COMMUNITY CENTRAL BANK CORP, SB-2/A, 1996-08-26

COMMUNITY CENTRAL BANK CORP
SB-2/A, 1996-08-26
STATE COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on August 26, 1996

Registration No. 333-4113

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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

AMENDMENT NO. 1

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMUNITY CENTRAL BANK CORPORATION

(Name of small business issuer as in its charter)

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<S> <C> <C>
Michigan 6712 38-3291744
(State or other jurisdiction Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number Identification No.)
</TABLE>

100 NORTH MAIN STREET, P.O. BOX 7
MOUNT CLEMENS, MICHIGAN 48046-0007
(810) 783-4500

(Address and telephone number of principal executive
offices and principal place of business or intended principal place of
business)

HAROLD W. ALLMACHER, CHAIRMAN
100 NORTH MAIN STREET, P.O. BOX 7
MOUNT CLEMENS, MICHIGAN 48046-0007
(810) 783-4500

(Name, address, and telephone number of agent for service)

Copies to:

JEROME M. SCHWARTZ GORDON R. LEWIS
DICKINSON, WRIGHT, MOON, VAN DUSEN & FREEMAN WARNER NORCROSS & JUDD LLP
500 WOODWARD AVENUE, SUITE 4000 111 LYON STREET, SUITE 900
DETROIT, MICHIGAN 48226 GRAND RAPIDS, MICHIGAN 49503

Approximate date of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

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

If this Form is a post-effective amendment filed pursuant to Rule
462(c) 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. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

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
STATEMENT 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 COMMISSION, ACTING PURSUANT TO SECTION 8(a) OF
THE SECURITIES ACT OF 1933, MAY DETERMINE.
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CROSS REFERENCE SHEET

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<CAPTION>
Location or Caption
Item Number of Form SB-2 in Prospectus
------------------------ -------------------
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1. Front of Registration Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus . . . . . . . . . . . .

2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Additional Information; Outside
Prospectus . . . . . . . . . . . . . . . . . . . . . . Back Cover Page

3. Summary Information and Risk Factors . . . . . . . . . Prospectus Summary; Risk Factors

4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . Use of Proceeds

5. Determination of Offering Price . . . . . . . . . . . . Risk Factors - Determination of Offering Price;
Underwriting
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders . . . . . . . . . . . . . . . Not Applicable

8. Plan of Distribution . . . . . . . . . . . . . . . . . Outside Front Cover Page; Underwriting

9. Legal Proceedings . . . . . . . . . . . . . . . . . . . Legal Proceedings

10. Directors, Executive Officers, Promoters and Control Management
Persons . . . . . . . . . . . . . . . . . . . . . .

11. Security Ownership of Certain Beneficial Owners and Principal Shareholders
Management . . . . . . . . . . . . . . . . . . . . . .

12. Description of Securities . . . . . . . . . . . . . . . Outside Front Cover Page; Description of Capital Stock

13. Interest of Named Experts and Counsel . . . . . . . . . Experts; Legal Matters

14. Disclosure of Commission Position on Description of Capital Stock-Limitation of Liability and
Indemnification for Securities Act Liabilities . . . . Indemnification of Directors and Officers; Underwriting;
Additional Information; Part II, Item 24

15. Organization Within Last Five Years . . . . . . . . . . Related Party Transactions

16. Description of Business . . . . . . . . . . . . . . . . Business

17. Management's Discussion and Analysis or Plan of Business-Plan of Operations
Operation . . . . . . . . . . . . . . . . . . . . . .

18. Description of Property . . . . . . . . . . . . . . . . Business-Bank Premises

19. Certain Relationships and Related Transactions . . . . Related Party Transactions

20. Market for Common Equity and Related Outside Front Cover Page; Risk Factors-No Prior Public
Shareholder Matters . . . . . . . . . . . . . . . . . Market; Limited Trading Market Expected

21. Executive Compensation . . . . . . . . . . . . . . . . Management-Director and Executive Officer Compensation

22. Financial Statements . . . . . . . . . . . . . . . . . Financial Statements

23. Changes in and Disagreement with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . Not Applicable

24. Indemnification of Directors and Officers . . . . . . . Description of Capital Stock-Limitation of Liability and
Indemnification of Directors and Officers; Part II

25. Other Expenses of Issuance and Distribution . . . . . . Part II

26. Recent Sales of Unregistered Securities . . . . . . . Part II

27. Exhibits . . . . . . . . . . . . . . . . . . . . . . . Part II; Exhibits

28. Undertakings . . . . . . . . . . . . . . . . . . . . . Part II

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES 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 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 STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED AUGUST 26, 1996

