Agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of First Federal Bancorp common stock entitled to be cast. Abstentions and broker non-votes will have the same effect as shares voted against the Merger Agreement proposal.

Assuming a quorum is present at the First Federal Bancorp special meeting, approval of the First Federal Bancorp adjournment proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the special meeting and entitled to vote on the First Federal Bancorp adjournment proposal. Abstentions will have the same effect as shares voted against the First Federal Bancorp adjournment proposal, and broker non-votes will not affect whether the First Federal Bancorp adjournment proposal is approved.

As of the record date for the special meeting, directors and executive officers of First Federal Bancorp, together with their affiliates, had sole or shared voting power over approximately 11.6% of the First Federal Bancorp common stock outstanding and entitled to vote at the special meeting.

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HOW MAY FIRST FEDERAL BANCORP STOCKHOLDERS VOTE THEIR SHARES FOR THE SPECIAL MEETING PROPOSALS PRESENTED IN THIS JOINT PROXY STATEMENT/PROSPECTUS?

First Federal Bancorp stockholders may vote by signing, dating and returning the proxy card in the enclosed prepaid return envelope as soon as possible or by attending the special meeting and voting in person. This will enable their shares to be represented and voted at the special meeting.

WILL A BROKER OR BANK HOLDING SHARES IN “STREET NAME” FOR A FIRST FEDERAL BANCORP STOCKHOLDER AUTOMATICALLY VOTE THOSE SHARES FOR THE STOCKHOLDER AT THE FIRST FEDERAL BANCORP SPECIAL MEETING?

No. A broker or bank WILL NOT be able to vote your shares with respect to the First Federal Bancorp Merger Agreement proposal without first receiving instructions from you on how to vote. If your shares are held in “street name,” you will receive separate voting instructions with your proxy materials. It is therefore important that you provide timely instruction to your broker or bank to ensure that all shares of First Federal Bancorp common stock that you own are voted at the special meeting.

WILL FIRST FEDERAL BANCORP STOCKHOLDERS BE ABLE TO VOTE THEIR SHARES AT THE FIRST FEDERAL BANCORP SPECIAL MEETING IN PERSON?

Yes. Submitting a proxy will not affect the right of any First Federal Bancorp stockholder to vote in person at the special meeting. If you hold your shares in street name and wish to attend the meeting, you will need to bring proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of First Federal Bancorp common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or nominee who is the record holder of your shares. You will also need to bring proof of identity to vote at the meeting.

WHAT DO FIRST FEDERAL BANCORP STOCKHOLDERS NEED TO DO NOW?

After carefully reading and considering the information contained in this joint proxy statement/prospectus, First Federal Bancorp stockholders are requested to vote by mail or by attending the special meeting and voting in person. If you choose to vote by mail, you should complete, sign, date and promptly return the enclosed proxy card. The proxy card will instruct the persons named on the proxy card to vote the stockholder’s First Federal Bancorp shares at the special meeting as the stockholder directs. If a stockholder signs and sends in a proxy card and does not indicate how the stockholder wishes to vote, the proxy will be voted “FOR” both of the special meeting proposals.

WHAT SHOULD A FIRST FEDERAL BANCORP STOCKHOLDER DO IF HE OR SHE RECEIVES MORE THAN ONE SET OF VOTING MATERIALS?

As a First Federal Bancorp stockholder, you may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your First Federal Bancorp shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold First Federal Bancorp shares. If you are a holder of record and your First Federal Bancorp shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Alpena Banking Corporation common stock and First Federal Bancorp common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each

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proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus in the sections entitled “Special Meeting of First Federal Bancorp Stockholders” and “Special Meeting of Alpena Banking Corporation. Stockholders.”

MAY A FIRST FEDERAL BANCORP STOCKHOLDER CHANGE OR REVOKE THE STOCKHOLDER’S VOTE AFTER SUBMITTING A PROXY?

Yes. If you have not voted through your broker, you can change your vote by:

•

providing written notice of revocation to the Corporate Secretary of First Federal Bancorp, which must be filed with the Corporate Secretary by the time the special meeting begins; or

•

attending the special meeting and voting in person. Any earlier proxy will be revoked. However, simply attending the special meeting without voting will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow your broker’s directions to change your vote.

IF I AM A FIRST FEDERAL BANCORP STOCKHOLDER, WHO CAN HELP ANSWER MY QUESTIONS?

WHERE CAN I FIND MORE INFORMATION ABOUT FIRST FEDERAL BANCORP AND ALPENA BANKING CORPORATION?

You can find more information about First Federal Bancorp and Alpena Banking Corporation from the various sources described under the section entitled “Where You Can Find More Information” at the end of this joint proxy statement/prospectus.

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SUMMARY

This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information important to you. To understand the Merger more fully, you should read this entire document carefully, including the documents attached to this Joint proxy statement/prospectus.

The Companies

First Federal Bancorp and First Federal of Northern Michigan

First Federal of Northern Michigan Bancorp, Inc. (“First Federal Bancorp”) is a Maryland corporation and a savings and loan holding company that owns all of the outstanding shares of common stock of First Federal of Northern Michigan, a federal savings bank (“First Federal”). First Federal Bancorp was incorporated in 2004 for the purpose of becoming the savings and loan holding company of First Federal. At March 31, 2014, we had consolidated assets of $215.3 million, deposits of $165.7 million and stockholders’ equity of $24.0 million. As of March 31, 2014, First Federal Bancorp had 2,884,049 shares of common stock issued and outstanding. First Federal Bancorp’s executive offices are located at 100 South Second Avenue, Alpena, Michigan 49707. Its phone number at that address is (800) 498-0013. First Federal Bancorp’s common stock is listed on The Nasdaq Capital Market under the symbol “FFNM.” First Federal Bancorp conducts its operations primarily through First Federal which has eight full-service facilities located in Alpena (two offices), Cheboygan, Emmet, Iosco, Otsego, Montmorency and Oscoda Counties, Michigan.

Alpena Banking Corporation and Bank of Alpena

Alpena Banking Corporation is a Michigan corporation and a bank holding company that owns all of the outstanding shares of common stock of Bank of Alpena. Alpena Banking Corporation was incorporated in connection with the chartering of Bank of Alpena, a Michigan-chartered commercial bank which was founded in 2001. To date, other than owning Bank of Alpena, Alpena Banking Corporation has had no material operations. Bank of Alpena operates from its office in Alpena, Michigan, and at March 31, 2014 had total assets of $69.9 million, total deposits of $62.7 million and stockholder equity of $6.9 million. Bank of Alpena was formed by a group of business leaders in and around Alpena, Michigan primarily to address their perceived need for a community bank, with local decision making capabilities, to deliver commercial lending services to small and mid-sized businesses in the area. As of March 31, 2014, Alpena Banking Corporation had 533,700 shares of common stock issued and outstanding. Bank of Alpena’s address is 468 North Ripley Boulevard, Alpena, Michigan 49707. Its phone number at that address is (989) 358-9900. Its common stock is not quoted nor does it trade on any stock exchange or on the OTC Bulletin Board.

Special Meeting of Alpena Banking Corporation Stockholders; Required Vote (page 29)

A special meeting of Alpena Banking Corporation stockholders is scheduled to be held at Bank of Alpena located at 468 North Ripley Boulevard, Alpena, Michigan at ______.m., Eastern Time, on __________, 2014. At the special meeting, you will be asked to vote on a proposal to approve the Merger Agreement between Alpena Banking Corporation and First Federal Bancorp. You may also be asked to vote to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement.

Only Alpena Banking Corporation stockholders of record as of the close of business on ___________ are entitled to notice of, and to vote at, the Alpena Banking Corporation special meeting and any adjournments or postponements of the special meeting.

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Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of Alpena Banking Corporation common stock entitled to vote. As of the record date, there were 533,700 shares of Alpena Banking Corporation common stock outstanding and entitled to vote. The directors and executive officers of Alpena Banking Corporation, as a group, beneficially owned 164,500 shares of Alpena Banking Corporation common stock, representing approximately 30.8% of the outstanding shares of Alpena Banking Corporation common stock as of the record date and have agreed to vote their shares in favor of the Merger at the special meeting.

Special Meeting of First Federal Bancorp, Inc. Stockholders; Required Vote (page 31)

A special meeting of First Federal Bancorp stockholders is scheduled to be held at ______________, Alpena, Michigan at _____.m., Eastern Time, on ________, 2014. At the special meeting, you will be asked to vote on a proposal to approve the Merger Agreement between Alpena Banking Corporation and First Federal Bancorp. You may also be asked to vote to adjourn the special meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger.

Only First Federal Bancorp stockholders of record as of the close of business on ____________, 2014 are entitled to notice of, and to vote at, the First Federal Bancorp special meeting and any adjournments or postponements of the meeting.

Approval of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of First Federal Bancorp common stock entitled to vote. As of the record date, there were 2,884,049 shares of First Federal Bancorp common stock outstanding. The directors and executive officers of First Federal Bancorp, in the aggregate, beneficially owned 334,990 shares of First Federal Bancorp common stock, representing approximately 11.6% of the outstanding shares of First Federal Bancorp common stock as of the record date.

The Merger and the Merger Agreement (page 33)

First Federal Bancorp’s merger with Alpena Banking Corporation is governed by the Merger Agreement. The Merger Agreement provides that, if all of the conditions are satisfied or waived, Alpena Banking Corporation will be merged with and into First Federal Bancorp with First Federal Bancorp as the surviving entity. We encourage you to read the Merger Agreement, which is included as Appendix A to this joint proxy statement/prospectus.

What Alpena Banking Corporation Stockholders Will Receive in the Merger (page 58)

Under the Merger Agreement, each share of Alpena Banking Corporation common stock will be exchanged for 1.549 shares of First Federal Bancorp common stock.

Comparative Market Prices (page 28)

The following table shows the closing price per share of First Federal Bancorp common stock and the equivalent price per share of Alpena Banking Corporation common stock, giving effect to the Merger, on January 23, 2014, which is the last day on which shares of First Federal Bancorp common stock traded preceding the public announcement of the proposed Merger, and on ___________, 2014, the most recent practicable date prior to the mailing of this joint proxy statement/prospectus. The equivalent price per share of Alpena Banking Corporation common stock was computed by multiplying the price of a share of First Federal Bancorp common stock by the 1.549 exchange ratio. See “Description of the Merger –Consideration to be Received in the Merger” on page 58.

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	First Federal Bancorp Common Stock		Equivalent Price Per Share of Alpena Banking Corporation Common Stock

January 23, 2014	$	5.15	$	7.98
_________,2014	$	____	$	____

Recommendation of Alpena Banking Corporation’s Board of Directors (page 35)

The Alpena Banking Corporation board of directors has unanimously approved the Merger Agreement and the Merger. The Alpena Banking Corporation board of directors believes that the Merger Agreement, including the Merger, is fair to, and in the best interests of, Alpena Banking Corporation and its stockholders, and therefore unanimously recommends that Alpena Banking Corporation stockholders vote “FOR” the proposal to approve the Merger Agreement. In reaching this decision, Alpena Banking Corporation’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger – Recommendation of the Alpena Banking Corporation Board of Directors; Alpena Banking Corporation’s Reasons for the Merger” beginning on page 35.

Additionally, the Alpena Banking Corporation board of directors unanimously recommends that Alpena Banking Corporation stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement.

Opinion of Alpena Banking Corporation’s Financial Advisor (page 39)

In deciding to approve the Merger, one of the factors considered by Alpena Banking Corporation’s board of directors was the opinion of RP Financial, which served as financial advisor to Alpena Banking Corporation’s board of directors. RP Financial delivered its written opinion on January 23, 2014 that the Merger consideration is fair to the holders of Alpena Banking Corporation common stock from a financial point of view. The full text of this opinion is included Appendix B to the joint proxy statement/prospectus. You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by RP Financial. Alpena Banking Corporation has agreed to pay RP Financial a fee of $50,000 for its services in connection with the Merger and reimbursement of reasonable expenses.

Recommendation of First Federal Bancorp’s Board of Directors (page 50)

The First Federal Bancorp board of directors has unanimously approved the Merger Agreement and the Merger. The First Federal Bancorp board of directors believes that the Merger Agreement, including the Merger, is fair to, and in the best interests of, First Federal Bancorp and its stockholders, and therefore unanimously recommends that First Federal Bancorp stockholders vote “FOR” the proposal to approve the Merger Agreement. In reaching this decision, First Federal Bancorp’s board of directors considered a variety of factors, which are described in the section captioned “Description of the Merger – Recommendation of First Federal Bancorp’s Board of Directors and Reasons for Merger” beginning on page 50.

Additionally, the First Federal Bancorp board of directors unanimously recommends that First Federal Bancorp stockholders vote “FOR” the proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement.

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Opinion of First Federal Bancorp’s Financial Advisor (page 52)

In deciding to approve the Merger, one of the factors considered by First Federal Bancorp’s board of directors was the opinion of Austin Associates, which served as financial advisor to First Federal Bancorp’s board of directors. Austin Associates delivered its written opinion on January 23, 2014 that the Merger consideration is fair to the holders of First Federal Bancorp common stock from a financial point of view. The full text of this opinion is included as Appendix C to the joint proxy statement/prospectus. You should read the opinion carefully to understand the procedures followed, assumptions made, matters considered and limitations of the review conducted by Austin Associates. First Federal Bancorp has agreed to pay Austin Associates fees of $10,000 for the analysis and advisory services leading up to signing of the Merger Agreement, an additional fee of $20,000 upon execution of the Merger Agreement which included the issuance of its fairness opinion and a fee, at closing of the Merger, equal to $70,000. In addition to these fees, Austin Associates will also be reimbursed for its reasonable expenses in connection with the Merger.

Regulatory Matters Relating to the Merger (page 60)

Under the terms of the Merger Agreement, the Merger cannot be completed unless the parties first receive all required bank regulatory approvals. First Federal Bancorp has submitted a request to the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to waive the requirement that it register as a bank holding company in connection with the acquisition of Bank of Alpena. Because Bank of Alpena will be merged into First Federal at the effective time of the Merger, First Federal Bancorp expects that the Federal Reserve Board will grant this waiver. If First Federal Bancorp does not obtain such a waiver it will require approval of the Federal Reserve Board to become a bank holding company. Additionally, the merger of Bank of Alpena with and into First Federal requires the approval of the Office of the Comptroller of the Currency (“OCC”). First Federal has filed a bank merger act application with the OCC for this purpose. As of the date of this joint proxy statement/prospectus, First Federal Bancorp has not received a waiver from the Federal Reserve Board and First Federal has not received an approval from the OCC. While First Federal Bancorp and First Federal do not know of any reason why they would not be able to obtain approvals and waivers in a timely manner, First Federal Bancorp cannot be certain when or if it will receive these regulatory approvals and waivers.

Conditions to Completing the Merger (page 64)

The completion of the Merger is subject to the fulfillment of a number of conditions, including:

•

approval of the Merger Agreement at the special meetings of First Federal Bancorp and Alpena Banking Corporation, in each case by a majority of the outstanding shares of common stock entitled to vote;

•

approval of the transaction by the appropriate regulatory authorities;

•

receipt by each party of opinions from legal counsel to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

•

the continued accuracy of representations and warranties made on the date of the Merger Agreement; and

•

no material adverse effect on either party to the Merger Agreement has occurred.

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Terminating the Merger Agreement (page 75)

The Merger Agreement may be terminated by mutual consent of First Federal Bancorp and Alpena Banking Corporation at any time prior to the completion of the Merger. Additionally, subject to conditions and circumstances described in the Merger Agreement, either First Federal Bancorp or Alpena Banking Corporation may terminate the Merger Agreement if, among other things, any of the following occur:

the Merger has not been consummated by December 31, 2014;

Alpena Banking Corporation stockholders do not approve the Merger Agreement at the Alpena Banking Corporation special meeting;

First Federal Bancorp stockholders do not approve the Merger Agreement at the First Federal Bancorp special meeting;

a required regulatory approval is denied or a governmental authority blocks the Merger; or

there is a breach by the other party of any representation, warranty, covenant or agreement contained in the Merger Agreement, which cannot be cured, or has not been cured within 30 days after the giving of written notice to such party of such breach.

Alpena Banking Corporation may also terminate the Merger Agreement if First Federal Bancorp’s total stockholders’ equity on the last day of the month prior to the month of the closing of the Merger, computed in accordance with United States generally accepted accounting principles (“GAAP”), is less than $22,060,000, adjusted to eliminate the transaction costs of the Merger and any changes in accumulated other comprehensive income.

First Federal Bancorp may also terminate the Merger Agreement if Alpena Banking Corporation’s total stockholders’ equity on the last day of the month prior to the month of the closing of the Merger, computed in accordance with GAAP, is less than $6,307,000, adjusted to eliminate the transaction costs of the Merger and any changes in accumulated other comprehensive income.

Termination Fee (page 76)

Under certain circumstances described in the Merger Agreement, First Federal Bancorp may demand from Alpena Banking Corporation a termination fee of $200,000 or, if greater, reimbursement of up to $400,000 for actual costs and expenses incurred by First Federal Bancorp, in connection with the termination of the Merger Agreement. Under certain circumstances, Alpena Banking Corporation may demand from First Federal Bancorp $200,000 for fees incurred by Alpena Banking Corporation in connection with the Merger. See “Description of the Merger – Termination Fee” beginning on page 76 for a list of the circumstances under which a termination fee is payable.

Interests of Certain Persons in the Merger that are Different from Yours (page 62)

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Banking Corporation directors to the board of directors of First Federal Bancorp; the vesting of 10,500 restricted shares of Alpena Banking Corporation common stock to Craig A. Kus, President and Chief Executive Officer and a director of Alpena Banking Corporation, at the effective time of the Merger, which based on the 1.549 exchange ratio and the closing price of First Federal Bancorp as of __________, 2014 has a value of approximately $________; provisions in the Merger Agreement relating to indemnification of directors and officers and insurance for directors and officers of Alpena Banking Corporation for events occurring before the Merger; and the appointment of Craig A. Kus and Joseph Garber, each executive officers of Bank of Alpena, as executive officers of First Federal. Alpena Banking Corporation’s board of directors was aware of these interests and took them into account in approving the Merger. See “Description of the Merger – Interests of Certain Persons in the Merger that are Different from Yours” On page 62.

Accounting Treatment of the Merger (page 58)

The Merger will be accounted for using the purchase method in accordance with U.S. GAAP.

Comparison of Rights of Stockholders (page 80)

When the Merger is completed, Alpena Banking Corporation stockholders will become First Federal Bancorp stockholders and their rights will be governed by Maryland law and by First Federal Bancorp’s articles of incorporation and bylaws. See “Comparison of Rights of Stockholders” beginning on page 80 for a summary of the material differences between the respective rights of Alpena Banking Corporation and First Federal Bancorp stockholders.

No Dissenters’ Rights for Alpena Banking Corporation Stockholders (page 33)

Under the Michigan Business Corporation Act, Alpena Banking Corporation stockholders do not have dissenters’ rights of appraisal. See “No Dissenters’ Rights for Alpena Banking Corporation Stockholders” on page 33.

Material Federal Income Tax Consequences of the Merger (page 58)

Provided that the Merger will qualify as a tax-free reorganization for federal income tax purposes, Alpena Banking Corporation stockholders will not recognize gain or loss for their shares of Alpena Banking Corporation stock that are exchanged for First Federal Bancorp stock, other than partial shares for which they will received cash. For a more detailed discussion of the material federal income tax consequences of the transaction, please see the section “Description of the Merger – Material Federal Income Tax Consequences of the Merger” beginning on page 58.

This tax treatment may not apply to all Alpena Banking Corporation stockholders. Determining the actual tax consequences of the Merger to Alpena Banking Corporation stockholders can be complicated. Alpena Banking Corporation stockholders should consult their own tax advisor for a full understanding of the Merger’s tax consequences that are particular to each stockholder.

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RISK FACTORS

In addition to the other information contained in this joint proxy statement/prospectus, you should consider carefully the risk factors described below, in deciding how to vote. You should keep these risk factors in mind when you read forward-looking statements in this document. Please refer to the section of this joint proxy statement/prospectus titled “Caution About Forward-Looking Statements” beginning on page 18.

Risks Related to the Transaction

The price of First Federal Bancorp common stock will fluctuate, and therefore Alpena Banking Corporation stockholders will not know until the effective time of the Merger the value of the consideration they will receive in the Merger.

Because the per share stock consideration is fixed at 1.549 shares of First Federal Bancorp common stock, the market value of the First Federal Bancorp common stock to be issued in the Merger will depend upon the market price of First Federal Bancorp common stock. This market price likely will vary from the closing price of First Federal Bancorp common stock on the date the Merger was announced, on the date that this joint proxy statement/prospectus was mailed, and on the dates of the First Federal Bancorp and Alpena Banking Corporation special meetings. Accordingly, at the time of the special meeting of stockholders, Alpena Banking Corporation stockholders will not necessarily know or be able to calculate the value of the merger consideration they would be entitled to receive upon completion of the Merger. You should obtain current market quotations for shares of First Federal Bancorp common stock.

The price of First Federal Bancorp common stock might decrease after the Merger.

Following the Merger, holders of Alpena Banking Corporation common stock will become stockholders of First Federal Bancorp. First Federal Bancorp common stock could decline in value after the Merger. For example, during the twelve-month period ending on __________ ___, 2014 (the most recent practicable date before the printing of this joint proxy statement/prospectus), the closing price of First Federal Bancorp common stock varied from a low of $______ to a high of $_____ and ended that period at $_____. The market value of First Federal Bancorp common stock fluctuates based upon general market conditions, First Federal Bancorp’ business and prospects and other factors. Further, the market price of First Federal Bancorp common stock after the Merger may be affected by factors different from those affecting the common stock of First Federal Bancorp or Alpena Banking Corporation currently. The businesses of Alpena Banking Corporation and First Federal Bancorp differ and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations and market prices of common stock of each of Alpena Banking Corporation and First Federal Bancorp. For a discussion of the businesses of Alpena Banking Corporation see “Information With Regard to Alpena Banking Corporation” beginning on page 87 and Appendix D, and for a discussion of the business of First Federal Bancorp see “Information With Regard to First Federal Bancorp” beginning on page 100 and Appendix E and Appendix F.

First Federal Bancorp may be unable to successfully integrate Alpena Banking Corporation’s operations and retain Alpena Banking Corporation’s employees.

The Merger involves the integration of two companies that have previously operated independently. First Federal Bancorp has never before merged with or acquired another financial institution. The difficulties of combining the operations of the two companies include: integrating

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personnel with diverse business backgrounds; combining different corporate cultures; and retaining key employees.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the business and the loss of key personnel. The integration of the two companies will require the experience and expertise of certain key employees of Alpena Banking Corporation who are expected to be retained by First Federal Bancorp. First Federal Bancorp may not be successful in retaining these employees for the time period necessary to successfully integrate Alpena Banking Corporation’s operations with those of First Federal Bancorp. The diversion of management’s attention and any delay or difficulty encountered in connection with the Merger and the integration of the two companies’ operations could have an adverse effect on the business and results of operation of First Federal Bancorp following the Merger.

The termination fee and the restrictions on solicitation contained in the Merger Agreement may discourage other companies from trying to acquire Alpena Banking Corporation.

Until the completion of the Merger, with some exceptions, Alpena Banking Corporation is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiry or proposal that may lead to an acquisition proposal, such as a merger or other business combination transaction, with any person other than First Federal Bancorp. In addition, Alpena Banking Corporation has agreed to pay a termination fee to First Federal Bancorp in specified circumstances. These provisions could discourage other companies from trying to acquire Alpena Banking Corporation even though those other companies might be willing to offer greater value to Alpena Banking Corporation’s stockholders than First Federal Bancorp has offered in the Merger. The payment of the termination fee could also have a material adverse effect on Alpena Banking Corporation’s financial condition.

Certain of Alpena Banking Corporation’s officers and directors have interests that are different from, or in addition to, interests of Alpena Banking Corporation stockholders generally.

In considering the recommendation of the board of directors of Alpena Banking Corporation to adopt the Merger Agreement, you should be aware that some of Alpena Banking Corporation’s directors and officers may have interests in the Merger that are different from, or in addition to, the interests of Alpena Banking Corporation’s stockholders generally. These include the appointment of four directors of Alpena Banking Corporation to the board of directors of First Federal Bancorp; the vesting of 10,500 restricted shares of Alpena Banking Corporation common stock to Craig A. Kus, President and Chief Executive Officer and a director of Alpena Banking Corporation, at the effective time of the Merger; which based on the 1.549 exchange ratio and the closing price of First Federal Bancorp as of __________, 2014 has a value of approximately $________; provisions in the Merger Agreement relating to indemnification of directors and officers and insurance for directors and officers of Alpena Banking Corporation for events occurring before the Merger; and the appointment of Craig A. Kus and Joseph Garber, each executive officers of Bank of Alpena, as executive officers of First Federal. Members of Alpena Banking Corporation’s board of directors were aware of these interests and took them into account in approving the Merger. For a more detailed discussion of these interests, see “Description of the Merger – Interests of Certain Persons in the Merger that are Different from Yours” beginning on page 62.

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Failure to complete the Merger could negatively impact the stock prices and future businesses and financial results of First Federal Bancorp and Alpena Banking Corporation.

If the Merger is not completed, the ongoing businesses of First Federal Bancorp and Alpena Banking Corporation may be adversely affected and First Federal Bancorp and Alpena Banking Corporation will be subject to several risks, including the following:

First Federal Bancorp and Alpena Banking Corporation will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;

under the Merger Agreement, Alpena Banking Corporation is subject to certain restrictions on the conduct of its business prior to completing the Merger, which may adversely affect its ability to execute certain of its business strategies; and

matters relating to the Merger may require substantial commitments of time and resources by First Federal Bancorp and Alpena Banking Corporation management, which could otherwise have been devoted to other opportunities that may have been beneficial to First Federal Bancorp and Alpena Banking Corporation as independent companies, as the case may be.

In addition, if the Merger is not completed, First Federal Bancorp and/or Alpena Banking Corporation may experience negative reactions from the financial markets and from their respective customers and employees. This risk may be particularly significant since the parties share the same primary market area. First Federal Bancorp and/or Alpena Banking Corporation also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against First Federal Bancorp or Alpena Banking Corporation to perform their respective obligations under the Merger Agreement. If the Merger is not completed, First Federal Bancorp and Alpena Banking Corporation cannot assure their stockholders that the risks described above will not materialize and will not materially affect the business, financial results and stock prices of First Federal Bancorp and/or Alpena Banking Corporation.

Alpena Banking Corporation stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management of the combined organization.

Alpena Banking Corporation stockholders currently have the right to vote in the election of the Alpena Banking Corporation’s board of directors and on various other matters affecting Alpena Banking Corporation. Upon the completion of the Merger, each Alpena Banking Corporation stockholder will become a stockholder of First Federal Bancorp with a percentage ownership of the combined organization that is much smaller than the stockholder’s percentage ownership of Alpena Banking Corporation. It is expected that the former stockholders of Alpena Banking Corporation in the aggregate will receive shares in the merger constituting approximately 22.6% of the outstanding shares of First Federal Bancorp common stock immediately after the Merger. As a result, Alpena Banking Corporation stockholders will have significantly less influence on the management and policies of First Federal Bancorp than they now have on the management and policies of Alpena Banking Corporation.

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The shares of First Federal Bancorp common stock to be received by Alpena Banking Corporation stockholders as a result of the Merger will have different rights from shares of Alpena Banking Corporation common stock.

Following completion of the Merger, Alpena Banking Corporation stockholders will no longer be stockholders of Alpena Banking Corporation but will instead be stockholders of First Federal Bancorp. Alpena Banking Corporation is a Michigan corporation governed by the Michigan Business Corporation Act and the restated articles of incorporation and bylaws of Alpena Banking Corporation. First Federal Bancorp is a Maryland corporation governed by the Maryland General Corporation Law and its articles of incorporation and bylaws. Accordingly, there may be important differences between the current rights of Alpena Banking Corporation stockholders and the rights of First Federal Bancorp stockholders that may be important to Alpena Banking Corporation stockholders. See “Comparison of Rights of Stockholders” beginning on page 80 for a discussion of the different rights associated with First Federal Bancorp common stock and Alpena Banking Corporation common stock.

The fairness opinion obtained by Alpena Banking Corporation from its financial advisor does not reflect changes in circumstances subsequent to the date of the fairness opinion.

RP Financial, Alpena Banking Corporation’s financial advisor in connection with the Merger, has delivered to the board of directors of Alpena Banking Corporation its opinion dated as of January 23, 2014. The opinion of RP Financial stated that as of such date, and based upon and subject to the factors and assumptions set forth therein, the Merger consideration to be paid to the holders of the outstanding shares of Alpena Banking Corporation common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of First Federal Bancorp or Alpena Banking Corporation, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the opinion is based, may materially alter or affect the relative values of First Federal Bancorp and Alpena Banking Corporation.

The fairness opinion obtained by First Federal Bancorp from its financial advisor does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Austin Associates, First Federal Bancorp’s financial advisor in connection with the Merger, has delivered to the board of directors of First Federal Bancorp its opinion dated as of January 23, 2014. The opinion of Austin Associates stated that as of such date, and based upon and subject to the factors and assumptions set forth therein, the Merger consideration to be paid to the holders of the outstanding shares of Alpena Banking Corporation common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of Alpena Banking Corporation or First Federal Bancorp, changes in general market and economic conditions or regulatory or other factors. Any such changes, or changes in other factors on which the opinion is based, may materially alter or affect the relative values of Alpena Banking Corporation and First Federal Bancorp.

There is no assurance when or even if the Merger will be completed.

Completion of the Merger is subject to satisfaction or waiver of a number of conditions. See “Description of the Merger – Conditions to Completing the Merger” on page 64. There can be no assurance that First Federal Bancorp and Alpena Banking Corporation will be able to satisfy the closing conditions or that closing conditions beyond their control will be satisfied or waived.

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First Federal Bancorp and Alpena Banking Corporation can agree at any time to terminate the Merger Agreement, even if Alpena Banking Corporation stockholders and First Federal Bancorp stockholders have already voted to approve the Merger Agreement. First Federal Bancorp and Alpena Banking Corporation can also terminate the Merger Agreement under other specified circumstances.

The Merger is subject to the receipt of consents and approvals from regulatory authorities that may impose conditions that could have an adverse effect on First Federal Bancorp or, if not obtained, could prevent completion of the Merger.

Before the Merger may be completed, various approvals and/or waivers must be obtained from regulatory entities. These regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Any such conditions or changes could have the effect of delaying completion of the Merger or imposing additional costs on or limiting the revenues of First Federal Bancorp following the Merger.

Either First Federal Bancorp or Alpena Banking Corporation may terminate the Merger Agreement if the Merger has not been completed by December 31, 2014, unless the failure of the Merger to be completed has resulted from the failure of the party seeking to terminate the merger agreement to perform its obligations under the Merger Agreement.

Any failure to successfully integrate the business of Alpena Banking Corporation could adversely affect First Federal Bancorp’ results of operations or financial condition.

There are significant risks and uncertainties associated with mergers and acquisitions. The success of First Federal Bancorp’ merger with Alpena Banking Corporation will depend, in part, on First Federal Bancorp’ ability to realize the anticipated benefits and cost savings from combining the businesses of First Federal Bancorp with Alpena Banking Corporation. If First Federal Bancorp is not able to successfully integrate these businesses, the anticipated benefits and cost savings of the acquisition may not be realized fully or may take longer to realize than expected. For example, First Federal Bancorp may fail to realize the growth opportunities and cost savings anticipated to be derived from the acquisition. In addition, as with regard to any of acquisition, a significant decline in asset valuations or cash flows may also cause First Federal Bancorp not to realize expected benefits.

To the extent that the value of the shares of First Federal Bancorp common stock to be issued in the Merger exceeds the fair value of the net assets, including identifiable intangibles of Alpena Banking Corporation, at the effective date of the Merger, that amount will be reported as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. A failure to realize expected benefits of the Merger could adversely impacting the carrying value of the goodwill recognized in the Mergers, and in turn negatively affect First Federal Bancorp’s financial condition.

Risks Related to First Federal Bancorp

Throughout this section of “Risk Factors,” references to “we,” “our” and “us” refer to First Federal Bancorp and First Federal on a consolidated basis.

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We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations.

We have relatively few loans outside of our market area which we consider to be the northeastern portion of the lower peninsula of Michigan, and, as a result, we have a greater risk of loan defaults and losses in the event of a further economic downturn in our market area, as adverse economic conditions may have a negative effect on the ability of our borrowers to make timely payments of their loans. During the last several years, economic conditions and real estate values within our market area have declined significantly. We believe that these conditions in our market area have contributed to our non-performing assets, loan charge-offs and our provisions for loan losses.

More generally, the United States experienced a severe economic recession in 2008 and 2009, the effects of which have continued through 2013 and into 2014. Recent growth has been slow and unemployment remains at high levels. As a result, economic recovery is expected to be slow and loan portfolio quality has remained poor at many financial institutions reflecting, in part, the continuing weak United States economy and high unemployment rates.

Alpena County lags both the State of Michigan and the United States with respect to most economic and demographic data points. Specifically, according to the U.S. Census Bureau, the population of Alpena County has declined from 31,300 in 2000 to 29,600 in 2013 and is projected to decline to 29,400 by 2018. Further, the median household income for Alpena County in 2013 was $34,500 compared to the Michigan median household income for 2013 of $46,400 and the U.S. median household income of $51,300. Additionally, the unemployment rate for Alpena County for 2013 was 10.4%, compared to a 2013 Michigan unemployment rate of 8.0% and 2013 the U.S. employment rate of 6.7%.

We believe that the unfavorable economic conditions of the past several years will continue to have an unfavorable impact on our operations as long as they persist.

A significant portion of our loans are commercial real estate and commercial loans, which carry greater credit risk than loans secured by owner-occupied one- to four-family real estate.

At March 31, 2014, commercial real estate loans totaled $51.6 million, or 37.6% of our loan portfolio, and commercial loans, including term loans and revolving lines of credit, totaled $12.3 million, or 8.9% of our total loan portfolio. Given their larger balances and the complexity of the underlying collateral, commercial real estate loans generally expose a lender to greater credit risk than loans secured by owner-occupied one- to four-family real estate. Commercial real estate and commercial loans also have greater credit risk than residential real estate because repayment is dependent on income being generated in amounts sufficient to cover operating expenses, property maintenance and debt service, and because repayment is generally dependent upon the successful operation of the borrower’s business.

If loans that are collateralized by real estate or other business assets become troubled and the value of the collateral has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

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Our business may be adversely affected by credit risk associated with residential property.

At March 31, 2014, $63.6 million, or 46.4% of our total loan portfolio, was secured by one-to-four family residential real estate mortgage loans which are generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. The decline in residential real estate values as a result of the downturn in the Michigan housing market has reduced the value of the real estate collateral securing these types of loans and increased the risk that we would incur losses if borrowers default on their loans reflected in our recent charge-off experience on these loans.

Many of our one-to-four family residential real estate mortgage loans are secured by liens on mortgage properties in which the borrowers have little or no equity because of the decline in home values in our market areas. Residential loans with combined higher loan-to-value ratios will be more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, they may be unable to repay their loans in full from the sale proceeds. Further, a significant amount of our home equity loans and lines of credit consist of second mortgage loans. For those home equity loans and lines of credit secured by a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan proceeds in the event of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a foreclosure are justified by the value of the property. For these reasons, we may experience higher rates of delinquencies, default and losses on our residential loans.

If our allowance for loan losses is not sufficient to cover actual loan losses, we may be required to make additional provisions for loan losses, which would cause our earnings to decrease.

We are exposed to the risk that our borrowers may default on their obligations. A borrower’s default on its obligations under one or more loans may result in lost principal and interest income and increased operating expenses as a result of the allocation of management time and resources to the collection and work-out of the loan. In certain situations, where collection efforts are unsuccessful or acceptable work-out arrangements cannot be reached, we may have to charge-off the loan in whole or in part. In such situations, we may acquire real estate or other assets, if any, that secure the loan through foreclosure or other similar available remedies, and the amount owed under the defaulted loan may exceed the value of the assets acquired.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, or if delinquencies do not continue to improve or non-accrual and non-performing loans increase, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance, which could materially decrease our net income.

In addition, bank regulators periodically review our allowance for loan losses and, based on their judgments and information available to them at the time of their review, may require us to increase our allowance for loan losses or recognize further loan charge-offs. An increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may result in a decrease of our net income and, possibly, our capital position, which may have a material adverse effect on our financial condition and results of operations.

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Changes in interest rates could adversely affect our results of operations and financial condition.

Our profitability depends substantially on our net interest income, which is the difference between the interest income earned on our interest-earning assets and the interest expense paid on our interest-bearing liabilities. Increases in interest rates may decrease loan demand and make it more difficult for borrowers to repay adjustable-rate loans. In addition, as market interest rates rise, we will have competitive pressures to increase the rates we pay on deposits. Because interest rates we pay on our deposits would be expected to increase more quickly than the increase in the yields we earn on our interest-earning assets, our net interest income would be adversely affected.

We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Decreases in interest rates can result in increased prepayments of loans and mortgage-related securities, as borrowers refinance to reduce borrowing costs. Under these circumstances, we are subject to reinvestment risk to the extent that we are unable to reinvest the cash received from such prepayments at rates that are comparable to the interest rates on existing loans and securities.

A downturn in the local economy or a decline in real estate values could hurt our profits.

Our local economy may affect our future growth possibilities and operations in our primary market area. Our future growth opportunities depend on the growth and stability of our regional economy and our ability to expand our market area. In addition, nearly all of our loans are to customers are located in the upper northeast portion of the lower peninsula of Michigan. A downturn in our local economy may limit funds available for deposit and may negatively affect our borrowers’ ability to repay their loans on a timely basis, both of which could have an impact on our profitability. Also, a decline in real estate valuations in our market area would lower the value of the collateral securing our loans.

Our small size makes it more difficult for us to compete.

Our small asset size makes it more difficult to compete with other financial institutions which are generally larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our larger competitors. In addition, our smaller customer base makes it difficult to generate meaningful non-interest income. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

First Federal is subject to extensive regulation, supervision and examination by the OCC, as its primary federal regulator, and First Federal Bancorp is supervised and examined by the Federal Reserve Board as a savings and loan holding company. Such regulation and supervision govern the activities in which an institution and its holding companies may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy,

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regulations, or legislation, including changes in the regulations governing savings and loan holding companies, could have a material impact on First Federal Bancorp, First Federal and our operations.

Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.

Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, but such events may still occur and may not be adequately addressed if they do occur. In addition any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

In addition, we outsource a majority of our data processing to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business, subject us to additional regulatory scrutiny or expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

New regulations could restrict our ability to originate and sell mortgage loans.

The Consumer Financial Protection Bureau has issued a rule designed to clarify for lenders how they can avoid monetary damages under the Dodd-Frank Act, which would hold lenders accountable for ensuring a borrower’s ability to repay a mortgage. Loans that meet this “qualified mortgage” definition will be presumed to have complied with the new ability-to-repay standard. Under the Consumer Financial Protection Bureau’s rule, a “qualified mortgage” loan must not contain certain specified features, including:

excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans);

interest-only payments;

negative-amortization; and

terms longer than 30 years.

Also, to qualify as a “qualified mortgage,” a borrower’s total monthly debt-to-income ratio may not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify the borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. Although the significant majority of First Federal’s historical loan originations would qualify as qualified mortgages under the new rule on qualified mortgages, the new rule may limit First Federal’s ability or desire to make certain types of loans or loans to certain borrowers, and may make it

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more costly/and or time consuming to make these loans, which could limit First Federal’s growth and/or profitability. The new rule may also alter First Federal’s residential mortgage loan origination mix between qualified and non-qualified mortgage loans, which could reduce gain on sale fees from secondary market loan sales and affect interest rate risk related to non-qualified loans that are originated and held in First Federal’s portfolio.

We will become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.

In July 2013, the OCC and the other federal regulators approved a new rule that will substantially amend the regulatory risk-based capital rules applicable to First Federal. The final rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act.

The final rule includes new minimum risk-based capital and leverage ratios, which will be effective for First Federal on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements will be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also establishes a “capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

The application of more stringent capital requirements for First Federal could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions constraining us from paying dividends or repurchasing shares if we were to be unable to comply with such requirements.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our current market and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected, by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and operating results may be adversely affected.

Future legislative or regulatory actions could impair our rights against borrowers.

There have been proposals made by members of Congress and others that would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans and

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limit an institution’s ability to foreclose on mortgage collateral. If proposals such as these, or other proposals limiting our rights as a creditor, are implemented, we could experience increased credit losses or increased expense in pursuing our remedies as a creditor.

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CAUTION ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The sections of this document which contain forward-looking statements include, but are not limited to, “Questions And Answers About the Merger and the Special Meetings,” “Summary,” “Risk Factors,” “Description of the Merger – Background of the Merger,” “Description of the Merger – Recommendation of the Alpena Banking Corporation Board of Directors; Alpena Banking Corporation’s Reasons for the Merger” and ““Description of the Merger – Recommendation of the First Federal Bancorp Board of Directors; First Federal Bancorp’s Reasons for the Merger.” You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions and the risks and other factors set forth in the “Risk Factors” section beginning on page 7.

Because of these and other uncertainties, First Federal Bancorp’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. In addition, First Federal Bancorp’s and Alpena Banking Corporation’s past results of operations do not necessarily indicate First Federal Bancorp’s and Alpena Banking Corporation’s combined future results. You should not place undue reliance on any of the forward-looking statements, which speak only as of the dates on which they were made. Neither First Federal Bancorp nor Alpena Banking Corporation is undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Each of First Federal Bancorp and Alpena Banking Corporation qualifies all of its forward-looking statements by these cautionary statements.

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Unaudited Pro Forma combined consolidated financial information relating to the merger

The unaudited pro forma combined consolidated financial information has been prepared using the purchase method of accounting, giving effect to the proposed merger with Alpena Banking Corporation. The unaudited pro forma combined condensed consolidated statement of financial condition combines the historical financial information of First Federal Bancorp and Alpena Banking Corporation as of March 31, 2014 and assumes that the Merger was completed on that date. The unaudited pro forma combined consolidated statements of operations combine the historical financial information of First Federal Bancorp and Alpena Banking Corporation and give effect to the Merger as if it had been completed as of April 1, 2014. The unaudited pro forma combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial condition had the Merger been completed on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The financial information should be read in conjunction with the accompanying Notes to the Unaudited Pro Forma Combined Consolidated Financial Information. Certain reclassifications have been made to Alpena Banking Corporation’s historical financial information in order to conform to First Federal Bancorp’s presentation of financial information.

The pro forma financial information includes estimated adjustments, including adjustments to record assets and liabilities of Alpena Banking Corporation at their respective fair values and represents the pro forma estimates by First Federal Bancorp based on available fair value information as of the date of the Merger Agreement. In some cases, where noted, more recent information has been used to support estimated adjustments in the pro forma financial information.

The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities and as additional information becomes available and additional analyses are performed. The final allocation of the purchase price for the Merger will be determined after the Merger is completed and after completion of thorough analyses to determine the fair value of Alpena Banking Corporation’s tangible and identifiable intangible assets and liabilities as of the date of the Merger. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact First Federal Bancorp’s statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Alpena Banking Corporation’s stockholders’ equity, including results of operations from March 31, 2014 through the date that the Merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

First Federal Bancorp anticipates that the Merger will provide the combined company with financial benefits that include reduced operating expenses. Assuming the Merger is consummated in the 3^rd quarter of 2014 and based on Alpena Banking Corporation’s 2013 non-interest expense, First Federal Bancorp expects to realize cost savings in calendar 2015 approximating 36.0% of the anticipated non-interest expense of Alpena Banking Corporation. These cost savings are not included in these pro forma statements and there can be no assurance that expected cost savings will be realized. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.

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The unaudited pro forma combined consolidated financial information has been derived from and should be read in conjunction with the historical consolidated financial statements and the related notes of Alpena Banking Corporation which are contained in Appendix D and of the historical consolidated financial statements and the related notes of First Federal Bancorp which are contained in Appendix E and Appendix F.

The unaudited pro forma stockholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of First Federal Bancorp common stock or the actual or future results of operations of First Federal Bancorp for any period. Actual results may be materially different than the pro forma information presented.

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First Federal Bancorp and Subsidiaries

Unaudited Pro Forma Combined Statements of Financial Condition

At March 31, 2014 ⁽¹⁾

	First Federal Bancorp Historical			Alpena Banking Corporation Historical			Pro Forma Adjustments			Pro Forma Combined
	(Dollars in thousands)
Assets
Cash and cash equivalents	$	2,868		$	472		$	(219	)	$	3,121		(A)
Overnight deposits with Federal Home Loan Bank		279			3,482			—			3,761
Total cash and cash equivalents		3,147			3,954			(219	)		6,882

Securities available for sale, at fair value		56,442			24,832			—			81,274
Securities held to maturity		2,255			―			—			2,255
Loans – net		135,326			37,377			759			173,462		(B)
		—			—			(1,900	)		(1,900	)	(C)
		—			—			156			156		(D)
Loans held for sale		236			—			—			236
Federal Home Loan Bank stock		3,266			157			—			3,423
Property and equipment		5,160			2,774			(1,000	)		6,934		(E)
Foreclosed real estate		1,938			283			(100	)		2,121		(F)
Accrued interest receivable		828			247						1,075
Intangible assets		10			―			984			994		(G)
Deferred tax asset		658			―			389			1,047		(H)
Originated mortgage servicing right – net		812			―			—			812
Bank owned life insurance		4,639			―			—			4,639
Other assets		550			271			—			821
Total assets	$	215,267		$	69,895		$	(931	)	$	284,231

Liabilities and Stockholders’ Equity
Liabilities
Non-interest bearing deposits		21,724			14,840			—			36,564
Interest-bearing deposits		143,996			47,833			42			191,871		(I)
Advances from Federal Home Loan		24,233			—			—			24,233
REPO sweep accounts		—			—			—			—
Accrued expenses and other liabilities		1,353			303			—			1,656
Total liabilities		191,306			62,976			42			254,324

Stockholders’ Equity
Common stock		32			5,337			(5,329	)		40		(J)
Additional paid-in capital		23,854			—			4,207			28,061		(J)
Retained earnings		2,927			1,680			(1,680	)		2,927		(J)
		—			—			1,950			1,950		(K)
		—			—			(219	)		(219	)	(A)
Treasury stock at cost		(2,964	)		—			—			(2,964	)
Accumulated other comprehensive (loss) income		112			(98	)		98			112		(J)
Total stockholders’ equity		23,961			6,919			(973	)		29,907
Total liabilities and stockholders’ equity	$	215,267		$	69,895		$	(931	)	$	284,231

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First Federal Bancorp and Subsidiaries

Unaudited Pro Forma Combined Statement of Income

For the Quarter Ended March 31, 2014 ⁽¹⁾

	First Federal Bancorp Historical			Alpena Banking Corporation Historical		Pro Forma Adjustments			Pro Forma Combined
	(Dollars in thousands)
Interest Income
Loans, including fees	$	1,710		$	522	$	(31	)	$	2,201		(L)
Investments:
Securities available for sale		335			103		―			438
Other		―			3		―			3
Total interest income		2,045			628		(31	)		2,642

Interest Expense
Deposits		186			34		(42	)		178		(M)
Borrowings		63			—		―			63
Total interest expense		249			34		(42	)		241
Net Interest Income before provision for loan losses		1,796			594		11			2,401
Provision for Loan Losses		16			—		—			16
Net Interest Income after provision for loan losses		1,780			594		11			2,385
Other Income
Service charges and other fees		181			91		—			272
Net loss on sale of real estate owned and other repossessed assets		(5	)		—		―			(5	)
Insurance and brokerage commissions		96			—		—			96
Other		64			—		—			64
Total other income		336			91		—			427

Operating Expenses
Compensation and employee benefits		1,109			332		—			1,441
FDIC insurance premiums		46			—		—			46
Amortization of intangible assets		30			—		179			209		(N)
Advertising		28			—		―			28
Occupancy and equipment		236			59		(50	)		245		(O)
Data processing service bureau		62			—		―			62
Professional fees		129			—		―			129
Collection activity		18			—		―			18
Real estate owned & other repossessed assets		17			—		―			17
Other		220			285		—			505
Total operating expenses		1,895			676		129			2,700
Income (loss) before income tax expense		221			9		(118	)		112
Income tax expense		—			—		—			38		(P)
Net income (loss)	$	221		$	9	$	(118	)	$	74

Earnings per share
Basic	$	0.08		$	0.02				$	0.02
Diluted	$	0.08		$	0.02				$	0.02
Average shares outstanding
Basic		2,884,049			533,700					3,727,014
Diluted		2,884,049			533,700					3,727,014

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NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Note 1 - Basis of Presentation

The unaudited pro forma combined financial information has been prepared using the purchase method of accounting, giving effect to the Merger as if the transactions had occurred as of the beginning of the earliest period presented. The Merger will be a “reorganization” for federal income tax purposes, and First Federal Bancorp and Alpena Banking Corporation shareholders generally will not recognize, for federal income tax purposes, any gain or loss on the Merger, or the receipt of shares of First Federal Bancorp common stock for their shares of Alpena Banking Corporation.

The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position had the Merger been consummated at April 1, 2014, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The Merger, which is currently expected to be completed in the third quarter of 2014, provides for the issuance of 1.549 shares of First Federal Bancorp’s common stock in exchange for each share of Alpena Banking Corporation’s common stock and is subject to approval of First Federal Bancorp’s and Alpena Banking Corporation’s shareholders and certain regulatory agencies.

The Merger will be accounted for as an acquisition by First Federal Bancorp using the purchase method of accounting. Accordingly, the assets and liabilities of Alpena Banking Corporation will be recorded at their respective fair values and the values used represent management’s estimates based on available information. The pro forma adjustments included herein are subject to change depending on changes in interest rates and the components of assets and liabilities, additional information that becomes available and additional analysis that is performed. The final allocation of the purchase price will be determined after the Merger is completed and after completion of thorough analysis to determine the fair value of Alpena Banking Corporation’s tangible and identifiable intangible assets and liabilities as of the date the merger is completed. Increases or decreases in the estimated fair values of the net assets, commitments, executor contracts, and other items of Alpena Banking Corporation as compared with the information shown in the unaudited pro forma combined financial information may change the amount of the purchase price allocated to goodwill and other assets and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Alpena Banking Corporation’s shareholders’ equity through the effective date of the Merger will also change the purchase price allocation, which may include the recording of goodwill. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

The accounting policies of both First Federal Bancorp and Alpena Banking Corporation are also being reviewed. Upon completion of such review, conforming adjustments or financial statement reclassifications may be also determined.

Note 2 - Purchase Price Allocation

The pro forma adjustments include the purchase accounting entries to record the merger transaction. The deficit of the purchase price in comparison to the fair value of the assets acquired, net of deferred taxes, is recorded as a bargain purchase gain in the income statement. Estimated fair value adjustments included in the pro forma financial statements are based upon available information, and certain assumptions considered reasonable, and may be revised as additional information becomes available. For purposes of this pro forma analysis, fair value adjustments are amortized/accreted using a

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combination of straight-line and sum-of-the-years-digits methodologies over the estimated average remaining lives.

When actual amortization/accretion is recorded for periods following the merger closing, the level yield method will be used where appropriate. Tax expense related to the net fair value adjustments is calculated at the statutory 34% tax rate. The allocation of the purchase price is as follows:

Purchase Price Allocation

(in thousands, except share and per share amounts)

Pro Forma Purchase Price
Alpena Banking Corporation Outstanding Common Shares as of effective date of Merger				544,200
Share Conversion (1.549 Conversion factor)				1.549
Total pro forma shares				842,965
Price per share, based on First Federal Bancorp’s price of $5.00 at March 31, 2014			$	5.00
Total pro forma purchase price			$	4,215

Alpena Banking Corporation Net Assets at Fair Value
Assets
Cash and cash equivalents	$	3,954
Securities	$	24,989
Loans - net	$	36,392
Property and equipment	$	1,774
Foreclosed real estate		183
Intangible assets		984
Other assets		907
Total assets	$	69,183
Liabilities
Deposits	$	62,715
Other liabilities		303
Total liabilities	$	63,018
Net assets			$	6,165
Preliminary bargain purchase gain			$	1,950

Note 3 - Pro Forma Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All fair value adjustments were calculated using a 34% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.

Note A -

Adjustment includes $219,000 of after-tax expenses expected to be paid by Alpena Banking Corporation prior to the consummation of the Merger. First Federal Bancorp expects to incur pre-tax Merger related costs of approximately $340,000 prior to and after the Merger is consummated, which are not reflected.

Note B -

Elimination of Alpena Banking Corporation’s allowance for loan losses. Purchased loans acquired in a business combination are recorded at fair value and the recorded allowance of the company acquired is not carried over.

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Note C -

A fair value adjustment to total loans to reflect credit deterioration in Alpena Banking Corporation’s loan portfolio in the amount of $1.9 million which represents a mark of 5.08% on Bank of Alpena’s outstanding loan portfolio. Individual loan files were reviewed extensively by management to determine an overall credit mark on outstanding loans. The management of Alpena Banking Corporation identified impaired loans of $2.7 million as of December 31, 2013. The loan file review performed by First Federal Bancorp confirmed that the population of impaired loans was complete. By definition, impaired loans of the target are classified as purchased credit impaired based on the guidance in ASC 310-30 and will be accounted for accordingly. The pro forma assumes that future losses would equal the credit mark so no adjustment has been made in future years.

Note D -

A fair value adjustment to total loans reflect differences in interest rates in the amount of $156,000, which was based primarily on an analysis of current market interest rates, credit spreads, loan types, maturity dates and potential prepayments. The fair value adjustment will be amortized into loan interest income over the estimated lives of the affected loans using a level yield methodology. Further assumes the fair value would be recognized over a five-year period.