PROSPECTUS

825,000 SHARES

COMMUNITY CENTRAL BANK CORPORATION LOGO

COMMON STOCK
------------------

Community Central Bank Corporation, a Michigan corporation (the "Company"),
is offering for sale 825,000 shares of its Common Stock (the "Common Stock").
The Company is a proposed bank holding company organized to own all of the
common stock of Community Central Bank, a Michigan banking corporation (in
organization), to be located in Mount Clemens, Michigan (the "Bank"). Neither
the Company nor the Bank has ever conducted any business operations other than
matters related to their initial organization and the raising of capital. See
"Business." There has been no public trading market for the Common Stock. Roney
& Co. has advised the Company that it anticipates making a market in the Common
Stock following completion of the offering, although there can be no assurance
that an active trading market will develop. See "Underwriting" for a discussion
of the factors considered in determining the initial public offering price. The
Company expects that the quotations for the Common Stock will be reported on the
OTC Bulletin Board. The directors of the Company are expected to purchase at
least 218,000 of the shares of Common Stock at the public offering price.

------------------
THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A SIGNIFICANT
AMOUNT OF RISK. SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN
THE COMPANY'S COMMON STOCK.

THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND THEY ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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- -------------------------------------------------------------------------------------------------------
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1)(2) COMPANY(2)(3)
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Per Share............................. $10.00 $ $
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Total(2).............................. $8,250,000 $ $
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(1) The Company has agreed to indemnify the Underwriters against certain
liabilities including liabilities under the Securities Act of 1933. See
"Underwriting".

(2) The Company has granted the Underwriters a 30-day option to purchase up to
123,750 additional shares of its Common Stock solely to cover
over-allotments, if any. If the Underwriters exercise such option in full,
the Price to Public, Underwriting Discounts, and Proceeds to Company will be
approximately $ , $ and $ , respectively. See
"Underwriting." The Underwriters have agreed that no Underwriting Discounts
will be incurred by the Company for shares sold by the Underwriters to
members of the Board of Directors or their immediate families. See
"Underwriting." Members of the Board of Directors have provided nonbinding
expressions of interest to purchase a total of approximately 218,000 shares.
If 218,000 shares are so purchased, Underwriting Discounts will be reduced
by, and proceeds to the Company will be increased by $ .

(3) Before deducting estimated offering expenses payable by the Company of
$ .
------------------

The shares of Common Stock are offered severally by the Underwriters
subject to prior sale, when, as and if delivered to and accepted by them, and
subject to the right of the Underwriters to withdraw, cancel or modify such
offer and to reject orders in whole or in part. It is expected that delivery of
the shares of Common Stock will be made in Detroit, Michigan on or about
, 1996.
------------------

RONEY & CO. LOGO
THE DATE OF THIS PROSPECTUS IS , 1996.
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[PICTURE/MAP]
------------------------

AVAILABLE INFORMATION

The Company is not currently a reporting company pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), but will be required to file reports
pursuant to the Exchange Act following the completion of the offering. The
Company, which will use a December 31 fiscal year, intends to furnish its
shareholders with annual reports containing audited financial information and,
for the first three quarters of each fiscal year, quarterly reports containing
unaudited financial information.

Requests for such documents should be directed to Celestina Giles,
Corporate Secretary, 100 North Main Street, P.O. Box 7, Mount Clemens, Michigan
48046-0007.
------------------------

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless the context clearly suggests otherwise, references in this Prospectus to
the Company include the Bank. Except as otherwise indicated, all information in
this Prospectus assumes no exercise of the Underwriters' over-allotment option.

THE COMPANY

The Company was incorporated on April 26, 1996 under Michigan law and will
be a bank holding company owning all of the common stock of the Bank. The Bank
is organizing as a Michigan banking corporation with depository accounts to be
insured by the Bank Insurance Fund of the Federal Deposit Insurance Corporation
(the "FDIC"). The Bank intends to provide a range of commercial and consumer
banking services primarily in the communities of Macomb County, Michigan,
including Mount Clemens, Clinton Township, Harrison Township, Chesterfield
Township, and Macomb Township. Those services will reflect the Bank's intended
strategy of serving small to medium size businesses, and individual customers in
its market area. The Bank's retail banking strategy will initially focus on
providing attractive products and services, including computer home banking,
telephone banking and automated bill paying services to individuals in the
Bank's market area. Completion of the offering will be conditioned on the
Company and the Bank having received all necessary regulatory approvals, subject
to the satisfaction of certain conditions. Management anticipates commencing
business in temporary facilities late in the third quarter of 1996, and moving
its business to its permanent leased facilities late in the fourth quarter of
1996.

REASON FOR STARTING COMMUNITY CENTRAL BANK

In the opinion of the Company's management, this situation has created a
favorable opportunity for a new commercial bank with local management and local
directors. Management believes that such a bank can be successful in attracting
small to medium sized businesses and individuals as customers who wish to
conduct business with a locally owned and managed institution that demonstrates
an active interest in their business and personal financial affairs. The Bank
will seek to take advantage of this opportunity by emphasizing in its marketing
plan the Bank's local management, their strong ties and active commitment to the
community.