Note E -

A fair value adjustment to Premises and Equipment reflects the fair market value of either acquired buildings or buildings owned by First Federal Bancorp which it is expected will be consolidated and sold following consummation of the Merger.

Note F -

A fair value adjustment to Other Real Estate Owned reflects the current market value of such properties acquired from the Alpena Banking Corporation based on expected updated valuation data at the time of the closing of the Merger.

Note G -

First Federal Bancorp’s estimate of the fair value of the core deposit intangible asset ($984,000) was estimated by using a discounted cash flow approach. This approach calculates the present value of Bank of Alpena’s core deposit expense compared to the expense associated with an alternative funding source over an expected estimated life. The core deposit intangible will be amortized into noninterest expense over a ten-year period using the sum-of-the-years digit methodology.

Note H -

Adjustment of $389,000 to reflect deferred tax assets associated with the adjustments to record the assets and liabilities of Alpena Banking Corporation at fair value based on First Federal Bancorp’s statutory tax rate of 34%.

Note I -

A fair value adjustment to time deposits to reflect differences in interest rates in the amount of $42,000, which was based primarily on an analysis of current market interest rates and maturity dates. The fair value adjustment will be accreted into interest expense over the estimated lives of the affected time deposits using a level-yield methodology. Further assumes the fair value will be recognized over a one-year period.

Note J -

Stockholders’ equity was adjusted by a net $2.704 million to reflect a $4.215 million credit for the equity component of Merger consideration and $6.919 million debit to eliminate historical equity of Alpena Banking Corporation pursuant to ASC 805, thereby representing a conversion of all Alpena Banking Corporation’s shares into First Federal Bancorp’s common shares on a 1.549 conversion basis.

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Note K -

Amount represents implied bargain purchase gain at the consummation of the Merger based on the difference in the fair value of equity received and the pro forma adjustments applied to the equity received by the stockholders of Alpena Banking Corporation.

Note L -

Interest income on loans has been adjusted to reflect the amortization of the interest rate related fair value adjustment described in Note D. For the credit mark on the loan portfolio, further assumes that future losses would equal the credit mark, so no adjustment has been recognized in future periods. For the interest rate-related fair value adjustment on the loan portfolio, further assumes the fair value adjustment would be recognized over a five-year period.

Note M -

Interest expense on deposits has been adjusted to reflect the amortization of the interest rate related fair value adjustment described Note I.

Note N -

Amortization of intangible assets has been adjusted to reflect the amortization of the core deposit intangible asset described in Note G.

Note O -

Occupancy and equipment has been adjusted to reflect the decrease in depreciation expense on premises and equipment described in Note E.

Note P -

Income tax expense has been adjusted to reflect income statement related adjustments at an effective tax rate of 34%.

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COMPARATIVE PRO FORMA PER SHARE DATA

The following table summarizes selected share and per share information about First Federal Bancorp and Alpena Banking Corporation giving effect to the Merger (which we refer to as “pro forma” information). The data in the table should be read together with the financial information and the financial statements of First Federal Bancorp and Alpena Banking Corporation included in this joint proxy statement/prospectus. The pro forma information is presented as an illustration only. The data do not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the Merger had occurred when indicated, nor are the data a forecast of the combined financial position or combined results of operations for any future period.

The information about book value per share and shares outstanding assumes that the Merger took place as of March 31, 2014 and is based on the assumptions set forth in the preceding unaudited pro forma combined consolidated statements of financial condition. The information about dividends and earnings per share assumes that the Merger took place as of April 1, 2014 and is based on the assumptions set forth in the preceding unaudited pro forma combined consolidated statements of operations. No pro forma adjustments have been included in these statements of operations which reflect potential effects of the Merger related to integration expenses, cost savings or operational synergies which are expected to be obtained by combining the operations of First Federal Bancorp and Alpena Banking Corporation, or the costs of combining the companies and their operations. It is further assumed that First Federal Bancorp will continue to pay a cash dividend after the completion of the Merger at the annual rate of $0.08 per share. The actual payment of dividends is subject to numerous factors, and no assurance can be given that First Federal Bancorp will pay dividends following the completion of the Merger or that dividends will not be reduced in the future.

(Stockholders’ Equity in thousands)	First Federal Bancorp		Alpena Banking Corporation		First Federal Bancorp/Alpena Banking Corporation Pro Forma Combined			Alpena Banking Corporation Equivalent ⁽³⁾
Book value per share:
March 31, 2014	$	8.32	$	12.97	$	8.02		$	12.42
Cash dividends paid per common share:
Quarter ended March 31, 2014	$	0.02	$	―	$	0.02	⁽¹⁾	$	0.03
Basic earnings per share from continuing operations:
Quarter ended March 31, 2014	$	0.08	$	0.02	$	0.02		$	0.02
Diluted earnings per share from continuing operations:
Quarter ended March 31, 2014	$	0.08	$	0. 02	$	0.02	⁽²⁾	$	0.02

Shares outstanding:
March 31, 2014		2,884,049		533,700		3,727,014	^(2) (3)		n/a
Stockholders’ Equity
March 31, 2014	$	23,961	$	6,919	$	29,907		$	n/a

(1)

Pro forma dividends per share represent First Federal Bancorp’s historical dividends per share.

(2)

Includes 10,500 restricted shares that will be issued to management of Alpena Banking Corporation at the effective time of the Merger.

(3)

Pro forma shares are calculated by multiplying the historical amount of Alpena Banking Corporation by 1.549 exchange ratio and adding that product to the historical shares of First Federal Bancorp. The Alpena Banking Corporation Equivalent presentation adjusts for the exchange ratio.

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MARKET PRICE AND DIVIDEND INFORMATION

First Federal Bancorp common stock is listed on the Nasdaq Capital Market under the symbol “FFNM.” Alpena Banking Corporation common stock is not listed on any exchange nor is it quoted on the OTC Bulletin Board. Accordingly there is no trading market for Alpena Banking Corporation’s common stock and there is corresponding high and low bid information for the common stock. There were no trades during 2012 and two trades in 2013. The average amount of shares traded was 300, and the average sale price was $11.00 per share. Alpena Banking Corporation has not paid a dividend since its inception.

The following table lists the high and low prices per share for First Federal Bancorp common stock and the cash dividends declared by First Federal Bancorp for the periods indicated.

	First Federal Bancorp
	High		Low		Dividends

Quarter Ended
March 31, 2014	$	5.36	$	4.84	$	0.02

December 31, 2013	$	5.72	$	4.71	$	0.02
September 30, 2013	$	4.47	$	4.20	$	―
June 30, 2013	$	4.65	$	3.40	$	―
March 31, 2013	$	4.79	$	4.24	$	―

December 31, 2012	$	5.00	$	3.94	$	―
September 30, 2012	$	3.96	$	3.25	$	―
June 30, 2012	$	4.03	$	3.30	$	―

You should obtain current market quotations for First Federal Bancorp as the market price of First Federal Bancorp common stock will fluctuate between the date of this document and the date on which the Merger is completed, and thereafter.

As of March 31, 2014, there were approximately 600 holders of record of First Federal Bancorp common stock. As of March 31, 2014, there were 228 holders of record of Alpena Banking Corporation common stock. These numbers do not reflect the number of persons or entities who may hold their stock in nominee or “street name” through brokerage firms.

Following the Merger, the declaration of dividends will be at the discretion of First Federal Bancorp’s board of directors and will be determined after consideration of various factors, including earnings, cash requirements, the financial condition of First Federal Bancorp, applicable state law and government regulations and other factors deemed relevant by First Federal Bancorp’s board of directors.

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SPECIAL MEETING OF ALPENA BANKING CORPORATION STOCKHOLDERS

Date, Place, Time and Purpose

Alpena Banking Corporation’s board of directors is sending you this document to request that you allow your shares of Alpena Banking Corporation to be represented at the special meeting by the persons named in the enclosed proxy card. At the special meeting, the Alpena Banking Corporation board of directors will ask you to vote on a proposal to approve the Merger Agreement. You may also be asked to vote to adjourn the special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement. The special meeting will be held at Bank of Alpena located at 468 North Ripley Boulevard, Alpena, Michigan at ______ a.m., Eastern Time, on __________, 2014.

Who Can Vote at the Meeting

You are entitled to vote if the records of Alpena Banking Corporation showed that you held shares of Alpena Banking Corporation common stock as of the close of business on _________ ___, 2014. As of the close of business on that date, a total of 533,700 shares of Alpena Banking Corporation common stock were outstanding. Each share of common stock has one vote. If you are a beneficial owner of shares of Alpena Banking Corporation common stock held by a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum and Vote Required

The special meeting will conduct business only if a majority of the outstanding shares of Alpena Banking Corporation common stock entitled to vote is represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of Alpena Banking Corporation common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1: Approval of the Merger Agreement. Approval of the Merger Agreement will require the affirmative vote of a majority of the outstanding shares of Alpena Banking Corporation common stock entitled to vote at the special meeting. Failure to return a properly executed proxy card or to vote in person will have the same effect as a vote against the Merger Agreement. Broker non-votes and abstentions from voting will have the same effect as voting against the Merger Agreement.

Proposal 2: Adjourn the meeting if necessary or appropriate, including an adjournment to permit further solicitation of proxies in favor of the Merger. The affirmative vote of the majority of votes cast is required to approve the proposal to adjourn the special meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement.

Shares Held by Alpena Banking Corporation Officers and Directors in Alpena Banking Corporation

As of __________ ___, 2014, directors and executive officers of Alpena Banking Corporation beneficially owned 164,500 shares of Alpena Banking Corporation common stock, which equals approximately 30.8% of the outstanding shares of Alpena Banking Corporation common stock. The

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directors and executive officers of Alpena Banking Corporation have agreed to vote their shares in favor of the Merger at the special meeting.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, Alpena Banking Corporation recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

Alpena Banking Corporation stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the Merger Agreement and the proposal to adjourn the meeting. If you are the record holder of your shares of Alpena Banking Corporation common stock and submit your proxy without specifying a voting instruction, your shares of Alpena Banking Corporation common stock will be voted “FOR” the proposal to adopt the Merger Agreement and “FOR” the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement. Alpena Banking Corporation’s board of directors recommends a vote “FOR” approval of the Merger Agreement and “FOR” approval of the proposal to adjourn the special meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement.

You may revoke your proxy before it is voted by:

•

filing with Alpena Banking Corporation a duly executed revocation of proxy;

•

submitting a new proxy with a later date; or

•

voting in person at the special meeting.

Attendance at the special meeting will not, in and of itself, constitute a revocation of a proxy. All written notices of revocation and other communication with respect to the revocation of proxies should be addressed to:

	Alpena Banking Corporation
	468 North Ripley Boulevard
	Alpena, Michigan 49707
	Attn: Craig A. Kus, President and Chief Executive Officer

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. Alpena Banking Corporation does not know of any other matters to be presented at the meeting.

Solicitation of Proxies

Alpena Banking Corporation will pay for this proxy solicitation. Directors, officers and employees of Alpena Banking Corporation may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

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SPECIAL MEETING OF FIRST FEDERAL BANCORP STOCKHOLDERS

Date, Place, Time and Purpose

First Federal Bancorp’s board of directors is sending you this document to request that you allow your shares of First Federal Bancorp to be represented at the special meeting by the persons named in the enclosed proxy card. At the special meeting, the First Federal Bancorp board of directors will ask you to vote on a proposal to approve the Merger Agreement. You may also be asked to vote to adjourn the special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement. The special meeting will be held at _____________________, Alpena, Michigan at ______ a.m., Eastern Time, on _____________, 2014.

Who Can Vote at the Meeting

You are entitled to vote if the records of First Federal Bancorp showed that you held shares of First Federal Bancorp common stock as of the close of business on __________ ___, 2014. As of the close of business on that date, a total of 2,884,049 shares of First Federal Bancorp common stock were outstanding. Each share of common stock has one vote. If you are a beneficial owner of shares of First Federal Bancorp common stock held by a broker, bank or other nominee (i.e., in “street name”) and you want to vote your shares in person at the meeting, you will have to get a written proxy in your name from the broker, bank or other nominee who holds your shares.

Quorum; Vote Required

The special meeting will conduct business only if a majority of the outstanding shares of First Federal Bancorp common stock entitled to vote is represented in person or by proxy at the meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares of First Federal Bancorp common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1: Approval of the Merger Agreement. Approval of the Merger Agreement will require the affirmative vote of a majority of the outstanding shares of First Federal Bancorp common stock entitled to vote at the meeting. Failure to return a properly executed proxy card or to vote in person will have the same effect as a vote against the Merger Agreement. Broker non-votes and abstentions from voting will have the same effect as voting against the Merger Agreement.

Proposal 2: Adjourn the special meeting if necessary or appropriate, including an adjournment to permit further solicitation of proxies in favor of the Merger. The affirmative vote of the majority of votes cast is required to approve the proposal to adjourn the special meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement.

Shares Held by First Federal Bancorp Officers and Directors and by First Federal Bancorp

As of __________ ___, 2014, directors and executive officers of First Federal Bancorp beneficially owned 334,990 shares of First Federal Bancorp common stock, including shares that may be acquired upon the exercise of stock options. This equals approximately 11.6% of the outstanding shares of First Federal Bancorp common stock. The directors and executive officers of First Federal Bancorp have agreed to vote their shares in favor of the Merger at the special meeting. As of the same date,

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Alpena Banking Corporation and its subsidiaries and its directors and executive officers did not own any shares of First Federal Bancorp common stock.

Voting and Revocability of Proxies

You may vote in person at the special meeting or by proxy. To ensure your representation at the special meeting, First Federal Bancorp recommends that you vote by proxy even if you plan to attend the special meeting. You can always change your vote at the special meeting.

First Federal Bancorp stockholders whose shares are held in “street name” by their broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares. Your broker or bank may allow you to deliver your voting instructions via the telephone or the Internet.

Voting instructions are included on your proxy form. If you properly complete and timely submit your proxy, your shares will be voted as you have directed. You may vote for, against, or abstain with respect to the approval of the Merger Agreement and the proposal to adjourn the meeting. If you are the record holder of your shares of First Federal Bancorp common stock and submit your proxy without specifying a voting instruction, your shares of First Federal Bancorp common stock will be voted “FOR” the proposal to adopt the Merger Agreement and “FOR” the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement. First Federal Bancorp’s board of directors recommends a vote “FOR” approval of the Merger Agreement and “FOR” approval of the proposal to adjourn the meeting if necessary to permit further solicitation of proxies on the proposal to approve the Merger Agreement.

You may revoke your proxy before it is voted by:

•

filing with the Secretary of First Federal Bancorp a duly executed revocation of proxy;

•

submitting a new proxy with a later date; or

•

voting in person at the special meeting.

	First Federal of Northern Michigan Bancorp, Inc.
	100 South Second Avenue
	Alpena, Michigan 49707
	Attention: Eileen M. Budnick, Corporate Secretary

If any matters not described in this document are properly presented at the special meeting, the persons named in the proxy card will use their own judgment to determine how to vote your shares. First Federal Bancorp does not know of any other matters to be presented at the special meeting.

Solicitation of Proxies

First Federal Bancorp will pay for this proxy solicitation. In addition to soliciting proxies by mail, Phoenix Advisory Partners, LLC, a proxy solicitation firm, will assist First Federal Bancorp in soliciting proxies for the special meeting. First Federal Bancorp will pay $5,000, plus expenses, for these services.

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First Federal Bancorp will, upon request, reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Additionally, directors, officers and employees of First Federal Bancorp may solicit proxies personally and by telephone. None of these persons will receive additional or special compensation for soliciting proxies.

No DISSENTERS’ RIGHTS FOR ALPENA BANKING CORPORATION STOCKHOLDERS

Under the Michigan Business Corporation Act, stockholders of Alpena Banking Corporation common stock do not have dissenters’ rights of appraisal in connection with the transactions contemplated by the Merger Agreement.

DESCRIPTION OF THE MERGER

The following summary of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement. A copy of the Merger Agreement is attached as Appendix A to this joint proxy statement/prospectus. You should read the Merger Agreement completely and carefully as it, rather than this description, is the legal document that governs the Merger.

General

The Merger Agreement provides for the merger of Alpena Banking Corporation with and into First Federal Bancorp, with First Federal Bancorp as the surviving entity. Following the merger of Alpena Banking Corporation with and into First Federal Bancorp, First Federal Bancorp will merge Bank of Alpena with and into First Federal.

Alpena Banking Corporation’s Background of the Merger

Since its formation in 2001 the Alpena Banking Corporation board of directors has strategically planned for the growth and safety of Bank of Alpena. Those strategic options included strategies to increase Bank of Alpena’s market share, market area and financial service offerings always with the intent of creating additional shareholder value consistent with its mission statement: “The Bank of Alpena will provide financial services to the Alpena and surrounding markets, through a well-managed, locally owned and directed community bank, in such a way as to establish and maintain lasting customer relationships, a successful operation for its shareholders, and a quality environment for its employees to grow.”

The Alpena Banking Corporation board also identified impediments to future growth and profitability including the economic changes to its market, restricted access to capital, continued completion and an ever increasing cost to operate specifically related to the legislative and regulatory reaction to the recession which began in 2008.

The parties began informal exploratory conversations about a business combination in the summer of 2006, at which time the parties signed the initial confidentiality agreement. Based on those conversations, First Federal prepared a letter of intent indicating a range for the aggregate merger consideration and submitted it to Alpena Banking Corporation’s board of directors, which considered the proposal and prepared a formal rejection letter which it delivered to First Federal on December 13, 2006. This letter effectively terminated all discussions of a business combination between the parties.

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The discussions of a business combination resumed in November 2009 with Mr. Tim Fitzpatrick, the chairman of Alpena Banking Corporation, inviting Mr. Michael Mahler, First Federal Bancorp’s President and Chief Executive Officer, to begin an exploratory conversation regarding a possible business combination. In February 2010, First Federal submitted a letter to Messrs. Fitzpatrick and Richard Crittenden, an outside board member of Alpena Banking Corporation, indicating First Federal’s interest in continuing to explore a business combination with Bank of Alpena. Later that month, Messrs. Fitzpatrick, Crittenden and Mahler met.

The parties signed a confidentiality agreement regarding the Merger on March 1, 2010, and the parties commenced due diligence based on publicly available data. On March 17, 2010 the parties discussed, via conference call, a merger-related analysis prepared by Austin Associates, First Federal Bancorp’s financial advisor, representatives of which also participated on the call. Merger discussions then stalled in April 2010 as a result of Bank of Alpena having executed its Consent Order with the FDIC and the Michigan Department of Insurance and Financial Services (“DIFS”).

In August 2011, Craig Kus, the President and Chief Executive Officer of Alpena Banking Corporation, along with Messrs. Fitzpatrick, Crittenden met with Messrs. Thomson and Mahler of First Federal Bancorp to discuss the respective parties’ regulatory conditions and to re-introduce the possibility of the merger. Based on this meeting, the parties re-initiated merger discussions, which resulted in another confidentiality agreement being signed by the parties in September 2011.

In March 2012, First Federal indicated that its first examination by the OCC, the regulatory successor to the now-defunct Office of Thrift Supervision, was scheduled for July 2012 and that further discussion would be delayed until it received an indication from the OCC following completion of this examination. Subsequent to the completion of the OCC examination in August 2012, the parties periodically met throughout the Fall of 2012 and the early Winter of 2013.

The parties met and resumed dialogue regarding a potential merger transaction in March 2013. On April 17, 2013, the parties executed a non-binding letter of intent that outlined agreement on the material terms of a potential transaction and provided that the parties would enter into formal negotiations regarding a strategic merger of the two organizations. However, in May 2013, it was decided by the parties that, since both institutions were one month away from their next regulatory on-site examinations, the parties would wait for completion of these examination before continuing any further merger discussions.

First Federal’s examination was conducted in July-August 2013, and First Federal received its report of examination in September 2013. Similarly, Bank of Alpena underwent an examination in the Summer of 2013 and received its report of examination in September 2013. Upon completion of these examinations and receipt of the reports of examination, the parties determined to re-initiate merger discussions and prepare for due diligence. Those negotiations, together with reciprocal due diligence, took place throughout the balance of 2013.

In August 2013 Alpena Banking Corporation retained RP Financial, LC., Arlington, Virginia, as its financial advisor to assist the board in the evaluation of the financial terms of a potential merger with First Federal Bancorp.

In October 2013, a draft of the Merger Agreement was provided by First Federal Bancorp to Alpena Banking Corporation for review and negotiation. During November of 2013 representatives of RP Financial, Alpena Banking Corporation’s financial advisor, and Shumaker, Loop & Kendrick, LLP, legal counsel to Alpena Banking Corporation, held multiple conferences calls with Alpena Banking Corporation’s President and CEO Craig Kus and its Board Chair Timothy Fitzpatrick to discuss the terms

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of the proposed Merger Agreement. RP Financial, Alpena Banking Corporation’s financial advisor, and Shumaker, Loop & Kendrick, LLP, legal counsel to Alpena Banking Corporation, were actively involved in reviewing, drafting and negotiating the terms of the final Merger Agreement.

During the beginning of November 2013, members of Alpena Banking Corporation’s executive management and board of directors’ executive committee reviewed the draft Merger Agreement. Conference calls between the Company’s advisors and its President and CEO and Board Chair resulted in a number of requested changes to the proposed Merger Agreement. On November 26, 2013, Alpena Banking Corporation’s attorneys presented a marked version of the proposed Merger Agreement to First Federal Bancorp’s attorneys for review. On December 9, 2013 a revised Merger Agreement was sent to Alpena Banking Corporation attorney’s responsive to the issues and requested changes previously made by Alpena Banking Corporation. On December 10, 2013 a meeting took place between the respective executive management teams and Board Chairs of First Federal Bancorp and Alpena Banking Corporation and the final issues were negotiated, subject to the respective final review and approval of the full boards of directors of the parties. A further revised draft Merger Agreement was provided to Alpena Banking Corporation’s attorneys on December 13, 2013. The full board of directors of Alpena Banking Corporation received a copy of a draft Merger Agreement on December 18, 2013.

On January 22, 2014, the boards of directors of Alpena Banking Corporation and Bank of Alpena met to consider and approve the Merger Agreement. After a presentation of the financial terms of the transaction by James Hennessey, a Director of RP Financial, Mr. Hennessey provided his oral opinion that the transaction was fair, from a financial point of view. The Merger Agreement was then reviewed in detail with the with the boards of directors of Alpena Banking Corporation and Bank of Alpena by Martin D. Werner, a partner of Shumaker, Loop & Kendrick, LLP (“Shumaker”). The boards of directors of Alpena Banking Corporation and Bank of Alpena approved the Merger Agreement on January 22, 2014. RP Financial issued its opinion in writing on January 23, 2014 to the Alpena Banking Corporation board of directors. The Merger Agreement was signed by the presidents of Alpena Banking Corporation and First Federal Bancorp on January 23, 2014 and the transaction was publicly announced on January 23, 2014.

Recommendation of the Alpena Banking Corporation Board of Directors; Alpena Banking Corporation’s Reasons for the Merger

Recommendation of the Alpena Banking Corporation Board of Directors

The Alpena Banking Corporation board of directors unanimously adopted and approved the Merger Agreement and the Merger, determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Alpena Banking Corporation and its stockholders and recommended that Alpena Banking Corporation stockholders approve and adopt the Merger Agreement. In connection with the foregoing, the board considered the opinion of RP Financial, Alpena Banking Corporation’s financial advisor, in making its recommendation. For more information on RP Financial’s opinion, see the section of this joint proxy statement/prospectus titled “ – Opinion of Alpena Banking Corporation’s Financial Advisor” beginning on page 39 .

The Alpena Banking Corporation board of directors unanimously recommends that you vote “FOR” approval of the Merger Agreement.

Reasons for the Merger

The Alpena Banking Corporation board of directors, in reaching its determination, consulted with Alpena Banking Corporation’s senior management, RP Financial and Shumaker, its legal counsel, drew on its knowledge of Alpena Banking Corporation’s business, operations, properties, assets, financial

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condition, operating results, historical market prices and prospects, and considered the following factors in favor of the Merger, which are not presented in order of priority:

a review of the historical financial statements of Alpena Banking Corporation and First Federal Bancorp and certain other internal information, primarily financial in nature, relating to the respective businesses, earnings, and financial condition of Alpena Banking Corporation and First Federal Bancorp;

the respective business strategies of Alpena Banking Corporation and First Federal Bancorp, prospects for the future, including expected financial results, and expectations relating to the proposed Merger, based on discussions with management of Alpena Banking Corporation and First Federal Bancorp;

the geographic fit and increased customer convenience of the branch network of First Federal;

the compatibility of the banking cultures and business and management philosophies of Alpena Banking Corporation and First Federal Bancorp, particularly with respect to customer service and convenience, and the meeting of local banking needs;

the effect of the Merger on Alpena Banking Corporation customers and the communities served by Alpena Banking Corporation, including the effect of an increase in the legal lending limit available to borrowers of the combined bank by reason of the Merger;

the effect on Alpena Banking Corporation customers and the communities served by Alpena Banking Corporation of First Federal Bancorp’s longstanding history of serving the customers and communities in Alpena County and the surrounding Counties;

the amount of the Merger consideration and the belief of the Alpena Banking Corporation board of directors that First Federal Bancorp common stock represents an investment in a well-capitalized institution which should result in long-term value and increased liquidity for Alpena Banking Corporation stockholders;

the fact that the Merger consideration is expected to be tax-free to Alpena Banking Corporation stockholders to the extent that they receive First Federal Bancorp common stock in exchange for their shares of Alpena Banking Corporation common stock;

the fact that even though Alpena Banking Corporation no longer will exist as an independent, stand-alone company, Alpena Banking Corporation stockholders will participate in the growth of First Federal Bancorp and in any synergies resulting from the Merger and retain the potential to receive an additional market premium if at some future time First Federal Bancorp is acquired;

the dividend paid by First Federal Bancorp;

the fact that the Merger Agreement and the transactions contemplated thereby were the product of arms’ length negotiations between representatives of Alpena Banking Corporation and representatives of First Federal Bancorp;

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the presentation of RP Financial (including the assumptions and methodologies underlying the analyses in connection therewith) and the opinion of RP Financial to Alpena Banking Corporation’s board dated January 23, 2014, a copy of which is attached to this joint proxy statement/prospectus as Appendix B and which you should read carefully in its entirety, which expresses RP Financial’s view that, as of January 23, 2014, and based on and subject to the factors, limitations and assumptions set forth in its opinion, the Merger consideration was fair, from a financial point of view, to holders of Alpena Banking Corporation common stock;

the anticipated effect of the acquisition on Alpena Banking Corporation employees (including the fact that Alpena Banking Corporation employees who do not continue as employees of First Federal Bancorp or First Federal of Northern Michigan will be entitled to receive severance benefits);

the terms and conditions of the Merger Agreement, including:

the Alpena Banking Corporation board of directors’ belief that the termination fee payable to First Federal Bancorp was reasonable in the context of termination fees that were payable in other comparable transactions and likely would not preclude another party from making a competing proposal;

the likelihood that the Merger will be consummated in light of the conditions to First Federal Bancorp’s obligation to consummate the merger;

the fact that approval and adoption of the Merger Agreement would require the affirmative vote of the holders of a majority of the shares of each of Alpena Banking Corporation common stock and First Federal Bancorp common stock entitled to vote on the proposals to approve the Merger;

a review of the risks and prospects of Alpena Banking Corporation remaining independent, including the increase in the cost of regulatory compliance as a consequence of the Dodd-Frank Wall Street Reform and Consumer Protection Act that was enacted on July 21, 2010, and the regulations that have been and continue to be adopted pursuant to that Act;

the fact that four directors of Alpena Banking Corporation designated by First Federal Bancorp will, at the effective time of the Merger, become directors of First Federal Bancorp; and

the fact that First Federal Bancorp intends to keep open Bank of Alpena’s office as a branch office of First Federal and close First Federal’s existing Ripley Boulevard branch office.

The Alpena Banking Corporation board of directors also was aware that all Alpena Banking Corporation directors and executive officers, who collectively owned 164,500 shares of Alpena Banking Corporation common stock, would enter into voting agreements with First Federal Bancorp contemporaneously with the execution of the Merger Agreement and that pursuant to such voting agreements, Alpena Banking Corporation’s directors and executive officers would agree to vote the shares held by them in favor of the approval and adoption of the Merger Agreement. The Alpena Banking Corporation board of directors understood that such voting agreements were a condition to First

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Federal Bancorp entering into the Merger Agreement and such voting agreements will terminate in the event that the Merger Agreement is terminated in accordance with its terms.

In the course of the Alpena Banking Corporation board of directors’ deliberations, it also considered a variety of risks and other countervailing factors, including:

the risks and costs to Alpena Banking Corporation if the Merger is not completed, including:

the diversion of management and employee attention, potential employee attrition and the resulting effect on Alpena Banking Corporation’s customers and business relationships; and

the market price of Alpena Banking Corporation common stock, as the market price could be affected by many factors, including (1) the reason or reasons for which the Merger Agreement was terminated and whether such termination resulted from factors adversely affecting Alpena Banking Corporation; (2) Alpena Banking Corporation’s then current operating and financial results, which could be variable; and (3) the possibility that, as a result of the termination of the Merger Agreement, the marketplace would consider Alpena Banking Corporation to be an unattractive acquisition candidate;

the fact that the Merger consideration, consisting entirely of shares of First Federal Bancorp common stock (other than cash paid in lieu of partial shares), provides less certainty of value to Alpena Banking Corporation stockholders compared to a transaction in which they would receive only cash consideration;

the fact that Alpena Banking Corporation would be obligated to pay a $200,000 termination fee, or, if greater, reimbursement of actual expenses incurred by First Federal Bancorp up to $400,000 in order to terminate the Merger Agreement to pursue a Superior Proposal;

the fact that generally the receipt of First Federal Bancorp common stock in exchange for Alpena Banking Corporation stock as the Merger consideration will be tax-free to Alpena Banking Corporation stockholders; and

the interests of Alpena Banking Corporation’s officers and directors in the Merger described in the section of this joint proxy statement/prospectus titled “Interests of Certain Persons in the Merger that are Different from Yours” beginning on page 62.

The foregoing discussion of the factors considered by the Alpena Banking Corporation board of directors is not intended to be exhaustive, but does set forth the principal factors considered by Alpena Banking Corporation’s board of directors. The Alpena Banking Corporation board of directors collectively reached the unanimous conclusion to adopt the Merger Agreement and approve the Merger in light of the various factors described above and other factors that each member of the Alpena Banking Corporation board of directors determined was appropriate. In view of the wide variety of factors considered by the Alpena Banking Corporation board of directors in connection with its evaluation of the Merger and the complexity of those matters, the Alpena Banking Corporation board of directors did not consider it practical, and therefore did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Alpena Banking Corporation

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board of directors is making its recommendation based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual Alpena Banking Corporation directors may have given different weights to different factors.

Opinion of Alpena Banking Corporation’s Financial Advisor

Throughout this section entitled “Opinion of Alpena Banking Corporation’s Financial Advisor” references to “we,” “our” or “us” refer to RP Financial, LC.

Alpena Banking Corporation retained RP^®Financial, LC. (“RP Financial”) in September 2013 to render an opinion regarding fairness with respect to the merger consideration to be received by Alpena Banking Corporation stockholders in the Merger. Prior to this engagement, RP Financial had never performed any services, had any material relationship with or received any fees from Alpena Banking Corporation. In engaging RP Financial for its opinion as to the fairness of the merger consideration to be received, the Alpena Banking Corporation board of directors did not give any special instructions to RP Financial, nor did it impose any limitations upon the scope of the investigation that RP Financial wished to conduct to enable it to give its opinion. RP Financial has delivered to Alpena Banking Corporation its written opinion, dated January 23, 2014, to the effect that, based upon and subject to the matters set forth therein, as of that date, the merger consideration to be received in connection with the Merger with First Federal Bancorp was fair to the Alpena Banking Corporation stockholders from a financial point of view. The opinion of RP Financial is directed toward the consideration to be received by all Alpena Banking Corporation stockholders and does not constitute a recommendation to any Alpena Banking Corporation stockholder to vote in favor of approval of the Merger Agreement. A copy of the RP Financial opinion is set forth as Appendix B to this joint proxy statement/prospectus, and Alpena Banking Corporation stockholders should read it in its entirety. RP Financial has consented to the inclusion and description of its written opinion in this joint proxy statement/prospectus.

RP Financial was selected by Alpena Banking Corporation to provide an opinion regarding fairness because of RP Financial’s expertise in the valuation of financial institutions and their securities for a variety of purposes, including its expertise in connection with mergers and acquisitions of financial institutions and their holding companies, including transactions in the Midwest region of the United States. Pursuant to a letter agreement dated August 15, 2013, and executed October 1, 2013, by and between RP Financial and Alpena Banking Corporation (the “RP Engagement Letter”), RP Financial estimates that it will receive from Alpena Banking Corporation total professional fees of approximately $50,000 plus reimbursement of certain out-of-pocket expenses, for its fairness opinion services in connection with the Merger.

In addition, Alpena Banking Corporation has agreed to indemnify and hold harmless RP Financial, any affiliates of RP Financial, and the respective directors, officers, agents and employees of RP Financial or their successors and assigns who act for or on behalf of RP Financial in connection with the services called for under the RP Engagement Letter, from and against any and all losses, claims, damages and liabilities, including, but not limited to, all losses and expenses in connection with claims under the federal securities laws, actually incurred by RP Financial and attributable to: (i) any untrue statement of a material fact contained in the financial statements or other information furnished or otherwise provided by an authorized officer of Alpena Banking Corporation to RP Financial; (ii) the omission of a material fact from the financial statements or other information furnished or otherwise made available by an authorized officer of Alpena Banking Corporation to RP Financial, or (iii) any action or omission to act by Alpena Banking Corporation, or Alpena Banking Corporation’s respective officers, directors, employees or agents, which action or omission is willful. Notwithstanding the foregoing, Alpena Banking Corporation will be under no obligation to indemnify RP Financial hereunder

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if a court determines that RP Financial was negligent or acted in bad faith or willfully with respect to any actions or omissions of RP Financial related to a matter for which indemnification is sought.

In addition, if RP Financial is entitled to indemnification from Alpena Banking Corporation under the RP Financial Engagement Letter, and in connection therewith incurs legal expenses in defending any legal action challenging the opinion of RP Financial where RP Financial is not negligent or otherwise at fault or is found by a court of law to be not negligent or otherwise at fault, Alpena Banking Corporation will indemnify RP Financial for all reasonable expenses.

In rendering its opinion, RP Financial reviewed the following material and/or conducted the following analyses with respect to the Agreement and Alpena Banking Corporation:

The Merger Agreement, as reviewed and approved by the Alpena Banking Corporation as of January 23, 2014, including exhibits;

The following financial information for Alpena Banking Corporation: (a) audited consolidated financial statements included in the annual reports for the years ended December 31, 2010 through December 31, 2012; (b) unaudited consolidated financial data, including stockholder reports and financial statements through September 30, 2013, and (c) unaudited draft consolidated financial data through November 30, 2013; quarterly financial reports submitted to the FDIC by Bank of Alpena through September 30, 2013; (d) internal financial and other reports from the beginning of 2012 through September 30, 2013 with regard to current and projected balance sheet and off-balance sheet composition, profitability, interest rates, volumes, maturities, market values, trends, credit risk, interest rate risk, liquidity risk and operations; and (d) historical publicly available financial information as published by SNL Financial, Inc.;

Internally prepared budget information for Alpena Banking Corporation;

The financial terms of other recently completed and pending acquisitions of regional banks and thrifts with similar characteristics as Alpena Banking Corporation;

The financial terms of other recently completed and pending acquisitions of small banks and thrifts where the transaction consideration was all stock and the acquirers stock was priced similarly to First Federal Bancorp from a tangible book value perspective;

The estimated pro forma financial benefits of the Merger to Alpena Banking Corporation stockholders; and

Board and management interviews at Alpena Banking Corporation to gain a more complete understanding of the institution and the decisions that led to the Merger;

In addition, in rendering its opinion, RP Financial reviewed the following material and/or conducted the following analyses with respect to First Federal Bancorp:

The following financial information for First Federal Bancorp: (a) the annual audited financial statements for the year ended December 31, 2012, as presented in 10-K filings; (b) September 30, 2013 financial information contained in the 10-Q; (c) unaudited consolidated financial data, including stockholder reports and financial statements through September 30, 2013 and; (d) unaudited draft consolidated financial data through November 30, 2013; (e) quarterly financial reports submitted to the FDIC by First Federal through

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September 30, 2013; (f) internal financial and other reports from the beginning of 2012 through September 30, 2013 with regard to current and projected balance sheet and off-balance sheet composition, profitability, interest rates, volumes, maturities, market values, trends, credit risk, interest rate risk, liquidity risk and operations; and (g) historical publicly available financial information as published by SNL Financial, Inc.;

Internally prepared budget information for First Federal Bancorp;

Stock price history for First Federal Bancorp during the past twelve months;

First Federal Bancorp financial information versus a peer group of comparable publicly-traded institutions; and

Management interviews at First Federal Bancorp to gain a more complete understanding of the institution and the post-Merger operations and business plan.

In rendering its opinion, RP Financial relied, without independent verification, on the accuracy and completeness of the information concerning Alpena Banking Corporation and First Federal Bancorp furnished by the respective institutions to RP Financial for review for purposes of its opinion, as well as publicly available information regarding other financial institutions and competitive, economic and demographic data. RP Financial further relied on the assurances of management of both institutions that they were not aware of any facts or circumstances that would make any such information inaccurate or misleading. RP Financial was not asked to and did not independently verify any of the information provided and did not assume any responsibility or liability for the accuracy or completeness thereof. Alpena Banking Corporation and First Federal Bancorp did not restrict RP Financial as to the material it was permitted to review. RP Financial did not perform or obtain any independent appraisals or evaluations of the assets and liabilities, the collateral securing the assets or the liabilities (contingent or otherwise) of Alpena Banking Corporation or First Federal Bancorp or the collectability of any such assets. RP Financial did not make an independent evaluation of the adequacy of the allowance for loan losses of Alpena Banking Corporation or First Federal Bancorp nor did RP Financial review any individual credit files relating to Alpena Banking Corporation or First Federal Bancorp.

With respect to such estimates and projections of transaction costs, purchase accounting adjustments, expected cost savings and other synergies and other information prepared by and/or discussed with First Federal Bancorp’s management and used by RP Financial in its analyses, RP Financial assumed that such estimates reflected the best currently available estimates and judgments of First Federal Bancorp’s management of the respective future financial performances of First Federal Bancorp and Alpena Banking Corporation, and RP Financial assumed that such performances would be achieved. RP Financial expresses no opinion as to such estimates or projections or the assumptions on which they are based.

RP Financial, with Alpena Banking Corporation’s consent, has relied upon the advice Alpena Banking Corporation received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and other transactions contemplated by the merger agreement. In rendering its opinion, RP Financial assumed that, in the course of obtaining the necessary regulatory and governmental approvals for the proposed merger, no restriction would be imposed on First Federal Bancorp that would have a material adverse effect on the ability of the merger to be consummated as set forth in the merger agreement. RP Financial also assumed that there was no material change in Alpena Banking Corporation’s or First Federal Bancorp’s assets, financial condition, results of operations, business or prospects since the date of the most recent financial statements made available to RP

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Financial. RP Financial assumed in all respects material to the analyses, that all of the representations and warranties contained in the merger agreement and all related agreements are true and correct, that each party to such agreements will perform all of the covenants required to be performed by such party under such agreements and that the conditions precedent in the merger agreement are not waived.

RP Financial’s opinion was based solely upon the information available to it and the economic, market and other circumstances as they existed as of January 23, 2014. Events occurring after January 23, 2014 could materially affect the assumptions used in preparing the opinion. In connection with rendering its opinion dated January 23, 2014, RP Financial performed a variety of financial analyses that are summarized below. Although the evaluation of the fairness, from a financial point of view, of the merger consideration was to some extent subjective based on the experience and judgment of RP Financial and not merely the result of mathematical analyses of financial data, RP Financial relied, in part, on the financial analyses summarized below in its determinations. The preparation of a fairness opinion is a complex process and RP Financial believes its analyses must be considered as a whole. Selecting portions of such analyses and factors considered by RP Financial without considering all such analyses and other factors could create an incomplete view of the process underlying RP Financial’s opinion. In its analyses, RP Financial took into account its assessment of general business, market, monetary, financial and economic conditions, industry performance and other matters, many of which are beyond the control of Alpena Banking Corporation and First Federal Bancorp, as well as RP Financial’s experience in securities valuation, its knowledge of financial institutions, its knowledge of the current operating and M&A environments for financial institutions, and its experience in similar transactions. With respect to the comparable transactions analysis described below, no public company utilized as a comparison is identical to Alpena Banking Corporation and such analyses necessarily involve complex considerations and judgments concerning the differences in financial and operating characteristics of the companies and other factors that could affect the acquisition values of the companies concerned. The analyses were prepared solely for purposes of RP Financial providing its opinion as to the fairness of the merger consideration, and they do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Any estimates contained in RP Financial’s analyses are not necessarily indicative of future results of values, which may be significantly more or less favorable than such estimates.

Comparable Transactions Analysis. RP Financial compared the Merger on the basis of the multiples or ratios of reported earnings, tangible book value and tangible book premium to core deposits to three selected comparable groups of completed and pending bank and/or thrift mergers and acquisitions. The first comparable group consisted of all acquisitions of commercial banks, commercial bank holding companies, savings institutions, or thrift holding companies in the located in the Midwestern states of Michigan, Minnesota and Wisconsin that were announced between January 1, 2011 and December 31, 2013, where the institution being acquired reported assets less than $1.0 billion (the “Michigan, Minnesota and Wisconsin Group”). There were a total of 14 transactions included in the Group as follows:

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Acquirer	Headquarters State	Seller	Headquarters State

Horizon Bancorp	IN	SCB Bancorp, Inc.	MI
Mahnomen Bancshares, Inc.	MN	First Financial Bank	MN
Nicolet Bankshares, Inc.	WI	Mid-Wisconsin Financial Services, Inc.	WI
Centra Ventures, Inc.	MN	Richmond Bank Holding Company	MN
Greenwoods Financial Group, Inc.	WI	Bank of Monticello	WI
Frandsen Financial Corporation	MN	Clinton Bancshares, Inc.	MN
Heartland Financial USA, Inc.	IA	First Shares, Inc.	WI
Investor Group	MI	Bank of Michigan	MI
PSB Holdings, Inc.	WI	Marathon State Bank	WI
MinnDak Bancshares, Inc.	MN	Kent Bancshares, Inc.	MN
Perham State Bancshares, Inc.	MN	Farmers State Bank of Dent	MN
Golden Oak Bancshares, Inc.	WI	Park Bank	WI
Goodenow Bancorporation	IA	Farmers State Bank of Sherburn	MN
Finlayson Bancshares, Incorporated	MN	First National Bank of the North	MN

The second comparable group consisted of all acquisitions of commercial banks, commercial bank holding companies, savings institutions, or thrift holding companies in Midwest region of the U.S. that were announced between January 1, 2011 and December 31, 2013, where the institution being acquired reported assets less than $250 million, non-performing assets to total assets (“NPAs/Assets) greater than 2.0%, and return on average assets (“ROAA”) measures between negative 75 basis points and positive 75 basis points (the “Midwest Group”). There were a total of 14 transactions included in the Group as follows:

Acquirer	Headquarters State	Seller	Headquarters State

German American Bancorp, Inc.	IN	United Commerce Bancorp	IN
Peoples Bancorp Inc.	OH	Ohio Commerce Bank	OH
Croghan Bancshares, Inc.	OH	Indebancorp	OH
Greenwoods Financial Group, Inc.	WI	Bank of Monticello	WI
First Community Financial Partners, Inc.	IL	First Community Bank of Homer Glen & Lockport	IL
Investor Group	MI	Bank of Michigan	MI
Ohio Farmers Insurance Company	OH	Western Reserve Bancorp, Inc.	OH
Investor Group	NA	First Bancshares, Inc.	KS
Horizon Bancorp	IN	Heartland Bancshares, Inc.	IN
Perham State Bancshares, Inc.	MN	Farmers State Bank of Dent	MN
First Farmers Financial Corporation	IN	First Citizens of Paris, Inc.	IL
River Valley Bancorp	IN	Dupont State Bank	IN
Kentucky First Federal Bancorp	KY	CKF Bancorp, Inc.	KY
Finlayson Bancshares, Incorporated	MN	First National Bank of the North	MN

The third comparable group consisted of all acquisitions of commercial banks, commercial bank holding companies, savings institutions, or thrift holding companies in the U.S. that were announced between January 1, 2011 and December 31, 2013, where the form of merger consideration consisted solely of the acquirer’s common stock and where the acquirer’s Price/Tangible Book ratio, based on the closing price of the acquirer’s stock as of the day of announcement was less than 100% (“All Stock Transaction Group”). There were a total of 5 transactions as follows:

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Acquirer	Headquarters State	Seller	Headquarters State
First Community Financial Partners, Inc.	IL	First Community Bank of Plainfield	IL
First Community Financial Partners, Inc.	IL	Burr Ridge Bank and Trust	IL
First Community Financial Partners, Inc.	IL	First Community Bank of Homer Glen & Lockport	IL
First Bank	NJ	Heritage Community Bank	NJ
New Century Bancorp, Inc.	NC	Select Bancorp, Inc.	NC

RP Financial evaluated acquisition pricing multiples or ratios at announcement for the acquisition targets included in the selected comparable groups and compared that data relative to the Alpena Banking Corporation financial data and pricing multiples or ratios at acquisition announcement based on the proposed merger with First Federal Bancorp. In conducting these comparative analyses, RP Financial considered the average and median data points of each comparable group to Alpena Banking Corporation.

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The following table summarizes Alpena Banking Corporation’s performance relative to that of the comparable groups:

Alpena Banking Corporation Financial Performance Versus Comparable Transactions Groups

					Tang.		Return on Average
	No. of				Equity/									Res. Coverage/
	Deals		Total Assets		Assets		Assets		Equity			NPAs/ Assets		NPLs(3)
	(#)		($000)		(%)		(%)		(%)			(%)		(%)

Alpena Banking Corporation (1)		―	$	73,234		9.32		0.12		1.30			4.93		21.63

Comparable Transactions Peer Group (2)
Michigan, Minnesota and Wisconsin Group
Average		14	$	98,204		11.33		0.50		3.85			2.48		95.69
Median		14		72,469		10.84		0.44		3.55			2.28		46.37
Midwest Group
Average		14	$	124,151		9.74		0.35		3.54			4.00		54.21
Median		14		97,108		9.92		0.41		4.21			3.81		51.03
All Stock Transaction Group
Average		5	$	161,507		10.28		0.10		(1.14	)		3.90		124.20
Median		5		146,259		10.79		0.77		6.63			4.70		60.30

(1)

Alpena Banking Corporation data as of or for the 12 months ended November 30, 2013.

(2)

Peer Group data is as or for the most recent twelve month period prior to announcement as reported by SNL Financial, LC.

(3)

Reflects allowance for loan and lease losses divided by non-performing loans (“NPLs”).

Not meaningful

Alpena Banking Corporation’s merger pricing ratio relative to trailing 12 month earnings through November 30, 2013 was 48.60x, which was generally above the range of ratios recorded by the comparable group. Alpena Banking Corporation’s merger pricing ratios relative to book value and tangible book value (63.56% for each) was at the lower end of the range of ratios of each of the banks and thrifts included in the comparable group. Alpena Banking Corporation’s tangible book value premium/core deposits ratio was not meaningful and thus was not used a basis for comparison.

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Alpena Banking Corporation Merger Pricing Versus Comparable Transaction Groups

	No. of Deals		P/TB		P/E		TBV Premium/ Core Deposits
	(#)		(%)		(x)		(%)

Alpena Banking Corporation (1)		―		63.56		48.60		NM

Comparable Transactions Peer Group (2)
1. Michigan, Minnesota and Wisconsin Group
Average		14		105.94		21.28		1.46
Median		14		107.04		15.80		0.85
2. Midwest Group
Average		14		106.97		27.44		0.71
Median		14		105.04		18.63		0.45
3. All Stock Transaction Group
Average		5		83.80		10.40		NM
Median		5		71.40		11.80		NM

(1)

Alpena Banking Corporation data as of or for the 12 months ended November 30, 2013.

(2)

Peer Group data is as or for the most recent twelve month period prior to announcement as reported by SNL Financial, LC.

Not meaningful

RP Financial’s fairness analysis under the comparable transaction approach took into consideration Alpena Banking Corporation’s lower earnings in terms of the return on average assets and return on average equity measures as well as its higher NPA/assets and lower reserve coverage in relation to non-performing loans. Also considered were Bank of Alpena’s asset size, its Memorandum of Understanding with the FDIC and the Michigan Department of Insurance and Financial Services (“DIFS”) including the requirements that the Bank of Alpena maintain a 9% Tier 1 leverage ratio and an 11% total risk-based capital ratio. Furthermore, RP Financial considered the current banking regulatory environment and the cost and ability of the Bank of Alpena to comply with the Memorandum of Understanding and applicable banking regulations. In addition to the foregoing, RP Financial considered that the merger consideration paid to the Alpena Banking Corporation stockholders in connection with the transaction would consist of the stock of First Federal Bancorp, and the pricing of First Federal Bancorp’s stock on a pro forma basis in the public markets.

Discounted Cash Flow Analysis. RP Financial evaluated the value per share of the current offer to the implied value of Bank of Alpena’s current business plan. Using Alpena Banking Corporation’s 2014 budget data as a base, RP Financial extrapolated projected asset growth and profitability to 5 years assuming: (1) annual asset growth of 2%; and (2) return on average assets increase by 5% annually, to equal 0.40% by the end of 2018. RP Financial assumed a Year 5 terminal value based on assumed acquisition premiums 5 years from today. No interim cash flows (dividends) were assumed given the projected earnings level and the relatively high capital levels required to be maintained under the regulatory Memorandum of Understanding. We discounted the future cash flows associated with an assumed sale of Bank of Alpena at Year 5 back to present value at a risk-adjusted discount rate approximating the Alpena Banking Corporation cost of capital, as calculated using the Capital Asset Pricing Model which we estimated to equal 20%. The terminal value estimated after five years in 2018 assumes a sale of Alpena Banking Corporation based on a range of projected Price/Earnings multiples (16.2 times to 19.8 times) and Price/Tangible Book Value ratios (90% to 110%). The present per share value generated by the DCF under these assumptions ranged from $3.87 per share to $6.81 per share, when compared to the proposed transaction value of $8.13 per share (based on First Federal Bancorp’s

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closing stock price for the ten trading day through December 31, 2013, and the Exchange Ratio) supported the fairness conclusion.

Pro Forma Impact Analysis. Since the merger consideration consists solely of First Federal Bancorp’s common stock, RP Financial considered the estimated pro forma impact of the Merger on First Federal Bancorp’s financial condition, operating results and stock pricing ratios. Specifically, RP Financial considered that the Merger: (a) is anticipated to be accretive to First Federal Bancorp’s pro forma earnings per share within the first year of completing the Merger, assuming incorporation of certain anticipated merger synergies and core earnings estimates for Alpena Banking Corporation; (b) will increase First Federal Bancorp’s market capitalization and shares outstanding; and (c) will increase First Federal Bancorp’s stock liquidity. Furthermore, RP Financial considered the increased asset size, competitive profile and geographic footprint of First Federal Bancorp on a pro forma basis. RP Financial considered the pro forma impact of the Merger on First Federal Bancorp’s per share data and pricing ratios based on First Federal Bancorp’s pre-announcement trading price. RP Financial also considered other benefits of the Merger to Alpena Banking Corporation stockholders, including the potential for increased liquidity of the stock for Alpena Banking Corporation’s stockholders given First Federal Bancorp’s larger size, greater market capitalization and greater number of shares outstanding, and listing on the NASDAQ, whereas the trading market for Alpena Banking Corporation’s common stock has historically been very limited. Moreover, RP Financial considered the enhanced ability to pursue growth within the expanded market area and expanded management team. In comparing the pro forma impact of the Merger, RP Financial also took into consideration that following the Merger, Alpena Banking Corporation stockholders will own approximately 22% of the common stock in First Federal Bancorp, and that 4 directors of Alpena Banking Corporation will serve on the 9 member board of directors following the closing of the Merger. Furthermore, RP Financial considered the pro forma balance sheet impact of the Merger assuming a number of purchase accounting adjustments that could reasonably be applied to certain of Alpena Banking Corporation’s assets to determine the pro forma GAAP and regulatory capital position of First Federal Bancorp. Finally, RP Financial considered the pro forma earnings impact of the Merger to First Federal Bancorp including the potential impact of various cost savings and revenue enhancements which are projected to be realized on a post-Merger basis by First Federal Bancorp.

In addition to the above analyses, RP Financial considered and evaluated the operating history of Alpena Banking Corporation, the historical trading activity and trading price of the Alpena Banking Corporation common stock, the national, regional and local risks that could negatively impact future operations on a stand-alone basis. Additionally, RP Financial considered the current regulatory environment including the Memorandum of Understanding executed by Bank of Alpena with the FDIC and the DIFS, including the factors that may impact Bank of Alpena to comply with this regulatory agreement and the various risk and sanctions which may be imposed in the event that Bank of Alpena is unable to comply with the Memorandum of Understanding in the future. RP Financial’s opinion and presentation to the Alpena Banking Corporation board of directors was one of many factors taken into consideration by the Alpena Banking Corporation Board in making its determination to approve the Merger Agreement. Although the foregoing summary describes the material components of the analyses presented by RP Financial to the Alpena Banking Corporation board of directors in anticipation of issuing the January 23, 2014, opinion, it does not purport to be a complete description of all the analyses performed by RP Financial and is qualified by reference to the written opinion of RP Financial set forth as Appendix B, which stockholders of Alpena Banking Corporation are urged to read in its entirety.

These analyses do not purport to be indicative of actual values or expected values or an appraisal range of the shares of Alpena Banking Corporation common stock. The discounted cash flow analysis is a widely used valuation methodology, but RP Financial noted that it relies on numerous assumptions, including future earnings levels, terminal values and discount rates, the future values of which may be

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significantly more or less than such assumptions. Any variation from these assumptions would likely produce different results.

First Federal Bancorp’s Background of the Merger

In its ongoing efforts to strengthen its business and improve it operations and financial performance in order to create value for its stockholders, the boards of directors of First Federal Bancorp and First Federal review First Federal’s financial performance, risks, opportunities and strategy as part of regular monthly board meetings. As part of this evaluation and analysis, the boards regularly assess First Federal’s strategy and opportunities to achieve profitable growth through various strategic initiatives and transactions, giving consideration to the context of developments in the industry, conditions in the geographic area First Federal serves, competitive considerations and other factors.

The First Federal parties and Alpena Banking Corporation parties (collectively, the “parties”) began informal exploratory conversations about a business combination in the summer of 2006 at which time the parties signed a confidentiality agreement. First Federal hired Austin Associates as its financial advisors and had Austin Associates conduct a preliminary analysis on a potential merger of First Federal and Bank of Alpena. Based upon that analysis, First Federal, with the assistance of legal counsel, prepared a letter of interest to Bank of Alpena, indicating a range for the aggregate merger consideration. Alpena Banking Corporation’s board of directors considered the proposal and prepared a formal rejection letter which it delivered to First Federal on December 13, 2006. This letter effectively terminated all discussions of a business combination between the parties.

The discussions of a business combination resumed in November 2009 with an invitation from the Alpena Banking Corporation’s chairman, Mr. Tim Fitzpatrick, to Mr. Michael Mahler, First Federal Bancorp’s President and Chief Executive Officer, for an exploratory conversation regarding a business combination of the parties.

As is described in greater detail below, the passage of the Dodd-Frank Act in 2010 which eliminated the Office of Thrift Supervisions (“OTS”), the former primary regulator of both First Federal Bancorp and First Federal, and shifted primary oversight of First Federal Bancorp to the Federal Reserve Board and of First Federal to the Office of the Comptroller (“OCC”) contributed to the protracted discussion period between the parties concerning a merger.

In January 2010 Messrs. Mahler and Martin Thomson, Chairman of First Federal Bancorp, met on a preliminary basis with the OTS in Chicago to discuss a potential merger with Alpena Banking Corporation.

In February 2010, First Federal submitted a letter to Messrs. Fitzpatrick and Richard Crittenden, an outside board member of Alpena Banking Corporation, indicating First Federal’s interest in continuing to explore a business combination with Bank of Alpena. Thereafter, later in February 2010, Messrs. Fitzpatrick, Crittenden and Mahler met.

In April 2010, First Federal again met with OTS in Chicago at which time the OTS indicated concerns about a possible merger with Bank of Alpena as Bank of Alpena had recently entered in to a Consent Order with the FDIC and the DIFS. As a result of this meeting, merger discussions stalled.

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In August 2011 Messrs. Fitzpatrick, Crittenden and Craig Kus, President and Chief Executive Officer of Alpena Banking Corporation, and Messrs. Thomson and Mahler of First Federal Bancorp, met to discuss the respective parties’ regulatory conditions and to re-introduce the merger, and based on this meeting, the parties re-initiated merger discussions. This decision resulted in a confidentiality agreement being signed by the parties in September 2011.

In October 2011, Messrs. Fitzpatrick, Crittenden, Thomson and Mahler met and it was decided that First Federal would request updated financial analysis for the Merger from Austin Associates, which Austin Associates prepared in November 2011.

The parties then met in December 2011 to discuss this updated financial analysis.

In March 2012 the parties met and First Federal indicated that its first examination by the OCC, having assumed this oversight from the now defunct OTS, was scheduled for July 2012 and further discussion would be delayed until it received an indication from the OCC following completion of this examination. Following completion of the OCC examination in August 2012, the parties periodically met throughout the Fall of 2012 and the early Winter of 2013.

On January 8, 2013, Mr. Mahler spoke with Eric Luse, Esq. of Luse Gorman Pomerenk & Schick, PC, Washington, D.C., special legal counsel to First Federal Bancorp, to discuss the possibility of the Merger.

In March 2013, following receipt of the OCC report of examination from the examination conducted in July-August 2012, the parties met and resumed dialogue regarding the Merger. On April 17, 2013, the parties signed a letter of interest.

In May 2013, Austin Associates presented updated analysis to the First Federal Bancorp board of directors and the board of directors authorized Messrs. Mahler and Thomson to meet with the OCC, which they did on June 5, 2013. After this meeting it was decided that since both institutions were one month away from their next regulatory on-site examinations, the parties would wait for completion of these examination before continuing Merger discussions.

On October 10, 2013, the board of directors of First Federal Bancorp held a special meeting to discuss the merger agreement. Representatives from Luse Gorman and Austin Associates were in attendance at this meeting. Thereafter in October 2013, First Federal conducted loan review diligence on Bank of Alpena with the assistance of Plante & Moran, PLLC. Simultaneously the parties began to gather additional diligence materials and Austin Associates hosted an electronic data room to which data were uploaded for review beginning in November 2013. Additionally, in November 2013, Alpena Banking Corporation, with the assistance of Andrews Hooper Pavlik PLC, conducted a loan review of First Federal.

The parties reviewed due diligence findings in November 2013 through January 2014. During this time, the First Federal Bancorp board met and authorized management, with the assistance of legal

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counsel, Luse Gorman, to draft a merger agreement, which draft agreement was reviewed at regular monthly board meetings of First Federal during November and December

On November 26, 2014, Alpena Banking Corporation’s attorneys presented a marked version of the proposed Merger Agreement to First Federal Bancorp’s attorneys for review. On December 9, 2013 the board of directors of First Federal Bancorp held a special meeting to discuss the Merger Agreement and thereafter Messrs. Thomson, Mahler and Thomas Townsend, a director of First Federal Bancorp, met with Messrs. Kus, Crittenden and Fitzpatrick of Alpena Banking Corporation to discuss terms of the Merger.

On December 9, 2013 a revised Merger Agreement was sent to Alpena Banking Corporation attorney’s responsive to the issues and requested changes previously made by Alpena Banking Corporation. On December 10, 2013 a meeting took place between the respective executive management teams and Board Chairs of First Federal Bancorp and Alpena Banking Corporation and the final issues were negotiated, subject to the respective final review and approval of the full boards of directors of the parties. A further revised draft Merger Agreement was provided to Alpena Banking Corporation’s attorneys on December 13, 2013.

At meetings on December 12, 2013, December 16, 2013 and December 27, 2013, representatives of First Federal Bancorp and Alpena Banking Corporation reviewed terms of the merger agreement, including completion of the disclosure schedules related to the representations and warranties section of the Merger Agreement.

On January 17, 2014 representatives for the parties met to finalize the timing and sequence of events associated with signing the Merger Agreement and preparing a joint announcement.

On January 21, 2014 the boards of First Federal Bancorp and First Federal met with attorneys from Luse Gorman who reviewed with the boards in detail the Merger Agreement, and with representatives of Austin Associates who presented orally its fairness opinion and supporting financial analysis with respect to the merger consideration being issued by First Federal Bancorp to stockholders of Alpena Banking Corporation. Austin Associates subsequently issued its written fairness opinion dated January 23, 2014, concurrent with First Federal Bancorp’s board of director’s approval of the Merger Agreement. The oral and written opinions to the board of directors indicated that the terms of the Merger Agreement were fair to First Federal Bancorp and its stockholders. The written opinion was based on September 30, 2013 financial information as well as a review of preliminary December 31, 2013 financial results of each company and current market information.

On January 23, 2014, Messrs. Kus and Mahler executed the Merger Agreement. After the market closed on January 23, 2014 the parties issued a joint news release announcing the execution of the definitive Merger Agreement.

Recommendation of First Federal Bancorp’s Board of Directors and Reasons for Merger

First Federal Bancorp’s board of directors reviewed and discussed the transaction with First Federal Bancorp’s management and its financial and legal advisors in unanimously determining that the Merger was advisable and is fair to, and in the best interests of, First Federal Bancorp and its stockholders. In reaching its determination, the First Federal Bancorp board of directors considered a number of factors, including, among others, the following:

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the board’s understanding of, and the presentations of First Federal Bancorp’s management and financial advisor regarding, Alpena Banking Corporation’s business, operations, management, financial condition, asset quality, earnings and prospects;

the board’s view that the Merger will allow for enhanced opportunities for First Federal Bancorp’s new and existing clients and customers;

the results of management’s due diligence investigation of Alpena Banking Corporation and the reputation, business practices and experience of Alpena Banking Corporation and Bank of Alpena and its management, including their impression that Bank of Alpena is a community bank that is deeply committed to its customers, employees, and the communities that it serves;

the board’s view of potential synergies resulting from a combination of First Federal Bancorp and Alpena Banking Corporation;

the board’s view that the combined company will have the potential to realize a stronger competitive position and improved long-term operating and financial results, including revenue and earning enhancements;

the review by First Federal Bancorp’s board of directors with its legal and financial advisors of the structure of the Merger and the financial and other terms of the Merger Agreement; and

the financial information and analyses presented by Austin Associates to the First Federal Bancorp board of directors, and its opinion to the First Federal Bancorp board of directors to the effect that, as of the date of such opinion, based upon and subject to the assumptions, qualifications, conditions, limitations and other matters set forth in such opinion, the merger consideration to be paid by First Federal Bancorp to Alpena Banking Corporation stockholders in the Merger is fair to First Federal Bancorp from a financial point of view. A copy of the written opinion that was delivered to the First Federal Bancorp board is included as Appendix C to this joint proxy statement/prospectus and described under “Opinion of First Federal Bancorp’s Financial Advisor” beginning on page 52.

STOCKHOLDERS ARE URGED TO READ THE OPINION IN ITS ENTIRETY.

This discussion of the factors considered by First Federal Bancorp’s board of directors is not exhaustive. First Federal Bancorp’s board of directors considered these factors as a whole, and considered them to be favorable to, and supportive of, its determination. First Federal Bancorp’s board of directors did not consider it practical, nor did it attempt, to quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. In considering the factors described above, individual members of First Federal Bancorp’s board of directors may have given different weights to different factors.

First Federal Bancorp’s board of directors determined that the Merger Agreement and the Merger are fair to and in the best interests of First Federal Bancorp and its stockholders. Accordingly, First Federal Bancorp’s board of directors adopted and approved the Merger Agreement, and unanimously recommends that First Federal Bancorp stockholders vote “FOR” approval of the Merger Agreement in connection with the Merger.

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THE FIRST FEDERAL BANCORP BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

Opinion of First Federal Bancorp’s Financial Advisor

Throughout this section entitled “Opinion of First Federal Bancorp’s Financial Advisor” references to “we,” “our” or “us” refer to Austin Associates, LLC.

First Federal Bancorp and First Federal engaged Austin Associates, LLC (“Austin Associates”) to serve as financial advisor in connection with the Merger on October 15, 2012. Prior to this engagement, Austin Associates provided various consulting services to First Federal Bancorp, and between January 1, 2012 and May 7, 2014, Austin Associates received total fees of $74,000 (net of reimbursed expenses) from First Federal Bancorp which includes $25,000 of fees related to the proposed Merger. Austin Associates is an investment banking and consulting firm specializing in community bank mergers and acquisitions. First Federal Bancorp selected Austin Associates as its financial advisor on the basis of its historical consulting and investment banking relationship, and Austin Associates’ experience and expertise in representing community banks in similar transactions.

As part of its engagement, Austin Associates assessed the fairness, from a financial point of view, of the terms of the Agreement to First Federal Bancorp and its stockholders. The full text of Austin Associates’ opinion letter is attached as Appendix C to this joint proxy statement/prospectus. The description of the opinion set forth below is qualified in its entirety by reference to the opinion.

You should consider the following when reading the discussion of Austin Associates’ opinion in this document:

the opinion letter details the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken by Austin Associates in connection with its opinion, and should be read in its entirety;

Austin Associates’ opinion does not address the relative merits of the Merger and the other business strategies considered by First Federal Bancorp’s board, nor does it address the board’s decision to proceed with the Merger; and

Austin Associates’ opinion rendered in connection with the Merger does not constitute a recommendation to any First Federal Bancorp stockholder as to how he or she should vote at the special meeting of stockholders being called to vote on the Merger Agreement.

The preparation of a fairness opinion involves various determinations as to the most appropriate methods of financial analysis and the application of those methods to the particular circumstances. It is, therefore, not readily susceptible to partial analysis or summary description. In performing its analyses, Austin Associates made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of First Federal Bancorp and Alpena Banking Corporation and may not be realized. Any estimates contained in Austin Associates’ analyses are not necessarily predictive of future results or values, and may be significantly more or less favorable than the estimates. Estimates of values of companies do not purport to be appraisals or necessarily reflect the prices at which the companies or their securities may actually be sold. Unless specifically noted, none of the analyses performed by Austin Associates was assigned a greater significance by Austin Associates than any other. The relative importance or weight given to these analyses is not affected by the order of the analyses or the corresponding results. The summaries of

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financial analyses include information presented in tabular format. The tables should be read together with the text of those summaries.

With respect to the internal projections, transaction costs, purchase accounting adjustments and expected cost savings, First Federal’s management confirmed to us that they reflected the best currently available estimates, and we assumed that such performance and estimates would be achieved. We have also assumed that there has been no material change in the assets, financial condition, results of operations, business or prospects of First Federal Bancorp and Alpena Banking Corporation since the date of the most recent financial statements made available to us. We have assumed in all respects material to our analysis that First Federal Bancorp will remain as a going concern for all periods relevant to our analyses, that all of the representations and warranties contained in the Merger Agreement are true and correct, that each party to the Merger Agreement will perform all of the covenants required to be performed by such party under the Merger Agreement, and that the conditions precedent in the Merger Agreement are not waived. Finally, we have relied upon the advice First Federal Bancorp has received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the Merger and the other transactions contemplated by the Merger Agreement.

Austin Associates has relied, without independent verification, upon the accuracy and completeness of the information it reviewed for the purpose of rendering its opinion. Austin Associates did not undertake any independent evaluation or appraisal of the assets and liabilities of First Federal Bancorp or Alpena Banking Corporation, nor was it furnished with any appraisals. Austin Associates has not reviewed any individual credit files of First Federal or Bank of Alpena, and has assumed that First Federal’s and Bank of Alpena’s allowances are, in the aggregate, adequate to cover inherent credit losses. Austin Associates’ opinion is based on economic, market and other conditions existing on the date of its opinion. No limitations were imposed by First Federal Bancorp’s board or its management upon Austin Associates with respect to the investigations made or the procedures followed by Austin Associates in rendering its opinion.

In rendering its opinion, Austin Associates made the following assumptions:

all material governmental, regulatory and other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on First Federal Bancorp, Alpena Banking Corporation or on the anticipated benefits of the Merger;

that First Federal Bancorp and Alpena Banking Corporation have provided all of the information that might be material to Austin Associates in its review; and

the financial projections Austin Associates reviewed were reasonably prepared on a basis reflecting the best currently available estimates and judgment of the management of First Federal Bancorp and Alpena Banking Corporation as to the future operating and financial performance of First Federal Bancorp and Alpena Banking Corporation, respectively.

In connection with its opinion, Austin Associates reviewed:

the Merger Agreement;

certain publicly available financial statements and other historical financial information of First Federal Bancorp and First Federal that we deemed relevant;

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certain publicly available financial statements and other historical financial information of Alpena Banking Corporation and Bank of Alpena that we deemed relevant;

financial projections for First Federal Bancorp prepared by and reviewed with management of First Federal Bancorp;

financial projections for Alpena Banking Corporation prepared by and reviewed with management of Alpena Banking Corporation;

the financial performance of certain commercial banking organizations that we deemed comparable to First Federal Bancorp and Alpena Banking Corporation, respectively;

the financial terms of certain recent business combinations in the commercial banking industry, to the extent publicly available;

the current market environment generally and the banking environment in particular; and

such other information, financial studies, analyses and investigations and financial, economic and market data as we considered relevant.

Austin Associates discussed with certain members of senior management of First Federal Bancorp the business, financial condition, results of operations and prospects of First Federal Bancorp, including certain operating, regulatory and other financial matters. Austin Associates also discussed with certain members of senior management of Alpena Banking Corporation the business, financial condition, results of operations and prospects of Alpena Banking Corporation, including certain operating, regulatory and other financial matters.

On January 21, 2014, Austin Associates provided an oral opinion to the board of directors of First Federal Bancorp. Austin Associates subsequently issued its written opinion dated January 23, 2014, concurrent with First Federal Bancorp’s board of director’s approval of the Merger Agreement. The oral and written opinions to the board of directors indicated that the terms of the Merger Agreement were fair to First Federal Bancorp and its stockholders. The written opinion was based on September 30, 2013 financial information as well as a review of preliminary December 31, 2013 financial results of each company and current market information. Presented below is a summary of the analysis Austin Associates presented to the board of directors of First Federal Bancorp at that time. This summary does not purport to be a complete description of the analyses performed by Austin Associates. Capitalized terms used herein without definition shall have the meanings given to such terms in the Merger Agreement.

Financial Terms of the Merger. The financial terms of the Merger Agreement provide for stockholders of Alpena Banking Corporation to exchange each outstanding share of common stock of Alpena Banking Corporation for 1.549 shares of First Federal Bancorp common stock. Prior to closing, Alpena Banking Corporation will grant 10,500 shares to management of Alpena Banking Corporation as set forth in the Merger Agreement which will increase Alpena Banking Corporation’s issued and outstanding common shares from 533,700 to 544,200. At the Effective Time of the Merger, based on the outstanding shares of Alpena Banking Corporation and the 1.549 exchange ratio, Alpena Banking Corporation’s stockholders, in the aggregate, will receive 842,965 shares of First Federal Bancorp common stock, representing 22.6% of pro forma ownership in First Federal Bancorp. Following the Merger, there will be 3,727,014 issued and outstanding shares of First Federal Bancorp common stock.

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Contribution Analysis. Austin Associates compared the relative contribution of historical assets, equity and earnings of First Federal Bancorp and Alpena Banking Corporation, respectively, to the pro forma combined company, as of September 30, 2013. The following table summarizes the contribution analysis:

Contribution Analysis ($ in thousands)	First Federal Bancorp				Alpena Banking Corporation				Combined
YTD 09/30/13 PTPP Earnings ⁽¹⁾	$	779	76.5	%	$	239	23.5	%	$	1,018
YTD 09/30/13 Net Income	$	247	72.4	%	$	94	27.6	%	$	341
Total Equity	$	23,849	77.8	%	$	6,818	22.2	%	$	30,667
Tangible Equity	$	23,780	77.7	%	$	6,818	22.3	%	$	30,598
Total Assets	$	213,875	74.4	%	$	73,732	25.6	%	$	287,607
Nonperforming Assets	$	5,728	67.9	%	$	2,709	32.1	%	$	8,437
Nonperforming Assets ⁽²⁾	$	6,210	66.7	%	$	3,106	33.3	%	$	9,316
Shares/Ownership %		2,884,049	77.4	%		842,965	22.6	%		3,727,014

(1)

PTPP is Pre-tax pre-provision earnings. Excludes OREO value adjustments and intangible amortization expense.

(2)

Including restructured loans as presented in publicly available reports prepared by SNL Financial LC.

Comparable Transaction Analysis. Austin Associates compared the financial performance of certain selling institutions and the prices paid in selected transactions to Alpena Banking Corporation’s financial performance and the implied multiples from the First Federal and Alpena Banking Corporation Merger. Specifically, Austin Associates reviewed certain information relating to bank and thrift sale transactions in Illinois, Indiana, Kentucky, Michigan, Ohio and Wisconsin, announced between January 1, 2012 to January 10, 2014 involving sellers with total assets of less than $500 million, positive last twelve-month (“LTM”) return on average assets (“ROAA”) and nonperforming assets of less than 2.00%. Eleven transactions met the transaction criterion.

Buyer Name	State	Seller Name	City	State
1. Horizon Bancorp	IN	SCB Bancorp Inc.	East Lansing	MI
2. Poage Bankshares, Inc.	KY	Town Square Financial Corp.	Ashland	KY
3. German American Bancorp, Inc.	IN	United Commerce Bancorp	Bloomington	IN
4. Peoples Bancorp Inc.	OH	Ohio Commerce Bank	Beachwood	OH
5. Croghan Bancshares Inc.	OH	Indebancorp	Oak Harbor	OH
6. Wintrust Financial Corp.	IL	First Lansing Bancorp Inc.	Lansing	IL
7. Peoples Fleming County Banc., Inc.	KY	Salt Lick Deposit Bank	Salt Lick	KY
8. Greenwoods Financial Group Inc.	WI	Bank of Monticello	Monticello	WI
9. Wintrust Financial Corp.	IL	HPK Financial Corp.	Chicago	IL
10. Investor group	MI	Bank of Michigan	Farmington Hills	MI
11. Ohio Farmers Insurance Co.	OH	Western Reserve Bancorp	Medina	OH

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Based on First Federal Bancorp’s closing stock price as of January 23, 2014 of $5.15, the merger consideration to Alpena Banking Corporation stockholders equaled $4.3 million in the aggregate or $7.98 per share. The following table highlights the results of this guideline transaction comparison:

Seller’s Financial Performance	Guideline Median			Alpena Banking Corporation ⁽¹⁾
Total Assets ($ in thousands)	$	155,000		$	74,000
Tangible Equity / Tangible Assets		10.58	%		9.25	%
Return on Average Assets		0.61	%		0.12	%
Return on Average Equity		5.69	%		1.28	%
Efficiency Ratio		71.8	%		91.5	%
Nonperforming Assets/Assets ⁽²⁾		2.93	%		4.21	%

Deal Transaction Multiples
Price/Tangible Book Value Ratio		106	%		64	%
Price/LTM Earnings		18.6			48.8
Premium/Core Deposits		1.3	%		(3.8	)%

⁽¹⁾

Alpena Banking Corporation’s financial performance and merger multiples based on September 30, 2013 data.

⁽²⁾

Restructured loans included in computation of NPAs

The median LTM ROAA of the selling banks from the guideline transactions was 0.61%. Further, the median nonperforming assets (“NPA”) to total assets ratio measured 2.93%. In contrast, Alpena Banking Corporation had a LTM ROAA of 0.12% and a NPA to asset ratio of 4.21%. The indicated price to tangible book ratio resulting from the Merger of First Federal Bancorp and Alpena Banking Corporation of 64% was lower than the median price to tangible book ratio of 106% for the guideline transactions. The price-to-earnings multiple from the Merger of 48.8 was higher than the median multiple of 18.6. The indicated core deposit premium from the Merger of negative (3.8%) was lower than the median for the guideline transactions of 1.3%.

Pro Forma Merger Analysis. Austin Associates prepared a pro forma merger analysis assuming the Merger was completed at June 30, 2014 based on the financial terms of the Agreement. Austin Associates selected various input assumptions for projected earnings, cost savings, transaction costs and purchase accounting adjustments based on its experience and after discussions with management of First Federal Bancorp and Alpena Banking Corporation. Austin Associates calculated the pro forma estimated effect of the Merger to First Federal Bancorp’s pro forma equivalent book value per share, tangible book value per share and earnings per share. Based on the required accounting treatment for this transaction, First Federal Bancorp could potentially record an accounting gain depending on the stock price of First Federal Bancorp at closing and the fair value of Alpena Banking Corporation’s balance sheet. Presented below are summary results from this analysis:

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	First Federal Bancorp Projected and Pro Forma
	2014			2015			2016
Earnings Per Share
Pro-Forma Equivalent	$	0.63		$	0.53		$	0.58
Stand-Alone	$	0.14		$	0.21		$	0.25
$ Change	$	0.49		$	0.32		$	0.33
% Change		355.4	%		154.2	%		132.0	%
Book Value Per Share
Pro-Forma Equivalent	$	7.95		$	8.39		$	8.88
Stand-Alone	$	8.23		$	8.35		$	8.50
$ Change	$	(0.28	)	$	0.04		$	0.38
% Change		(3.4	)%		0.5	%		4.5	%
Tangible Book Value Per Share
Pro-Forma Equivalent	$	7.68		$	8.15		$	8.67
Stand-Alone	$	8.23		$	8.35		$	8.50
$ Change	$	(0.55	)	$	(0.20	)	$	0.17
% Change		(6.6	)%		(2.3	)%		2.0	%

Under the modeling assumptions, First Federal Bancorp’s pro forma earnings per share would increase significantly from the Merger. First year EPS will be positively impacted for the accounting gain from the transaction. Book value and tangible book value per share would be diluted at closing by approximately 5.1% and 8.6%, respectively. Book value dilution would be recovered in approximately 1.5 years and tangible book value dilution would be recovered in approximately 2.0 years.

Updated Contribution Analysis. The following table summarizes the contribution analysis based on final December 31, 2013 financial statements which were received after the January 21, 2014 Board presentation:

Contribution Analysis ($ in thousands)	First Federal Bancorp				Alpena Banking Corporation				Combined
12/31/2013 Total Assets	$	209,657	74.1	%	$	73,234	25.9	%	$	282,891
2013Y Net Income	$	55	38.2	%	$	89	61.8	%	$	144
12/31/13 Total Equity	$	23,525	77.5	%	$	6,828	22.5	%	$	30,353
12/31/13 Tangible Equity	$	23,485	77.5	%	$	6,828	22.5	%	$	30,313

Austin Associates’ Compensation and Other Relationships with First Federal Bancorp and Alpena Banking Corporation. First Federal Bancorp has agreed to pay Austin Associates certain fees for its services as financial advisor in connection with the Merger. First Federal Bancorp paid Austin Associates cash fees of $10,000 for the analysis and advisory services leading up to signing of the Merger Agreement. First Federal Bancorp paid Austin Associates a cash fee of $20,000 upon execution of the Merger Agreement which included the issuance of Austin Associates’ fairness opinion. First Federal Bancorp has agreed to pay Austin Associates a cash fee, at closing of the Merger, equal to $70,000.

Austin Associates has provided various consulting services to First Federal Bancorp in the past. These fees were not material to Austin Associates’ overall business. Austin does not have any prior, existing or pending engagements with Alpena Banking Corporation.

Summary. Based on the preceding summary discussion and analysis, and subject to the qualifications described herein, it is Austin Associates’ opinion that the terms of the Agreement are fair, from a financial point of view, to First Federal Bancorp and its stockholders.

The opinion expressed by Austin Associates is based on market, economic and other relevant considerations as they existed and could be evaluated as of January 23, 2014. Events occurring after such

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date, including, but not limited to, changes affecting the securities markets, the results of operations or material changes in the financial condition of either Alpena Banking Corporation or First Federal Bancorp could materially affect the assumptions used in preparing the opinion.

Consideration to be Received in the Merger

At the Effective Time of the Merger, each share of Alpena Banking Corporation common stock issued and outstanding will automatically be converted into the right to receive 1.549 shares of First Federal Bancorp common stock, and cash instead of fractional shares.

If First Federal Bancorp declares a stock dividend or distribution on shares of its common stock or subdivides, splits, reclassifies or combines the shares of First Federal Bancorp common stock prior to the Effective Time of the Merger, then the exchange ratio will be adjusted to provide Alpena Banking Corporation stockholders with the same economic effect as contemplated by the Merger Agreement prior to any of these events.

Alpena Banking Corporation stockholders will not receive fractional shares of First Federal Bancorp common stock. Instead, Alpena Banking Corporation stockholders will receive a cash payment for any fractional shares in an amount equal to the product of (i) the fraction of a share of First Federal Bancorp common stock to which such stockholder is entitled multiplied by (ii) the average closing price of First Federal Bancorp common stock during the five consecutive trading days immediately preceding the closing date of the Merger.

Surrender of Stock Certificates

Alpena Banking Corporation stockholders will receive instructions from the transfer agent on where to surrender their Alpena Banking Corporation stock certificates after the Merger is completed. Alpena Banking Corporation stockholders should not forward their Alpena Banking Corporation stock certificates with their proxy cards.

Accounting Treatment of the Merger

In accordance with current accounting guidance, the Merger will be accounted for using the purchase method. The result of this is that the recorded assets and liabilities of First Federal Bancorp will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and that the assets and liabilities of Alpena Banking Corporation will be adjusted to fair value at the date of the Merger. In addition, all identified intangible assets of Alpena Banking Corporation will be recorded at fair value and included as part of the net assets acquired. To the extent that the purchase price, consisting of the shares of First Federal Bancorp common stock to be issued to former Alpena Banking Corporation stockholders at fair value, exceeds the fair value of the net assets including identifiable intangibles of Alpena Banking Corporation at the Effective Date of the Merger, that amount will be reported as goodwill. In accordance with current accounting guidance, goodwill will not be amortized but will be evaluated for impairment annually. Identified intangibles will be amortized over their estimated lives. Further, the purchase method of accounting results in the operating results of Alpena Banking Corporation being included in the operating results of First Federal Bancorp beginning from the date of completion of the Merger.

Material Federal Income Tax Consequences of the Merger

General. The following summary discusses the material anticipated U.S. federal income tax consequences of the Merger applicable to a holder of shares of Alpena Banking Corporation common

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stock who by operation of law at the Effective Time of the Merger exchanges all of the stockholder’s Alpena Banking Corporation common stock for shares of First Federal Bancorp common stock in the Merger. This discussion is based upon the Internal Revenue Code, Treasury Regulations, judicial authorities, published positions of the Internal Revenue Service (“IRS”), and other applicable authorities, all as in effect on the date of this document and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to U.S. residents and citizens who hold their shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion does not cover all U.S. federal income tax consequences of the Merger and related transactions that may be relevant to holders of shares of Alpena Banking Corporation common stock. This discussion also does not address all of the tax consequences that may be relevant to a particular person or the tax consequences that may be relevant to persons subject to special treatment under U.S. federal income tax laws (including, among others, tax-exempt organizations, dealers in securities or foreign currencies, banks, insurance companies, financial institutions or persons who hold their shares of Alpena Banking Corporation common stock as part of a hedge, straddle, constructive sale or conversion transaction, persons whose functional currency is not the U.S. dollar, persons that are, or hold their shares of Alpena Banking Corporation common stock through, partnerships or other pass-through entities, or persons who acquired their shares of Alpena Banking Corporation common stock through the exercise of an employee stock option or otherwise as compensation). In addition, this discussion does not address any aspects of state, local, non-U.S. taxation or U.S. federal taxation other than income taxation. No ruling has been requested from the IRS regarding the U.S. federal income tax consequences of the Merger. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the U.S. federal income tax consequences set forth below.

Alpena Banking Corporation stockholders are urged to consult their tax advisors as to the U.S. federal income tax consequences of the Merger, as well as the effects of state, local, non-U.S. tax laws and U.S. tax laws other than income tax laws.

Opinion Conditions. It is a condition to the obligations of First Federal Bancorp and Alpena Banking Corporation that First Federal Bancorp and Alpena Banking Corporation each receive an opinion of tax counsel to First Federal Bancorp, to the effect that the Merger will constitute a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code. First Federal Bancorp and Alpena Banking Corporation both expect to be able to obtain the tax opinions if, as expected:

First Federal Bancorp and Alpena Banking Corporation are able to deliver customary representations to First Federal Bancorp’s tax counsel; and

there is no adverse change in U.S. federal income tax law.

Although the Merger Agreement allows both First Federal Bancorp and Alpena Banking Corporation to waive the condition that tax opinions be delivered by tax counsel to First Federal Bancorp, neither party currently anticipates doing so.

In addition, in connection with the filing of the registration statement of which this joint proxy statement/prospectus forms a part, Luse Gorman Pomerenk & Schick, counsel to First Federal Bancorp, has delivered its opinion to First Federal Bancorp and Alpena Banking Corporation dated as of the date of this joint proxy statement/prospectus, that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. A form of this opinion has been filed as Exhibit 8 to the registration statement. This opinion has been rendered on the basis of facts, representations and assumptions set forth or referred to in such opinion and factual representations contained in certificates of

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officers of First Federal Bancorp and Alpena Banking Corporation, all of which must continue to be true and accurate in all material respects as of the Effective Time of the Merger.

If any of the representations or assumptions upon which the opinions are based are inconsistent with the actual facts, the tax consequences of the Merger could be adversely affected. The determination by tax counsel as to whether the proposed Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code will depend upon the facts and law existing at the Effective Time of the Merger.

Following is a discussion of the federal income tax consequences of the Merger based on the opinion that the Merger will constitute a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Internal Revenue Code.

Tax Treatment of the Parties to the Merger. No gain or loss will be recognized by First Federal Bancorp or Alpena Banking Corporation, or their respective subsidiaries, as a result of the Merger.

Tax Treatment to Alpena Banking Corporation Stockholders.

General. No gain or loss will be recognized by an Alpena Banking Corporation stockholder who receives shares of First Federal Bancorp common stock (except for cash received in lieu of fractional shares, as discussed below) in exchange for all of his or her shares of Alpena Banking Corporation common stock. The tax basis of the shares of First Federal Bancorp common stock received by an Alpena Banking Corporation stockholder in such exchange will be equal to the basis of the Alpena Banking Corporation common stock surrendered in exchange for the First Federal Bancorp common stock. The holding period of the First Federal Bancorp common stock received will include the holding period of shares of Alpena Banking Corporation common stock surrendered in exchange for the First Federal Bancorp common stock, provided that such shares were held as capital assets of the Alpena Banking Corporation stockholder at the effective time of the Merger.

Cash in Lieu of Fractional Shares. An Alpena Banking Corporation stockholder who holds Alpena Banking Corporation common stock as a capital asset and who receives in the Merger, in exchange for such stock, cash in lieu of a fractional share interest in First Federal Bancorp common stock will be treated as having received such cash in full payment for such fractional share of stock and as capital gain or loss.

Backup Withholding. Payments of cash to a holder of Alpena Banking Corporation common stock instead of a fractional share of First Federal Bancorp common stock may, under certain circumstances, be subject to information reporting and backup withholding at a rate of 28% of the cash payable to the holder, unless the holder provides proof of an applicable exemption or furnishes its taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. Any amounts withheld from payments to a holder under the backup withholding rules are not additional tax and will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

Regulatory Matters Relating to the Merger

Merger. Under the terms of the Merger Agreement, the Merger cannot be completed unless the parties first receive all required bank regulatory approvals. First Federal Bancorp has submitted a request to the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to waive the requirement that it register as a bank holding company in connection with the acquisition of Bank of Alpena. Because Bank of Alpena will be merged into First Federal at the effective time of the Merger,

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First Federal Bancorp expects that the Federal Reserve Board will grant this waiver. If First Federal Bancorp does not obtain such a waiver it will require approval of the Federal Reserve Board to become a bank holding company.

Additionally, the merger of Bank of Alpena with and into First Federal requires the approval of the Office of the Comptroller of the Currency (“OCC”) under the Bank Merger Act. First Federal has filed this application.

As of the date of this document, First Federal Bancorp has not received a waiver from the Federal Reserve Board and First Federal has not received an approval from the OCC. While First Federal Bancorp and First Federal do not know of any reason why they would not be able to obtain approvals and waivers in a timely manner, First Federal Bancorp cannot be certain when or if it will receive these regulatory approvals and waivers.

In reviewing applications for transactions of this type, the OCC must consider, among other factors, the financial and managerial resources and future prospects of the existing and resulting institutions, and the convenience and needs of the communities to be served. In addition, the OCC may not approve a transaction if it will result in a monopoly or otherwise be anticompetitive.

In addition, a period of 15 to 30 days must expire following approval by the OCC before the Merger can be completed, within which period the United States Department of Justice may file objections to the Merger under the federal antitrust laws. While First Federal Bancorp and Alpena Banking Corporation believe that the likelihood of objection by the Department of Justice is remote in this case, there can be no assurance that the Department of Justice will not initiate proceedings to block the Merger or what the result would be, if any proceeding is instituted or challenge is made.

The Merger cannot proceed in the absence of the requisite regulatory approvals. See “Description of the Merger – Conditions to Completing the Merger” and “ – Terminating the Merger Agreement.” There can be no assurance that the requisite regulatory approvals will be obtained, and if obtained, there can be no assurance as to the date of any approval. There also can be no assurance that any regulatory approvals will not contain a condition or requirement that causes the approvals to fail to satisfy the condition set forth in the Merger Agreement and described under “Description of the Merger – Conditions to Completing the Merger.”

The approval of any application merely implies the satisfaction of regulatory criteria for approval, which does not include review of the Merger from the standpoint of the adequacy of the exchange ratio for Alpena Banking Corporation stockholders. Furthermore, regulatory approvals do not constitute an endorsement or recommendation of the Merger.

Federal law requires publication of notice of, and the opportunity for public comment on, the application submitted by First Federal for approval of the merger with Bank of Alpena and authorizes the OCC to hold a public hearing in connection with the application if it determines that such a hearing would be appropriate. Any such hearing or comments provided by third parties could prolong the period during which the application is subject to review. In addition, under federal law, a period of 30 days must expire following approval by the OCC within which period the Department of Justice may file objections to the Merger under the federal antitrust laws. This waiting period may be reduced to 15 days if the Department of Justice has not provided any adverse comments relating to the competitive factors of the transaction. If the Department of Justice were to commence an antitrust action, that action would stay the effectiveness of OCC approval of the bank merger unless a court specifically orders otherwise. In reviewing the Merger, the Department of Justice could analyze the Merger’s effect on competition differently than the

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OCC, and thus it is possible that the Department of Justice could reach a different conclusion than the OCC regarding the Merger’s competitive effects.

Interests of Certain Persons in the Merger that are Different from Yours

Share Ownership. On the record date for the Alpena Banking Corporation special meeting, Alpena Banking Corporation’s directors and officers beneficially owned, in the aggregate, 164,500 shares of Alpena Banking Corporation’s common stock, representing approximately 30.8% of the outstanding shares of Alpena Banking Corporation common stock.

As described below, certain of Alpena Banking Corporation’s officers and directors have interests in the Merger that are in addition to, or different from, the interests of Alpena Banking Corporation’s stockholders generally. Alpena Banking Corporation’s board of directors was aware of these conflicts of interest and took them into account in approving the Merger.

Appointment of Alpena Banking Corporation Directors to First Federal Bancorp Board. In accordance with the Merger Agreement, four of Alpena Banking Corporation’s directors, as determined by First Federal Bancorp, will be appointed and elected to the First Federal Bancorp and First Federal boards of directors. The fees paid to these directors will be the same as similarly situated board members of First Federal Bancorp and First Federal.

Grant of Stock Awards to Management of Alpena Banking Corporation. Pursuant to the terms of a restricted stock agreement entered into on the date of the Merger Agreement between Alpena Banking Corporation and Craig A. Kus, President and Chief Executive Officer of Alpena Banking Corporation, at the effective time of the Merger, Mr. Kus will be granted 10,500 shares of Alpena Banking Corporation common stock which at the effective time of the Merger, will be exchanged for the same merger consideration as all other shares of Alpena Banking Corporation common stock.

Indemnification. Pursuant to the Merger Agreement, First Federal Bancorp has agreed that, for a period of six years following the effective time of the Merger, it will indemnify, defend and hold harmless each present and former officer or director of Alpena Banking Corporation and its subsidiaries, including an individual who becomes an officer or director of Alpena Banking Corporation or its subsidiaries prior to the closing of the Merger, against all losses, claims, damages, costs, expenses (including attorney’s fees), liabilities, judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, based in whole or in part or arising in whole or in part out of the fact that such person is or was a director or officer of Alpena Banking Corporation or any of its subsidiaries if such claim pertains to any matter of fact arising, existing or occurring at or before the closing of the Merger (including, without limitation, the Merger and other transactions contemplated by the Merger Agreement), regardless of whether such claim is asserted or claimed before or after the effective time of the Merger.

Directors’ and Officers’ Insurance. First Federal Bancorp has further agreed, for a period of three years after the effective time of the Merger, to maintain, or to cause First Federal to maintain, the current directors’ and officers’ liability insurance policies covering the officers and directors of Alpena Banking Corporation (provided, that Alpena Banking Corporation may substitute policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or prior to the effective time of the Merger. First Federal Bancorp is not required to spend, in the aggregate, more than 100% of the annual premiums currently paid by Alpena Banking Corporation for its insurance coverage.

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Employee Matters

First Federal Bancorp will review all Alpena Banking Corporation compensation and benefit plans to determine whether to terminate or continue such plans. In the event employee compensation and/or benefits as currently provided by Alpena Banking Corporation or Bank of Alpena are changed or terminated by First Federal Bancorp, in whole or in part, First Federal Bancorp shall provide continuing employees with compensation and benefits that are, in the aggregate, substantially similar to the compensation and benefits provided to similarly situated employees of First Federal as of the date any such compensation or benefit is provided. Employees of Alpena Banking Corporation or Bank of Alpena who become participants in any First Federal Bancorp or First Federal compensation and benefit plan shall, for purposes of determining eligibility for and for any applicable vesting periods of such employee benefits only (and not for benefit accrual purposes unless specifically set forth herein) be given credit for service as an employee of Alpena Banking Corporation or any predecessor thereto prior to the closing of the Merger, and provided further, that credit for benefit accrual purposes will be given only for purposes of First Federal Bancorp vacation policies or programs and for purposes of the calculation of severance benefits under any severance compensation plan of First Federal Bancorp.

Any employee of Bank of Alpena, other than an employee who is a party to an employment agreement, change in control agreement or other separation agreement that provides a benefit on a termination of employment, whose employment is terminated involuntarily (other than for cause) within one year following the completion of the merger of First Federal and Bank of Alpena (the “Bank Merger”), shall receive a lump sum severance payment from First Federal Bancorp equal to one week’s pay at the rate then in effect, for each full year of employment with Bank of Alpena, subject to a minimum of four weeks and a maximum of 26 weeks, provided that such employee enters into a release of claims against Bank of Alpena and First Federal in a form satisfactory to First Federal. Such Bank of Alpena employees will have the right to continued health coverage under group health plans of First Federal in accordance with the Internal Revenue Code.

Operations of First Federal after the Merger

The Merger Agreement provides for the merger of Alpena Banking Corporation with and into First Federal Bancorp, with First Federal Bancorp as the surviving entity. At the effective time of the Merger or as soon as practicable thereafter, First Federal Bancorp intends to merge Bank of Alpena with and into First Federal with First Federal as the surviving entity. Bank of Alpena’s office located at 468 North Ripley Boulevard, Alpena, Michigan will remain open as an office of First Federal, and it is expected that First Federal will close its banking office located at 300 South Ripley Boulevard, Alpena, Michigan. The closing of First Federal’s Ripley Boulevard branch office will occur either at the effective time of the Merger or at a later date depending upon the date of the data conversion system of Bank of Alpena’s office to the First Federal system.

Resale of Shares of First Federal Bancorp Common Stock

All shares of First Federal Bancorp common stock issued to Alpena Banking Corporation’s stockholders in connection with the Merger will be freely transferable. This joint proxy statement/prospectus does not cover any resales of the shares of First Federal Bancorp common stock to be received by Alpena Banking Corporation’s stockholders upon completion of the Merger, and no person may use this joint proxy statement/prospectus in connection with any resale.

Time of Completion

Unless the parties agree otherwise and unless the Merger Agreement has otherwise been terminated, the closing of the Merger will take place on a date designated by First Federal Bancorp that is no later than 20 business days following the date on which all of the conditions to the Merger contained in

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the Merger Agreement are satisfied or waived. See “ – Conditions to Completing the Merger.” On the closing date, First Federal Bancorp will file Articles of Merger with the Maryland State Department of Assessments and Taxation merging Alpena Banking Corporation into First Federal Bancorp. The Merger will become effective at the time stated in the Articles of Merger.

First Federal Bancorp and Alpena Banking Corporation are working to complete the Merger quickly. It is currently expected that the Merger will be completed during the third quarter of 2014. However, because completion of the Merger is subject to regulatory approvals and other conditions, the parties cannot be certain of the actual timing.

Conditions to Completing the Merger

First Federal Bancorp’s and Alpena Banking Corporation’s obligations to consummate the Merger are conditioned on the following:

approval of the Merger Agreement by Alpena Banking Corporation’s stockholders;

approval of the Merger Agreement by First Federal Bancorp’s stockholders;

receipt of all required regulatory approvals without any materially adverse conditions and the expiration of all statutory waiting periods;

neither Alpena Banking Corporation nor Bank of Alpena being subject to any order, decree or injunction that enjoins or prohibits consummating the transaction, no governmental entity having instituted any proceeding to block the transaction and the absence of any statute, rule or regulation that prohibits completion of any part of the transaction;

the registration statement of which this joint proxy statement/prospectus forms a part being declared effective by the Securities and Exchange Commission, the absence of any pending or threatened proceeding by the Securities and Exchange Commission to suspend the effectiveness of the registration statement;

receipt by each party of all consents and approvals from third parties (other than those required from government agencies) required to complete the Merger, unless failure to obtain those consents or approvals would not have a material adverse effect on First Federal Bancorp after completion of the Merger;

receipt by each party of an opinion from counsel to the effect that the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code;

no material adverse effect on either party has occurred, whether from Alpena Banking Corporation, First Federal Bancorp or a combination of the two;

the other party having performed in all material respects its obligations under the Merger Agreement, the other party’s representations and warranties being true and correct as of the date of the Merger Agreement and as of the closing date, and receipt of a certificate signed by the other party’s chief executive officer and chief financial officer to that effect; and

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the shares of First Federal Bancorp common stock issuable pursuant to the Merger being approved for listing on The Nasdaq Capital Market.

First Federal Bancorp and Alpena Banking Corporation cannot guarantee that all of the conditions to the Merger will be satisfied or waived by the party permitted to do so.

Conduct of Business before the Merger

Alpena Banking Corporation has agreed that, until completion of the Merger and unless permitted by First Federal Bancorp, neither it nor Bank of Alpena will:

General Business

take any action that would materially adversely affect the ability of the parties to obtain regulatory and governmental approvals of the transactions contemplated by the Merger Agreement or delay the receipt of such approvals, or materially adversely affect Alpena Banking Corporation’s ability to perform its obligations under the Merger Agreement;

Governing Documents

amend its articles of incorporation or bylaws;

Capital Stock

change the number of authorized or issued shares of its capital stock;

issue any shares of stock or issue or grant any right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock;

make any grant or award under its stock-based incentive plan or any other equity compensation plan or arrangement;

split, combine or reclassify its capital stock;

declare, set aside or pay any dividend or other distribution on its capital stock;

Contracts

enter into, amend in any material respect or terminate any contract or agreement except for any such contract or agreement that is for a term of twelve months or less or terminable at will without penalty, involves a cost in the aggregate of less than $50,000, and is otherwise in the ordinary course of business;

waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material agreement or indebtedness to which Alpena Banking Corporation is a party;

enter into, renew, extend or modify any transaction with an affiliate (other than a deposit transaction);

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enter into any hedging transaction;

Branches/Merger

open or close any branch or automated banking facility or file an application to do the same;

merge or consolidate Alpena Banking Corporation or any of its subsidiaries with any other corporation; sell or lease all or any substantial portion of the assets or business of Alpena Banking Corporation or any of its subsidiaries; make any acquisition of all or any substantial portion of the business or assets of any other entity other than in connection with foreclosures, settlements in lieu of foreclosure, troubled debt restructuring or the collection of any loan or credit arrangement; or enter into a purchase and assumption transaction with respect to deposits and liabilities;

Employees

grant or agree to pay any bonus, severance or termination to, or enter into, renew or amend any employment agreement, severance agreement and/or supplemental executive agreement with, or increase in any manner the compensation or fringe benefits of, any of its directors, officers, or employees, except (i) as may be required pursuant to existing commitments, (ii) for pay increases in the ordinary course of business consistent with past practice to non-executive officer employees;

hire or promote any employee to a rank having a title of vice president or other more senior rank or hire any new employee with an annual rate of compensation in excess of $50,000; provided, however, that Alpena Banking Corporation Bancorp may hire at-will, non-officer employees to fill vacancies that may arise in the ordinary course of business;

enter into or, except as may be required by law, materially modify any pension, retirement, stock option, stock purchase, stock appreciation right, stock grant, savings, profit sharing, deferred compensation, supplemental retirement, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect of any of its directors, officers or employees; or make any contributions to any defined contribution plan not in the ordinary course of business consistent with past practice;

take any action that would give rise to a right of payment to any individual under any employment agreement or to an acceleration of the right to payment under any compensation and benefit plan;

Dispositions/Indebtedness

sell or dispose of any of its assets other than in the ordinary course of business consistent with past practice, or, except for transactions with the Federal Home Loan Bank of Indianapolis, subject any of its assets to a lien, pledge, security interest or other encumbrance other than in the ordinary course of business consistent with past practice; or incur any indebtedness for borrowed money (or guarantee any indebtedness for borrowed money), except in the ordinary course of business consistent with past practice;

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Accounting and Other Policies

change its method of accounting, except as required by U.S. generally accepted accounting principles or regulatory authorities responsible for regulating Alpena Banking Corporation or Bank of Alpena;

make any material change in policies with regard to: the extension of credit, or the establishment of reserves with respect to the possible loss thereon or the charge off of losses incurred thereon; investments; asset/liability management; deposit pricing or gathering; or other material banking policies except as may be required by changes in applicable law or regulations, U.S. generally accepted accounting principles or a regulatory authority;

Investment in Securities

purchase any securities other than in accordance with Alpena Banking Corporation’s investment policy and in the ordinary course of business consistent with past practice;

Loans/Servicing

other than pursuant to commitments issued prior to the date of the Merger Agreement that have not expired and that have been disclosed to First Federal Bancorp, and the renewal of existing lines of credit, make any new loan or other credit facility commitment other than in accordance with Bank of Alpena’s existing lending policies and in the ordinary course of business consistent with past practice, provided that the prior approval of First Federal Bancorp is required with respect to: (i) any new loan or credit facility commitment to any borrower or group of affiliated borrowers in an amount in excess of $200,000 for a commercial real estate loan, $200,000 for a construction loan, $200,000 for a residential loan or whose credit exposure with Alpena Banking Corporation in the aggregate, exceeds $400,000 prior to thereto or as a result thereof; and (ii) any new loan or credit facility commitment secured by any property located outside of Michigan;

purchase or sell any mortgage loan servicing rights;

Capital Expenditures

other than previously disclosed to First Federal Bancorp, or other than as necessary to maintain assets in good repair, make any capital expenditures in excess of $25,000 individually or $50,000 in the aggregate;

Settling Claims

pay, discharge, settle or compromise any claim, action, litigation, arbitration or proceeding against it except in the ordinary course of business consistent with past practice or except in consultation with First Federal Bancorp for an action that involves solely money damages in the amount not in excess of $25,000 individually or $50,000 in the aggregate, and that does not create negative precedent for other pending or potential claims, actions, litigation, arbitration or proceedings, or waive or release any material

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rights or claims, or agree to consent to the issuance of any injunction, decree, order or judgment restricting or otherwise affecting its business or operations;

Environmental

except where it is a participant and not the lead lender, foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose upon any commercial real estate if such environmental assessment indicates the presence of materials of environmental concern;

Public Announcements

issue any broadly distributed communication relating to the Merger to employees (including general communications relating to benefits and compensation) without prior consultation with First Federal Bancorp and, to the extent relating to employment after the closing of the Merger, benefit or compensation information without the prior consent of First Federal Bancorp (which shall not be unreasonably withheld, delayed or conditioned) or issue any broadly distributed communication to customers relating to the Merger without the prior approval of First Federal Bancorp (which shall not be unreasonably withheld, delayed or conditioned), except as required by law or for communications in the ordinary course of business consistent with past practice that do not relate to the Merger or other transactions contemplated by the Merger Agreement;

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take any action or knowingly fail to take any reasonable action that would, or would reasonably likely to, prevent, impede or delay the Merger or the Bank Merger from qualifying as reorganizations under Section 368(a) of the Internal Revenue Code, except as may be required by applicable law or regulation;

Other

agree to do any of the foregoing actions.

First Federal Bancorp has agreed that, until completion of the Merger and unless permitted by Alpena Banking Corporation or as otherwise specified in the Merger Agreement, it will operate its business and First Federal’s business in the usual, regular and ordinary course of business and use reasonable efforts to preserve intact its business organization and assets and maintain its rights and franchises, and it will not, subject to the exceptions and exclusions set forth in the Merger Agreement:

Additionally First Federal Bancorp has agreed that it will not:

change or waive any provision of its charter or bylaws in a manner that would materially and adversely affect the benefits of the Merger to the holders of Alpena Banking Corporation common stock;

change the number of authorized or issued shares of its capital stock;

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issue any shares of stock or issue or grant any right or agreement of any character relating to its authorized or issued capital stock or any securities convertible into shares of such stock;

make any grant or award under any equity compensation plan or arrangement, or split, combine or reclassify any shares of capital stock, provided that First Federal Bancorp may issue shares of capital stock or rights, or make grants or awards, under equity compensation plans or arrangements that are existing as of the date of the Merger Agreement;

split, combine or reclassify its capital stock;

declare or pay any dividend or make any other distribution to First Federal Bancorp stockholders, whether in cash, stock or other property, except at such times and in such amounts as consistent with past practice, it being understood that the payment of dividends in amounts of up to $0.02 per share per quarter shall be considered consistent with past practice;

merge or consolidate First Federal Bancorp with any other corporation in any transaction in which First Federal Bancorp is not the surviving company, unless the acquirer in such transaction expressly agrees to be bound by the Merger Agreement and, if such transaction is closed prior to the Merger, any appropriate adjustment is made to the exchange ratio so that the stockholders receive the same benefits of the First Federal Bancorp sale transaction as if they were stockholders of First Federal Bancorp at the time of the closing of the sale transaction;

voluntarily take any action that would result in its representation and warranties becoming untrue or in any of the conditions to closing the Merger not being satisfied, in each case as may be required by applicable law;

take any action that is intended or would reasonably be expected to adversely affect or materially delay the ability of First Federal Bancorp or Alpena Banking Corporation to obtain any regulatory approvals or approvals of government approvals required for the transactions contemplated by the Merger Agreement or to perform its covenants under the Merger Agreement;

take any action or knowingly fail to take any reasonable action that would, or would reasonably likely to, prevent, impede or delay the Mergers from qualifying as reorganizations under Section 368(a) of the Internal Revenue Code, except as may be required by applicable law or regulation; or

agree to take any of the foregoing actions.

Additional Covenants of Alpena Banking Corporation and First Federal Bancorp in the Merger Agreement

Agreement Not to Solicit Other Proposals. Alpena Banking Corporation has agreed not to, and has agreed not to authorize or permit Bank of Alpena and their representatives to: (i) initiate, solicit, induce or knowingly encourage or facilitate any inquiry, offer or proposal that constitutes of could reasonably be expected to lead to an acquisition proposal by a third party, (ii) participate in discussions or

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negotiations regarding an acquisition proposal, or furnish or afford access to information with respect to Alpena Banking Corporation or otherwise relating to an acquisition proposal, (iii) release any person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which Alpena Banking Corporation is a party; or (iv) enter into any agreement, agreement in principle or letter of intent with respect to any acquisition proposal or approve or resolve to approve any acquisition proposal or any agreement, agreement in principle or letter of intent relating to an acquisition proposal. Alpena Banking Corporation has also agreed that it will cause each of its representatives to immediately cease and cause to be terminated any and all existing discussions, negotiations, and communications with any persons with respect to any existing or potential acquisition proposal. An acquisition proposal means any offer or proposal or offer contemplating, relating to, or that could reasonably be expected to lead to an acquisition transaction, which is defined in the Merger Agreement as:

any transaction or series of transactions involving any merger, consolidation, recapitalization, share exchange, liquidation, dissolution or similar transaction involving Alpena Banking Corporation or Bank of Alpena;

any transaction pursuant to which any third party or group acquires or would acquire (whether through sale, lease or other disposition), directly or indirectly, any assets of Alpena Banking Corporation or Bank of Alpena representing, in the aggregate, twenty-five percent (25%) or more of the assets of Alpena Banking Corporation and Bank of Alpena on a consolidated basis;

any issuance, sale or other disposition of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase or securities convertible into, such securities) representing twenty-five percent (25%) or more of the votes attached to the outstanding securities of Alpena Banking Corporation or Bank of Alpena;

any tender offer or exchange offer that, if consummated, would result in any third party or group beneficially owning twenty-five percent (25%) or more of any class of equity securities of Alpena Banking Corporation or Bank of Alpena;

any transaction which is similar in form, substance or purpose to any of the foregoing transactions, or any combination of the foregoing

Notwithstanding the agreement of Alpena Banking Corporation not to solicit other acquisition proposals, the board of directors of Alpena Banking Corporation may generally participate in discussions or negotiations regarding any acquisition proposal or furnish, or otherwise afford access, to any person any information or data with respect to Alpena Banking Corporation or any of its subsidiaries or otherwise relating to an acquisition proposal if Alpena Banking Corporation has received a bona fide unsolicited, written acquisition proposal that did not result from Alpena Banking Corporation’s breach of its obligations with respect to non-solicitation, provided that:

after consultation with and considering the advice from outside legal counsel and its independent financial advisor, the Alpena Banking Corporation board of directors determines, in good faith, there is a reasonable likelihood the acquisition proposal constitutes or is reasonably likely to lead to a “superior proposal,” defined below; and

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prior to furnishing or affording access to any information or data with respect to Alpena Banking Corporation or any of its subsidiaries or otherwise relating to an acquisition proposal, Alpena Banking Corporation receives a confidentiality agreement from that party with terms no less favorable to Alpena Banking Corporation than those contained in the confidentiality agreement between Alpena Banking Corporation and First Federal Bancorp. In addition, Alpena Banking Corporation must promptly provide to First Federal Bancorp any material, non-public information regarding Alpena Banking Corporation or its subsidiaries provided to any other person that was not previously provided to First Federal Bancorp, such additional information to be provided no later than the date of provision of such information to such other party.

A “superior proposal” means any bona fide written proposal (on its most recently amended or modified terms, if amended or modified) made by a third party to enter into an acquisition transaction on terms that the Alpena Banking Corporation board of directors determines in its good faith judgment, after consultation with and having considered the advice of outside legal counsel and a financial advisor: (i) would, if consummated, result in the acquisition of all, but not less than all, of the issued and outstanding shares of Alpena Banking Corporation common stock or all, or substantially all, of the assets of Alpena Banking Corporation and its subsidiaries on a consolidated basis; (ii) would result in a transaction that involves consideration to the holders of the shares of Alpena Banking Corporation common stock that is more favorable, from a financial point of view, than the consideration to be paid to Alpena Banking Corporation’s stockholders pursuant to the Merger Agreement, considering, among other things, the nature of the consideration being offered, and which proposal is not conditioned upon obtaining additional financing; and (iii) is reasonably likely to be completed on the terms proposed, in each case taking into account all legal, financial, regulatory and other aspects of the proposal, including any material regulatory approvals or other risks associated with the timing of the proposed transaction beyond or in addition to those specifically contemplated hereby.

If Alpena Banking Corporation receives a proposal or nonpublic information request from a third party, Alpena Banking Corporation must promptly notify First Federal Bancorp and provide First Federal Bancorp with information about the third party and its proposal.

Certain Other Covenants. The Merger Agreement also contains other agreements relating to the conduct of First Federal Bancorp and Alpena Banking Corporation before consummation of the Mergers, including the following:

Alpena Banking Corporation will cause one or more of its representatives to confer with representatives of First Federal Bancorp and report the general status of Alpena Banking Corporation’s operations at such times as First Federal Bancorp may reasonably request;

Alpena Banking Corporation will promptly notify First Federal Bancorp of any material change in the normal course of its business or in the operation of its properties and, to the extent permitted by applicable law, of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of material litigation involving Alpena Banking Corporation or any of its subsidiaries;

Bank of Alpena will meet with First Federal on a regular basis to discuss and plan for the conversion of Bank of Alpena’s data processing and related electronic information systems. Under certain circumstances, in the event that Bank of Alpena takes, at the request of First Federal, any action relative to third parties to facilitate the conversion that results in the imposition of any termination

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fees or charges, First Federal will indemnify Bank of Alpena for any such fees and charges, and the costs of reversing the conversion process;

Bank of Alpena will provide First Federal, within 15 business days after the end of each calendar month, a written list of nonperforming assets (as defined in the Merger Agreement) and, on a monthly basis, Bank of Alpena will provide First Federal with a schedule of all loan approvals;

Alpena Banking Corporation will promptly inform First Federal Bancorp upon receiving notice of any legal, administrative, arbitration or other proceedings, demands, notices, audits or investigations relating to the alleged liability of Alpena Banking Corporation or any of its subsidiaries under any labor or employment law;

Alpena Banking Corporation will give First Federal Bancorp reasonable access during normal business hours to its books, records, properties, personnel and other information and will as First Federal Bancorp may reasonably request;

Alpena Banking Corporation will promptly furnish First Federal Bancorp with a copy of all documents filed pursuant to federal or state securities or banking laws, and all other information that First Federal Bancorp reasonably requests well as annual interim or special audits of the financial statements of Alpena Banking Corporation or its subsidiaries and all documents sent by Alpena Banking Corporation or its subsidiaries to Alpena Banking Corporation’s stockholders, the FDIC, the DIFS or the Federal Reserve Board;

First Federal Bancorp and Alpena Banking Corporation will use their commercially reasonable best efforts to obtain all consents and approvals necessary or desirable to consummate the Mergers;

Subject to the terms and conditions contained in the Merger Agreement, First Federal Bancorp and Alpena Banking Corporation will use reasonable efforts to take all action necessary to consummate the transactions contemplated by the Merger Agreement;

Alpena Banking Corporation and Bank of Alpena will permit up to two representatives of First Federal Bancorp to attend any meetings of the board of directors of Alpena Banking Corporation or Bank of Alpena except that Alpena Banking Corporation and Bank of Alpena are not required to permit the First Federal Bancorp representative to remain present during any confidential discussion of the Merger Agreement and the transactions contemplated thereby or any third-party proposal to acquire control of Alpena Banking Corporation or Bank of Alpena or during any other matter that the respective board of directors has reasonably determined to be confidential with respect to First Federal Bancorp’s participation;

Alpena Banking Corporation will take all steps necessary to convene a meeting of its stockholders to vote on the Merger Agreement. The Alpena Banking Corporation board of directors will recommend approval of the Merger Agreement to Alpena Banking Corporation stockholders and will use its reasonable best efforts to obtain the stockholder approval required to approve the Merger Agreement. However, the Alpena Banking Corporation board of directors may withdraw, qualify or modify such recommendation if Alpena Banking Corporation has received a superior proposal (as described above in “ – Agreement Not to Solicit Other Proposals”), Alpena Banking Corporation has notified First Federal Bancorp as to the receipt of the superior proposal and Alpena Banking Corporation’s board of directors, after consultation with and based on the advice of its outside legal counsel and financial advisor, determines that the failure to take such actions would be reasonably likely to be inconsistent with its fiduciary duties to Alpena Banking Corporation’s stockholders under applicable law, taking

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into account any adjustments, modifications or amendment to the terms and conditions of the Merger Agreement that First Federal Bancorp may have committed to in writing (although First Federal Bancorp has no obligation to do so);

First Federal Bancorp will file a registration statement, of which this joint proxy statement/prospectus forms a part, with the Securities and Exchange Commission registering the shares of First Federal Bancorp common stock to be issued in the Merger to Alpena Banking Corporation stockholders;

Alpena Banking Corporation and First Federal Bancorp will cooperate with each other and use reasonable efforts to promptly prepare and file all necessary documentation to obtain all necessary regulatory approvals required to consummate the transactions contemplated by the Merger Agreement;

before completion of the Merger, First Federal Bancorp will notify the Nasdaq Stock Market of the additional shares of First Federal Bancorp common stock that First Federal Bancorp will issue in exchange for shares of Alpena Banking Corporation common stock.

In addition, each of First Federal Bancorp and Alpena Banking Corporation are subject to other customary covenants under the Merger Agreement. Please refer to the Merger Agreement, which is attached as Appendix A to this joint proxy statement/prospectus.

Representations and Warranties Made by First Federal Bancorp and Alpena Banking Corporation in the Merger Agreement

First Federal Bancorp and Alpena Banking Corporation have made certain customary representations and warranties to each other in the Merger Agreement relating to their businesses. For information on these representations and warranties, please refer to the Merger Agreement attached as Appendix A to this joint proxy statement/prospectus. The representations and warranties must be true in all material respects through the completion of the Merger unless the change does not have a material negative impact on the parties’ business, financial condition or results of operations. See “ – Conditions to Completing the Merger.”

The representations and warranties contained in the Merger Agreement were made only for purposes of such agreement and are made as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed to by the contracting parties, including being qualified by disclosures between the parties. These representations and warranties may have been made for the purpose of allocating risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors as statements of factual information.

Each of First Federal Bancorp and Alpena Banking Corporation has made representations and warranties to the other regarding, among other things:

corporate matters, including due organization and qualification;

capitalization;

authority relative to execution and delivery of the Merger Agreement and the absence of conflicts with, violations of, or a default under organizational documents or other obligations as a result of the transactions contemplated by the Merger Agreement;

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approval by their boards of directors of the Merger Agreement and the transactions contemplated by the Merger Agreement;

governmental filings and consents necessary to complete the Merger;

the timely filing of regulatory reports, the absence of investigations by regulatory agencies and internal controls;

financial statements;

tax matters;

the absence of any event or action that would constitute a material adverse effect since December 31, 2012;

material contracts, leases and defaults;

insurance matters;

legal proceedings;

compliance with applicable laws;

environmental liabilities;

brokers or financial advisor fees;

loan portfolios;

risk management instruments;

related-party transactions;

fiduciary accounts;

intellectual property;

information presented to the other party to be included in regulatory and securities filings; and

labor matters.

In addition, Alpena Banking Corporation has made other representations and warranties about itself to First Federal Bancorp as to:

the receipt of a fairness opinion from its financial advisor;

the absence of appraisal rights; and

the absence of any registration obligations with regard to Alpena Banking Corporation’s common stock under the Securities Act.

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In addition, First Federal Bancorp has made other representations and warranties about itself to Alpena Banking Corporation as to:

the material compliance of filings made with the SEC pursuant to the Securities Act and Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; and

the authorization, valid issuance and non-assessability of the shares of First Federal Bancorp to be issued pursuant to the Merger Agreement.

Unless otherwise specified in the Merger Agreement, the representations and warranties of each of First Federal Bancorp and Alpena Banking Corporation will expire upon the effective time of the Merger.

Terminating the Merger Agreement

The Merger Agreement may be terminated at any time before the completion of the Mergers as follows:

by the written mutual agreement of First Federal Bancorp and Alpena Banking Corporation;

by the board of directors of either party, if the other party makes a misrepresentation, breaches a warranty or fails to fulfill a covenant that cannot be cured within 30 days following written notice to the party in default, provided that the terminating party is not in material breach of any of its representations, warranties, covenants or other agreements contained in the Merger Agreement;

by the board of directors of either party, if the Merger is not consummated by December 31, 2014, or a later date agreed to in writing by First Federal Bancorp and Alpena Banking Corporation, unless failure to complete the Merger by that time is due to a material breach of a representation, warranty, covenant or other agreement by the party seeking to terminate the Merger Agreement;

by the board of directors of either party, if the stockholders of either First Federal Bancorp or Alpena Banking Corporation fail to approve the transactions contemplated by the Merger Agreement;

by the board of directors of either party, if a required regulatory approval is denied or any court or governmental authority prohibits the consummation of any of the Mergers;

by the board of directors of either party if the other party does not publicly recommend in this joint proxy statement/prospectus approval of the Merger Agreement, or if either party withdraws its recommendation or modifies or qualifies its recommendation in a manner adverse to the other party;

by the board of directors of Alpena Banking Corporation if at any time before the approval of the Merger Agreement by Alpena Banking Corporation’s stockholders: (i) Alpena Banking Corporation has received a superior proposal, and in accordance with the Merger Agreement, the board of directors of Alpena Banking Corporation has made a

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determination to terminate the Merger Agreement in order to accept such superior proposal; and (ii) Alpena Banking Corporation has paid the termination fee described below in “ – Termination Fee;”

by the board of directors of Alpena Banking Corporation if total stockholders’ equity of First Federal Bancorp, on the last day of the month prior to the month of Closing, computed in accordance with GAAP, is less than $22,060,000, adjusted to eliminate the effect of (x) transaction costs associated with Merger and the Bank Merger and (y) changes in accumulated other comprehensive income (loss);

by the board of directors of First Federal Bancorp if total stockholders’ equity of Alpena Banking Corporation, on the last day of the month prior to the month of Closing, computed in accordance with GAAP, is less than $6,307,000, adjusted to eliminate the effect of (x) transaction costs associated with Merger and the Bank Merger and (y) changes in accumulated other comprehensive income; or

by Alpena Banking Corporation in the event First Federal Bancorp shall, prior to the Effective Time, enter into any agreement, whether or not binding, to merge or consolidate First Federal Bancorp with any other corporation in any transaction in which First Federal Bancorp is not the surviving entity.

Termination Fee

The Merger Agreement requires Alpena Banking Corporation to pay First Federal Bancorp a fee of $200,000 or, if greater, reimbursement up to $400,000 for actual costs and expenses incurred by First Federal Bancorp relating to the Merger if the Merger Agreement is terminated in certain circumstances that involve a competing offer.

Specifically, Alpena Banking Corporation must pay the termination fee if:

Alpena Banking Corporation terminates the Merger Agreement to accept a superior proposal; or

if Alpena Banking Corporation enters into a definitive agreement relating to an acquisition proposal or consummates an Acquisition Proposal within 12 months of any of the following:

(i)

First Federal Bancorp terminates the Merger Agreement due to a willful breach by Alpena Banking Corporation of its representations, warranties or covenants contained in the Merger Agreement;

(ii)

the board of directors of Alpena Banking Corporation does not publicly recommend in this joint proxy statement/prospectus that Alpena Banking Corporation stockholders approve the Merger Agreement or if, after recommending that stockholders approve the Merger Agreement, the board of directors withdraws its recommendation or modifies or qualifies its recommendation in a manner adverse to First Federal Bancorp; or

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(iii)

the Alpena Banking Corporation stockholders fail to approve the Merger Agreement after the public disclosure or public awareness of an acquisition proposal.

The Merger Agreement requires First Federal Bancorp to reimburse Alpena Banking Corporation for incurring the costs and expenses related to entering into the Merger Agreement and consummating the transactions contemplated by the Merger Agreement, for out-of-pocket legal, financial advisory, due diligence, printing, postage and consulting expenses incurred by Alpena Banking Corporation and Bank of Alpena in connection with the transactions contemplated by the Merger Agreement up to a maximum of $200,000, if Alpena Banking Corporation terminates the Merger Agreement if the board of directors of First Federal Bancorp does not publicly recommend in this joint proxy statement/prospectus that First Federal Bancorp stockholders approve the Merger Agreement or if, after recommending that stockholders approve the Merger Agreement, the board of directors withdraws its recommendation or modifies or qualifies its recommendation in a manner adverse to Alpena Banking Corporation.

Expenses

Except as specifically provided in the Merger Agreement, each of First Federal Bancorp and Alpena Banking Corporation will pay its own costs and expenses incurred in connection with the Mergers.

Changing the Terms of the Merger Agreement

Before the completion of the Merger, First Federal Bancorp and Alpena Banking Corporation may agree to waive, amend or modify any provision of the Merger Agreement. However, after the vote by Alpena Banking Corporation stockholders, First Federal Bancorp and Alpena Banking Corporation can make no amendment or modification that would reduce the amount or alter the kind of consideration to be received by Alpena Banking Corporation’s stockholders under the terms of the Merger Agreement.

DESCRIPTION OF FIRST FEDERAL BANCORP CAPITAL STOCK

The following summary describes the material terms of First Federal Bancorp’s capital stock and is subject to, and qualified by, First Federal Bancorp’s articles of incorporation and bylaws and the Maryland General Corporation Law (“MGCL”). See “Where You Can Find More Information” as to how to obtain a copy of First Federal Bancorp’s articles of incorporation and bylaws.

General

First Federal Bancorp is currently authorized to issue 20,000,000 shares of common stock having a par value of $0.01 per share, and 10,000,000 shares of preferred stock having a par value of $0.01 per share. At __________ ___, 2014, 2,884,049 shares of common stock were outstanding. At that date, no preferred shares were outstanding.

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Common Stock

Voting Rights. The holders of common stock are entitled to one vote per share on all matters presented to stockholders. Holders of common stock are not entitled to cumulate their votes in the election of directors. First Federal Bancorp’s articles of incorporation provides that a record owner of First Federal Bancorp’s common stock who beneficially owns, either directly or indirectly, in excess of 10% of First Federal Bancorp’s outstanding shares, is not entitled to any vote in respect of the shares held in excess of the 10% limit.

No Preemptive or Conversion Rights. The holders of common stock do not have preemptive rights to subscribe for a proportionate share of any additional securities issued by First Federal Bancorp before such securities are offered to others. The absence of preemptive rights increases First Federal Bancorp’s flexibility to issue additional shares of common stock in connection with First Federal Bancorp’s acquisitions, employee benefit plans and for other purposes, without affording the holders of common stock a right to subscribe for their proportionate share of those additional securities. The holders of common stock are not entitled to any redemption privileges, sinking fund privileges or conversion rights.

Dividends. First Federal Bancorp may pay dividends to an amount equal to the excess of its capital surplus over payments that would be owed upon dissolution to stockholders whose preferential rights upon dissolution are superior to those receiving the dividend, and to an amount that would not make First Federal Bancorp insolvent, as and when declared by its board of directors. The payment of dividends by First Federal Bancorp is also subject to limitations that are imposed by law and applicable regulation. The holders of common stock of First Federal Bancorp are entitled to receive and share equally in dividends as may be declared by its board of directors out of funds legally available therefor. If First Federal Bancorp issues shares of preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.

First Federal Bancorp’s principal assets and sources of income consist of investments in First Federal, which is a separate and distinct legal entity.

Liquidation. Upon liquidation, dissolution or the winding up of the affairs of First Federal Bancorp, holders of common stock are entitled to receive their pro rata portion of the remaining assets of First Federal Bancorp after the holders of First Federal Bancorp’ preferred stock, if any, have been paid in full any sums to which they may be entitled.

Preferred Stock

First Federal Bancorp’s articles of incorporation authorizes its board of directors, without stockholder action, to issue preferred stock in one or more series and to establish the designations, dividend rates and rights, dissolution or liquidation rights, preferences, price and terms and conditions on which shares may be redeemed, terms and conditions for conversion or exchange into any other class or series of the stock, voting rights and other terms. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of common stock and could have the effect of delaying, deferring or preventing a change in First Federal Bancorp’s control.

Certain Articles of Incorporation and Bylaw Provisions Affecting Stock

First Federal Bancorp’s articles of incorporation and bylaws contain several provisions that may make First Federal Bancorp a less attractive target for an acquisition of control by anyone who does not

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have the support of First Federal Bancorp’s board of directors. Such provisions include, among other things, the requirement of a supermajority vote of stockholders or directors to approve certain business combinations and other corporate actions, several special procedural rules, a staggered board of directors, limitations on the calling of special meetings of stockholders, a vote limitation provision. The foregoing is qualified in its entirely by reference to First Federal Bancorp’s articles of incorporation and bylaws.

Restrictions on Ownership

Under the federal Change in Bank Control Act, a notice must be submitted to the OCC if any person (including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company or savings association. An acquisition of “control” can occur upon the acquisition of 10% or more of the voting stock of a savings and loan holding company or savings institution or as otherwise defined by the OCC. Under the Change in Bank Control Act, the OCC has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control would then be subject to regulation as a savings and loan holding company.

Transfer Agent and Registrar

The Transfer Agent and Registrar for First Federal Bancorp’s common stock is Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.

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COMPARISON OF RIGHTS OF STOCKHOLDERS

General

First Federal Bancorp is incorporated under the laws of the State of Maryland, and the rights of First Federal Bancorp shareholders are governed by the applicable laws of Maryland and the First Federal Bancorp articles of incorporation and bylaws. Alpena Banking Corporation is incorporated under the laws of the State of Michigan, and the rights of Alpena Banking Corporation shareholders are governed by the laws of Michigan and the Alpena Banking Corporation articles of incorporation and bylaws. Upon consummation of the merger, Alpena Banking Corporation shareholders will become First Federal Bancorp shareholders, and First Federal Bancorp’s articles, bylaws, and Maryland law will govern their rights as First Federal Bancorp shareholders.

The following summary discusses the material differences between the current rights of First Federal Bancorp shareholders and Alpena Banking Corporation shareholders under the First Federal Bancorp articles and bylaws and the Alpena Banking Corporation articles and bylaws, as applicable.

Authorized Capital Stock

First Federal Bancorp		Alpena Banking Corporation

First Federal Bancorp is authorized to issue up to 30,000,000 shares of capital stock, of which 20,000,000 shares are common stock and 10,000,000 shares are preferred stock. As of __________, there were 2,884,049 shares of First Federal Bancorp common stock issued and outstanding and no shares of First Federal Bancorp preferred stock issued and outstanding.		Alpena Banking Corporation is currently authorized to issue up to 2,000,000 shares of common stock and no shares of preferred stock. As of __________, there were 533,700 shares of Alpena Banking Corporation common stock issued and outstanding.

Preferred Stock

First Federal Bancorp		Alpena Banking Corporation

First Federal Bancorp is authorized to issue up to 10,000,000 shares of preferred stock. The First Federal Bancorp board of directors is authorized to issue the preferred stock in series and to fix and state the voting powers, designations, preferences, and other rights and limitations of the shares of each such series. However, the First Federal Bancorp board of directors has not issued any shares of preferred stock.		Alpena Banking Corporation is not authorized to issue preferred stock.

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Voting Rights

First Federal Bancorp		Alpena Banking Corporation

Voting Power. The holders of the common stock exclusively possess all voting power, subject to the authority of the board of directors to offer voting rights to the holders of preferred stock. One Vote. Each share of common stock is entitled to one vote. No Cumulative Voting. Holders of common stock may not cumulate their votes for the election of directors. Restrictions on Voting Rights of Stockholders Who Beneficially Own In Excess of 10% of the Outstanding Stock. First Federal Bancorp’s articles of incorporation provide that in no event will any record holder of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who beneficially owns more than 10% of the then outstanding shares of common stock, be entitled or permitted to vote any of the shares held in excess of the 10% limit. Business Combinations. First Federal Bancorp’s board of directors must adopt a resolution which declares that a business combination is advisable and directing that the transaction be submitted for consideration at an annual or special meeting of shareholders. The business combination must be approved by the affirmative vote of two-thirds of all the votes entitled to be cast by the shareholders. In the event that a proposed business combination involves an interested shareholder, First Federal Bancorp’s bylaws provide that the business combination must be approved by at least 80% of the outstanding shares of common stock, unless the business		Voting Power. The holders of the common stock exclusively possess all voting power, subject to the authority of the board of directors to offer voting rights to the holders of preferred stock. One Vote. Each share of common stock is entitled to one vote. No Cumulative Voting. Holders of common stock may not cumulate their votes for the election of directors. Business Combinations. Alpena Banking Corporation’s Board of Directors must adopt a resolution recommending the business combination and directing that the transaction be submitted for consideration at an annual or special meeting of shareholders. The business combination must be approved by the affirmative vote of a majority of all the votes entitled to be cast by the shareholders.

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combination has been approved by resolution of a majority of the disinterested directors and certain other conditions have been met.

Preemptive Rights

First Federal Bancorp		Alpena Banking Corporation

No Preemptive Rights. Shareholders do not have a preemptive right to acquire First Federal Bancorp’s issued shares.		No Preemptive Rights. Shareholders do not have a preemptive right to acquire Alpena Banking Corporation’s issued shares.

Dividends

First Federal Bancorp		Alpena Banking Corporation

Board May Pay Dividends. First Federal Bancorp’s ability to pay dividends depends, to a large extent, upon First Federal’s ability to pay dividends to First Federal Bancorp, which is restricted by federal regulations and by federal income tax considerations related to federally-chartered savings associations. Holders of common stock are entitled, when declared by the First Federal Bancorp board of directors, to receive dividends, subject to the rights of holders of preferred stock to receive dividends. Under Maryland law, a corporation, subject to any restriction in its articles of incorporation, may make any distribution authorized by the board of directors unless, after the distribution, the corporation would not be able to pay its debts as they have become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities, plus the amount that would be needed if the corporation were dissolved at the time of the distribution to satisfy senior liquidation preferences.		Board May Pay Dividends. Alpena Banking Corporation’s ability to pay dividends depends, to a large extent, upon Bank of Alpena’s ability to pay dividends to Alpena Banking Corporation, which is restricted by Michigan law, federal regulations, and federal and state income tax considerations. As a Michigan corporation, Alpena Banking Corporation may pay dividends and make other distributions at such times, in such amounts, to such persons, for such consideration, and upon such terms and conditions as its board of directors may determine, subject to all statutory restrictions.

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Director Elections, Terms and Restrictions Upon Directors

First Federal Bancorp		Alpena Banking Corporation

Number of Directors. The bylaws provide that the number of directors shall be fixed by resolution of the board of directors and shall not be less than one (1) member. Director Classes. The board of directors is divided into three classes as equal in number as possible and approximately one-third of the directors are elected at each annual meeting. Vacancies. Vacancies created by an increase in the number of directorships or the death, resignation or removal of a director may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. Removal. As provided in First Federal Bancorp’s articles of incorporation, subject to the rights of the holders of preferred stock, any director may be removed from office for cause by the affirmative vote of the holders of at least 80% of the outstanding shares of common stock.		Number of Directors. The bylaws provide that the number of directors shall be fixed by resolutions of the Board of Directors and shall not be less than three (3) members. Director Classes. The board of directors is divided into three classes as equal in number as possible and approximately one-third of the directors are elected at each annual meeting. Vacancies. Vacancies created by an increase in the number of directorships or the death, resignation or removal of a director may be filled by a majority vote of the remaining directors in office, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall hold office until the next shareholder meeting. Removal. A director may be removed for cause at an annual or special meeting of shareholders by a majority vote of the outstanding stock.

Meeting of the Shareholders; Quorum

First Federal Bancorp		Alpena Banking Corporation

Special Meeting. Special meetings may be called by the President, the board of directors, or by the Secretary upon written request of holders of a majority of the voting power of all shares entitled to vote at the meeting. First Federal Bancorp must deliver notice		Special Meeting. A special meeting of Alpena Banking Corporation may be called by the President, the Chairman of the board of directors, or a majority of the board of directors. Alpena Banking Corporation must deliver notice of the meeting, and, in the case of a

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of the meeting and, in the case of a special meeting, a description of its purpose, no fewer than 10 days and no more than 90 days before the meeting to each shareholder entitled to vote.

Record Date. For purposes of determining shareholders entitled to vote at a meeting, the board of directors may fix a record date that is not more than 90 days before the meeting.

Quorum. The attendance by person or by proxy of a majority of the votes entitled to be cast on the matter shall constitute quorum.

Nominating Directors and Shareholder Proposals. First Federal Bancorp’s bylaws provide that any shareholders desiring to make a nomination for the election of directors or a proposal for new business at a meeting of shareholders must submit written notice to First Federal Bancorp at least 90 days prior and not earlier than 120 days prior to the anniversary date of the proxy statement relating to the previous year’s annual meeting. However, if the meeting is advanced by more than 20 days or delayed by more than 60 days from the anniversary date of the previous year’s annual meeting, notice by the shareholders is timely if received not earlier than 120 days from the date of the annual meeting and not later than either (i) 90 days prior to the date of the annual meeting or (ii) the 10^th day following (a) the date on which notice of the date of the annual meeting was mailed or (b) the date on which public announcement of the date of the annual meeting was first made by First Federal Bancorp.

special meeting, a description of the purpose, no fewer than 10 days and no more than 60 days prior to the meeting.

Record Date. For purposes of determining shareholders entitled to vote at a meeting, the board of directors may fix a record date that is not more than 60 days and not less than 10 days before the meeting.

Quorum. The attendance by person or by proxy of a majority of the votes entitled to be cast on the matter shall constitute quorum.

Nominating Directors and Shareholder Proposals. A shareholder who has been a record holder of at least one percent (1.0%) of Alpena Banking Corporation’s common stock for a period of not less than one (1) year may submit a proposal to the Board of Directors, provided that the submission is given not less than 120 days prior to an annual or special meeting of the shareholders. The Board of Directors shall have the discretion as to whether or not to include the shareholder proposal. Shareholders who are record holders of at least one tenth of Alpena Banking Corporation’s outstanding common stock may petition the court for a special meeting, which may be granted by the court for good cause shown.

Limitation on Directors’ and Officers’ Liability

First Federal Bancorp		Alpena Banking Corporation

First Federal Bancorp’s articles of incorporation provide that directors and		Alpena Banking Corporation’s articles of incorporation provide that directors will

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officers will not be personally liable for monetary damages to First Federal Bancorp for certain actions as directors or officers, except for (i) receipt of an improper personal benefit, (ii) actions or omissions that are determined to have materially involved active and deliberate dishonesty, or (iii) to the extent allowed by Maryland law.

not be personally liable for monetary damages to Alpena Banking Corporation for breach of their fiduciary duties, with the exception that directors may be held liable for the declaration of a dividend, distribution or loan that is restricted by the articles of incorporation or Michigan law.

Indemnification

First Federal Bancorp		Alpena Banking Corporation

First Federal Bancorp’s articles of incorporation provide that it shall indemnify (i) its current and former directors and officers to the fullest extent required or permitted by Maryland law, including the advancement of expenses, and (ii) other employees or agents to such extent as shall be authorized by the board of directors and Maryland law, all subject to any applicable federal law. Maryland law allows First Federal Bancorp to indemnify any person for expenses, liabilities, settlements, judgments and fines in suits in which such person has been made a party by reason of the fact that he or she is or was a director, officer or employee of First Federal Bancorp. No such indemnification may be given if the acts or omissions of the person are adjudged to be in bad faith and material to the matter giving rise to the proceeding, if such person is liable to the corporation for an unlawful distribution, or if such person personally received a benefit to which he or she was not entitled. The right to indemnification includes the right to be paid the expenses incurred in advance of final disposition of a proceeding. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling First Federal Bancorp		Alpena Banking Corporation’s bylaws provide that every person who is or was a director or executive officer of Alpena Banking Corporation (or a subsidiary thereof) shall be indemnified by Alpena Banking Corporation to the fullest extent permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding provided that such director or executive officer acted in good faith and in a manner he or she reasonably believed to be in the best interest of Alpena Banking Corporation and, in the case of criminal proceedings, that the director or executive officer had no reasonable cause to believe his or her conduct was unlawful. No indemnification may be given where the director or executive officer has not been found by a majority vote of the disinterested directors to have acted in good faith and in a manner he or she reasonably believed to be in the best interest of Alpena Banking Corporation, or, in the case of criminal proceedings, a failure by the disinterested directors to determine that the director or executive officer had reasonable cause to believe his or her conduct was unlawful. Furthermore, no indemnification may be made by Alpena Banking Corporation where the director or executive officer is found liable to Alpena Banking

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pursuant to the foregoing provisions, First Federal Bancorp has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Corporation.

Appraisal Rights

First Federal Bancorp		Alpena Banking Corporation

Maryland law provides that a shareholder is not entitled to appraisal rights in any transaction where the relevant stock is listed on a national securities exchange or the Nasdaq Global Market or Nasdaq Capital Market, even if the consideration to be paid in the Merger consists of cash. Maryland law also permits a company, in its articles of incorporation, to deny appraisal rights to all shareholders. First Federal Bancorp’s articles of incorporation deny appraisal rights to all shareholders.		Under Michigan law, a shareholder is not entitled to appraisal rights in any transaction where the shareholder will receive as merger consideration cash, stock listed on a national securities exchange, or a combination thereof.

Amendment of Articles of Incorporation and Bylaws

First Federal Bancorp		Alpena Banking Corporation

Amendments to the articles of incorporation must be approved by the board of directors and by the affirmative vote of at least two-thirds of the outstanding shares of common stock, or by the affirmative vote of a majority of the outstanding shares of common stock if at least two-thirds of the members of the whole board of directors approves such amendment; provided, however, that approval by at least 80% of the outstanding voting stock is generally required to amend certain provisions. The articles of incorporation also provide that the bylaws may be amended by the affirmative vote of a majority of First Federal Bancorp’s directors or by the shareholders by the affirmative vote of at least 80% of the total votes eligible to be cast at a duly constituted meeting of shareholders. Any amendment of this		Under Alpena Banking Corporation’s bylaws, the board of directors may adopt, amend or repeal the Alpena Banking Corporation bylaws. Under Alpena Banking Corporation’s articles of incorporation, the articles may be amended by resolution of the board of directors, provided, however, that approval of the shareholders is required to amend certain provisions of the articles of incorporation.

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super-majority requirement for amendment of the bylaws would also require the approval of 80% of the total votes eligible to be cast.

INFORMATION WITH REGARD TO ALPENA BANKING CORPORATION

The consolidated financial statements at and for the quarter ended March 31, 2014 (unaudited) and the consolidated financial statements of Alpena Banking Corporation at and for the years ended December 31, 2013 and 2012 are contained in Appendix D of this joint proxy statement/prospectus. Set forth below is additional financial and other information about Alpena Banking Corporation and Bank of Alpena.

Description of Alpena Banking Corporation’s Business

Alpena Banking Corporation is a Michigan corporation incorporated on March 26, 2001, and a registered bank holding company under the Federal Bank Holding Company Act. As a registered bank holding company, Alpena Banking Corporation is subject to regulation, examination and oversight by the Federal Reserve Board. Alpena Banking Corporation is the parent holding company for its wholly owned subsidiary, Bank of Alpena, which was formed on March 26, 2001.

Bank of Alpena is a Michigan-chartered commercial bank regulated by the Federal Deposit Insurance Corporation (FDIC) and the State of Michigan Department of Insurance and Financial Services (“DIFS”), with its sole banking office located at 468 North Ripley Boulevard, Alpena, Michigan 49707.

Bank of Alpena derives its revenue primarily from interest on loans, interest and dividends from its investments, and income from service charges and fees on deposit accounts and financial services. Bank of Alpena offers a full range of commercial bank services. These include checking and savings accounts, certificates of deposit, individual retirement accounts, agricultural, small business, and commercial and consumer loans, home mortgages and commercial real estate loans, home equity lines, trust and investment services, safe deposit boxes, drive-through banking, automated teller machines (ATM), credit and debit cards, and other business and consumer services.

Market Price of and Dividends on Shares of Alpena Banking Corporation Common Stock

Alpena Banking Corporation common shares are not traded on an established market. Alpena Banking Corporation common shares are traded infrequently and sporadically in privately negotiated transactions. There were no trades during 2012 and two trades in 2013. The average amount of shares traded was 300, and the average sale price was $11.00 per share. Alpena Banking Corporation has not paid a dividend since its inception.

As of March 31, 2014, Alpena Banking Corporation had 228 registered shareholders and 533,700 common shares outstanding.

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Alpena Banking Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Alpena Banking Corporation has established various accounting policies which govern the application of U.S. GAAP in the preparation of its financial statements. Certain accounting policies involve significant judgments and assumptions by management which has a material impact on the reported amount of assets, liabilities, capital, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. A company’s critical accounting policies include those that are most important to the portrayal of the company’s financial condition and results of operations and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates on matters that are inherently uncertain. Because of the nature of the judgments and assumptions made by management, actual results could differ from estimates and have a material impact on the carrying value of assets, liabilities, capital or the results of operations of Alpena Banking Corporation.

Alpena Banking Corporation believes the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its consolidated financial statements. Adequacy of the allowance for loan losses is determined quarterly using a consistent, systematic methodology which analyzes the risk inherent in the loan portfolio. In addition to evaluating the collectability of specific loans when determining the adequacy of the allowance, management also takes into consideration other qualitative factors such as changes in the mix and size of the loan portfolio, historical loss experience, the amount of delinquencies and loans adversely classified, industry trends, and the impact of the local and regional economy on the Company’s borrowers. Changes in these qualitative factors may cause management’s estimate of the adequacy of the allowance for loan losses to increase or decrease and result in adjustments to Alpena Banking Corporation’s provision for loan losses in future periods.

Capital Resources

Federally insured financial institutions, such as Bank of Alpena, are subject to regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If inadequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At March 31, 2014, Bank of Alpena was categorized as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the institution’s category.

Liquidity

Liquidity refers to Alpena Banking Corporation’s ability to generate sufficient cash to fund current loan demand, meet deposit withdrawals, pay operating expenses and meet other obligations. Alpena Banking Corporation’s primary sources of liquidity are cash and cash equivalents, which totaled

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$4.0 million at March 31, 2014 and $7.7 million at December 31, 2013, respectively. Securities available-for-sale and loan repayments also serve as sources of liquidity. Other sources of liquidity include, but are not limited to, advances from the FHLB and FRB and adjustments of interest rates to attract deposits. Management believes that its sources of liquidity are adequate to meet cash flow obligations for the foreseeable future.

Comparison of Financial Condition at March 31, 2014 and December 31, 2013

Total assets decreased to $69.9 million at March 31, 2014 from $73.2 million at December 31, 2013. Total assets averaged $71.5 million for the three months ended March 31, 2014. Historically commercial deposit balances decline in the first calendar quarter as customers meet their tax obligations. Additionally with the lack of loan demand and declining margins Bank of Alpena has priced its certificate of deposit offerings below the market and not all maturing certificates of deposit are renewing.

Net loans decreased $1.3 million, or 3.4%, to $37.4 million at March 31, 2014, from $38.7 million at December 31, 2013. Bank of Alpena saw declines across all loan portfolio segments in the persistently challenging economy in our market area. Cash and cash equivalents decreased $3.7 million to $4.0 million at March 31, 2014 from $7.7 million at December 31, 2013. The decrease reflects the normal daily fluctuations in the amount of cash letters and overnight investments. Investment securities increased $200,000, or 0.8%, to $23.1 million at March 31, 2014, from $22.9 million at December 31, 2013, as management deployed available deposits into these instruments due to the lack of loan demand.

Deposits decreased $3.3 million, or 5.0%, to $62.7 million at March 31, 2014 from $66.0 million at December 31, 2013. Historically commercial deposit balances decline in the first calendar quarter as those customers meet their tax obligations. Bank of Alpena continued in the first quarter of 2014 to manage the level of its deposits and capital to maintain its required Tier 1 Capital ratio.

Comparison of Financial Condition at December 31, 2013 and 2012

Total assets decreased to $73.2 million at December 31, 2013 from $85.4 million at December 31, 2012. Total assets averaged $72.4 million for the twelve months ended December 31, 2013, compared to average assets of $72.0 million for the twelve months ended December 31, 2012. The decrease in total assets resulted primarily from large deposits aggregating approximately $11.0 million, which were received on the last day of 2012. These deposits, which were invested in short-term liquid assets, did not remain on deposit at Bank of Alpena through 2013. Net loans decreased $1.5 million, or 3.8%, to $38.7 million at December 31, 3013, from $40.2 million at December 31, 2012. Bank of Alpena saw declines across all loan portfolio segments with the exception of commercial loans not secured by real estate, where balances increased 7.7% to $6.9 million at December 31, 2013, from $6.4 million at December 31, 2012. Residential mortgage loans decreased $500,000, or 3.9%, to $13.1 million at December 31, 2013, from $13.7 million at December 31, 2012, as amortizations and payoffs exceeded new mortgage loans in the persistently challenging economy in our market area. Cash and cash equivalents decreased $11.5 million to $7.7 million at December 31, 2013, from $19.2 million at December 31, 2012. The decrease resulted primarily from large deposits aggregating approximately $11.0 million which were received on the last day of December 2012, and which were mostly withdrawn by the first quarter of 2013. The vast majority of these funds are invested in overnight interest-bearing accounts of other financial institutions. Investment securities increased $1.4 million, or 6.7%, to $22.9 million at December 31, 2013, from $21.5 million at December 31, 2012, as management deployed increased deposits into these instruments due to the lack of loan demand.

As a result of the large, one-time deposits received at the end of 2012, deposits decreased $11.9 million, or 15.3%, to $66.0 million at December 31, 2013, from $77.9 million at December 31, 2012.

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However, average deposits increased $500,000 during 2013 versus 2012. There was disintermediation among deposit accounts as approximately $3.0 million of certificates of deposit, or 4.5% of total deposits, moved upon maturity to more liquid transaction accounts. Bank of Alpena continued in 2013 to manage the level of its deposits and capital to maintain its required Tier 1 Capital ratio.

Comparison of Operating Results for the Three Months Ended March 31, 2014 and 2013

Net income decreased $31,000, or 77.5%, to $9,000 for the quarter ended March 31, 2014 from $40,000 for the quarter ended March 31, 2013. Net interest income decreased $17,000 to $594,000 for the 2014 quarter, from $611,000 for the 2013 quarter. The decrease resulted primarily from declining loan volumes period to period. Net interest income after provision for loan loss increased $3,000, or 5.1%, to $594,000 for the 2014 quarter from $591,000 for the 2013 quarter. This was the result of no provision for loan losses in the first quarter of 2014 versus $20,000 in provision for loan loss the first quarter of 2013. Our provision for loan losses declined in part due management’s determination of the improved quality of our loan portfolio.

Noninterest income decreased $6,000, or 6.1%, to $91,000 for the quarter ended March 31, 2014 from $97,000 for quarter ended March 31, 2013, primarily as a result of lower loan fee income earned during the 2014 quarter.

Noninterest expense increased $46,000, or 7.3%, to $676,000 during the quarter ended March 31, 2014, from $630,000 during the quarter ended March 31, 2013, primarily as a result of the costs associated with proposed merger with First Federal Bancorp.

Interest and Dividend Income. Interest and dividend income decreased $39,000, or 5.9%, to $628,000 for the quarter ended March 31, 2014 from $667,000 for the quarter ended March 31, 2013. Average interest-earning assets decreased $467,000 in the first quarter of 2014, to $67.6 million, compared to $68.1 million during the same time period in 2013 and the average yield on interest-earning assets decreased to 3.71% in the 2014 quarter from 3.92% in the prior year period, due to lower market interest rates in the continuing low rate environment.

Interest Expense. Interest expense on deposits decreased to $34,000 for the quarter ended March 31, 2014, from $56,000 for the quarter ended March 31, 2013, due to the decline in the cost of funds. The average balance of interest-bearing deposits increased slightly, totaling $49.9 million during the first quarter of 2014 compared to $48.3 million during the first quarter of 2013. However, the average cost of these funds declined to 0.27% for the March 31, 2014 quarter from 0.46% for the March 31, 2013 quarter.

Net interest income decreased to $594,000 for the quarter ended March 31, 2014, from $611,000 for the quarter ended March 31, 2013. The decrease was due to a decrease in our average interest rate spread, to 3.44% for the 2014 period, from 3.46% for the 2013 period and a decrease in interest-earning assets period to period.

Provision for Loan Losses. We recorded no provision for loan losses for the quarter ended March 31, 2014, compared to a provision of $20,000 for the quarter ended March 31, 2013. We had net charge-offs of $41,000 and $0 during the 2014 and 2013 periods, respectively. Our provision is based on management’s review of the components of the overall loan portfolio, the status of non-performing loans and various subjective factors. The ratio of allowance for loan and lease losses to total loans was 1.99% at March 31, 2014 and 2.13% at March 31, 2013.

Noninterest Income. Noninterest income decreased $6,000, or 6.1%, to $91,000 for the quarter ended March 31, 2014 from $97,000 for the quarter ended March 31, 2013. The 2014 quarter results

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reflect a decrease in service charges on deposit accounts and a decrease of $5,000 in other noninterest income related to decreased mortgage banking activity.

Noninterest Expense. Noninterest expense increased $46,000, or 6.8%, to $676,000 for the quarter ended March 31, 2014 from $630,000 for the quarter ended March 31, 2013, resulting primarily from an $83,000 increase in other expenses primarily associated with the costs associated with the Merger with First Federal Bancorp, offset in part by a decrease of $34,000 in salary and employee benefits due to staff reductions and a decrease of $8,000 in loan and collection expenses for the 2014 quarter.

Income Taxes. We recognized federal income tax expense of $0 for the quarter ended March 31, 2014 and $17,500 for the quarter ended March 31, 2013. The decreased tax expense resulted from lower pre-tax income in the 2014 period versus the 2013 period.

Comparison of Operating Results for the Years Ended December 31, 2013 and 2012

Net income increased $11,000 to $88,600 in 2013, from $77,300 in 2012. Net interest income decreased $181,000 to $2.4 million in 2013, from $2.6 million in 2012. The decrease resulted primarily from a declining net interest margin and a decrease in loan volumes in 2013. Net interest income after provision for loan loss decreased $211,000, or 8.2%, to $2.4 million for 2013 from $2.6 million for 2012. This was primarily a result of our increased provision for loan losses of $61,000 for 2013 versus $31,000 for 2012. Our provision for loan losses increased in part due to increased delinquencies in our consumer loan portfolio. Noninterest income decreased $85,000, or 21.5%, to $310,000 for 2013, from $395,000 for 2012, primarily as a result of lower gains on sales of securities during 2013. Noninterest expense decreased $313,000, or 10.9%, to $2.6 million during 2013, from $2.9 million during 2012, primarily as a result of reduced loan and collection expenses associated with foreclosed assets.

Interest Income. Interest income decreased $270,000, or 9.3%, to $2.6 million for the year ended December 31, 2013, from $2.9 million for the year ended December 31, 2012. Average interest-earning assets increased $200,000 in 2013, to $67.3 million, compared to $67.1 million in 2012; however, the average yield on interest-earning assets decreased to 3.71% in 2013 from 4.13% in 2012, due to market interest rates in the continuing low rate environment.

Interest Expense. Interest expense on deposits decreased to $188,000 for the year ended December 31, 2013, from $278,000 for the year ended December 31, 2012, due primarily to the decline in the cost of funds. The average balance of interest-bearing deposits remained relatively unchanged, totaling $49.5 million in 2013 compared to $49.4 million in 2012. However, the average cost of these funds declined to 0.24% for 2013 from 0.32% for 2012.

Net interest income decreased to $2.4 million for the year ended December 31, 2013, from $2.6 million for the year ended December 31, 2012. The decrease was primarily due to a decrease of 32 basis points in our average interest rate spread, to 3.44% for the year ended December 31, 2013, from 3.76% for the year ended December 31, 2012.

Provision for Loan Losses. We recorded a provision for loan losses of $61,000 for the year ended December 31, 2013, compared to a provision of $30,500 for the year ended December 31, 2012. We had net charge-offs of $93,000 and $145,000 during 2013 and 2012, respectively. Our provision is based on management’s review of the components of the overall loan portfolio, the status of non-performing loans and various subjective factors. The ratio of allowance for loan and lease losses to total loans was 2.03% at both December 31, 2013 and 2012.

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Noninterest Income. Noninterest income decreased to $310,000 for the year ended December 31, 2013, from $395,000 for the year ended December 31, 2012. The 2013 results reflected a decrease in net gains on sales of available-for-sale securities of $2,000 for 2013 from $140,000 in 2012. Offsetting this decrease in part was a smaller net loss on the sale of foreclosed assets, which decreased to ($43,000) for the year ended December 31, 2013, from ($80,000) for the year ended December 31, 2012. Other noninterest income, which includes income from the sale of non-insured deposit products and other miscellaneous income sources, increased to $161,000 for the year ended December 31, 2013, from $143,000 in 2012.

Noninterest Expense. Noninterest expense decreased to $2.6 million for the year ended December 31, 2013, from $2.9 million for the year ended December 31, 2012, resulting primarily from a decrease in classified assets of $1.0 million, or 26.3%, to $2.8 million at December 31, 2013 from $3.8 million at December 31, 2012. These expense reductions were offset in part by approximately $59,000 in merger-related expenses recognized in this category during 2013.

Income Taxes. We recognized federal income tax expense of $31,000 for the period ended December 31, 2013, and $25,400 for the period ended December 31, 2012. The increased tax expense resulted from increased pre-tax income in 2013 versus 2012.

Yields Earned and Rates Paid

The tables on the following page set forth certain consolidated information relating to Alpena Banking Corporation’s average balance sheet and reflects the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average balances of interest-earning assets or interest-bearing liabilities for the periods presented. Average balances were derived from daily balances.

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	As of March 31, 2014					For the Three Months Ended March 31,
						2014							2013
	Balance		Yield/Rate			Average Balance		Interest		Average Yield/Rate			Average Balance		Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Mortgage loans	$	7,777				$	7,775	$	97				$	8,181	$	120
Non-mortgage loans		29,600					30,186		424					31,675		450
Loans	$	37,377		5.74	%		37,961		522		5.50	%		39,855		569		5.71	%
Mortgage-backed securities		4,353		2.25	%		4,442		25		2.21	%		3,240		17		2.08	%
Other investment securities		19,396		1.63	%		18,866		75		1.58	%		18,597		74		1.59	%
Investment securities		23,749		1.74	%		23,309		99		1.70	%		21,837		91		1.67	%
Other investments		4,863		0.37	%		6,322		7		0.43	%		6,367		7		0.41	%
Total interest-earning assets		65,988		3.90	%		67,592		628		3.71	%		68,059		667		3.92	%

Non-interest-earning assets		3,907					3,920							4,234
Total assets	$	69,895				$	71,512						$	72,293

Interest-bearing liabilities:
Savings deposits	$	5,855		0.13	%	$	5,965	$	2		0.13	%	$	4,355	$	2		0.14	%
Money market/NOW accounts		29,456		0.11	%		30,843		8		0.11	%		27,866		9		0.13	%
Certificates of deposit		12,521		0.72	%		13,106		23		0.71	%		16,095		46		1.14	%
Total interest-bearing deposits		47,833		0.27	%		49,914		34		0.27	%		48,316		56		0.46	%
Borrowed funds		—		—	%		—		―		—	%		—		―		—	%
Total interest-bearing liabilities		47,833		0.27	%		49,914		34		0.27	%		48,316		56		0.46	%

Non-interest-bearing liabilities		15,109					14,697							16,878
Total liabilities		62,941					64,611							65,194
Stockholders’ equity		6,953					6,901							7,099
Total liabilities and stockholders’ equity	$	69,895				$	71,512						$	72,293

Net interest income								$	594						$	611
Interest rate spread				3.63	%						3.44	%						3.46	%
Net interest-earning assets						$	17,678						$	19,473
Net interest margin (1)				3.71	%						3.50	%						3.59	%
Average interest-earning assets to average interest-bearing liabilities											135.42	%						140.86	%

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	As of December 31, 2013					For the Years Ended December 31,
						2013								2012
	Balance		Yield/Rate			Average Balance			Interest		Average Yield/Rate			Average Balance		Interest		Average Yield/Rate
	(Dollars in thousands)
Interest-earning assets:
Mortgage loans						$	8,279		$	408				$	7,563	$	402
Non-mortgage loans							31,973			1,701					33,233		1,988
Loans	$	39,476		5.20	%		40,253			2,109		5.24	%		40,796		2,390		5.86	%
Mortgage-backed securities		4,504		2.26	%		2,898	<