MARKET AREA

The Bank's main office will be located on a prominent corner at 100 North
Main Street in downtown Mount Clemens, Michigan. The Bank will be leasing a
building at the crossroads of North Main Street and Market Street that is being
renovated for the Bank.

Macomb County is one of the fastest growing communities in Michigan and has
a stable and diverse economic base. Macomb County, which is comprised of 27
cities, villages or townships, ranks third in population out of Michigan's 83
counties and 47th out of 3,100 counties nationally. With a current population of
over 700,000, Macomb County covers 482 square miles and is home to over 15,000
businesses. Macomb County is also an active boating center with 31 miles of
coastline on Lake St. Clair and over 40,000 registered pleasure craft.

Macomb County is also a large banking market. According to available
industry data, as of June 30, 1995 total deposits in this market, including
banks, thrifts and credit unions, were approximately $10.2 billion.

The Bank's main office will also serve as the Company's corporate
headquarters. The Company's address will be 100 North Main Street, Mount
Clemens, Michigan 48043. The Company's telephone number is (810) 783-4500.

MANAGEMENT

The Company has assembled a management team, including the Board of
Directors, with strong business experience in the Bank's market area and a
shared vision and commitment to the future growth and success of the Bank.

Harold W. Allmacher, Chairman and Chief Executive Officer of the Company,
has over 30 years of banking experience in the Bank's market area. Mr. Allmacher
was President and Chief Executive Officer of First National Bank Corporation
("FNBC"), a bank holding company with over $500,000,000 of assets at the time of
its acquisition in February of 1995 by Old Kent Financial Corporation ("Old
Kent"). Mr. Allmacher served as Chief Executive Officer of FNBC for 10 years.

Richard J. Miller, President and Treasurer of the Company, was corporate
treasurer of FNBC at the time of its acquisition by Old Kent. Mr. Miller has
over 15 years experience in bank financial, accounting and operations positions.

3
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MANAGEMENT

Mr. Allmacher and Mr. Miller are assembling a staff that will include
several former officers of FNBC or its subsidiary, First National Bank in Macomb
County ("FNB"). The Bank intends to compete aggressively for its banking
business through a systematic program of direct calling on both prospective
customers and referral sources such as attorneys, accountants and other business
people many of whom the management have come to know during their professional
careers. Andrew Tassopoulos, formerly a vice president of commercial lending at
FNB, where he spent 10 years, is expected to be the senior loan officer in
charge of the Bank's commercial and retail lending operations. Ken Flynn,
formerly a vice president in charge of mortgage lending at FNB, with over 20
years of banking experience, is expected to head up the Bank's mortgage lending
department.

The Company has formed a Board of Directors comprised of individuals with a
broad background in business, real estate, banking and education. Current
directors include Harold Allmacher, Celestina Giles, Gebran Anton and Raymond
Contesti, all former directors of FNBC or FNB. Mr. Anton is also a director of
Chateau Properties, Inc., a publicly held real estate investment trust traded on
the New York Stock Exchange.

The Board of Directors of the Company anticipates that its members, alone
or with their spouses, will purchase at least 218,000 shares of the Common Stock
in the offering. See "Principal Shareholders".

This management team represents a significant asset to the Company and the
Bank. Many of the individuals who will be working for the Bank have many years
experience individually, as well as in some cases having worked together
successfully at FNB. The officer staff currently assembled by the Company
represents a wide range of business, banking and investment knowledge and
experience. The Company believes that these individuals and their relationships
in the Bank's market area should offer the Bank a substantial opportunity to
attract new relationships.

THE OFFERING

Securities offered by the
Company....................... 825,000 shares of Common Stock. In addition,
the Company has granted the Underwriters an
option to purchase up to an additional 123,750
shares to cover over-allotments. See
"Description of Capital Stock."

Common Stock to be outstanding
after the offering............ 825,000 shares (948,750 shares if the
over-allotment option is exercised in full).

Use of proceeds by the
Company....................... Capitalization of the Bank and payment of
organization and preopening expenses. See "Use
of Proceeds."

Proposed NASD Over the Counter
Bulletin Board Symbol......... CCBD

4
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RISK FACTORS

The Common Stock offered hereby involves a high degree of risk and
should be considered only by persons who can afford the loss of their
investment. The following constitute some of the potential risks of an
investment in the Common Stock and should be carefully considered by
prospective investors prior to purchasing shares of Common Stock. The order of
the following is not intended to be indicative of the relative importance of
any described risk nor is the following intended to be inclusive of all risks
of investment in the Common Stock.

LACK OF OPERATING HISTORY

Neither the Company nor the Bank has any operating history. The
business of the Company and the Bank is subject to the risks inherent in the
establishment of a new business enterprise. Because the Company is only
recently formed and the Bank and the Company are in the process of obtaining
the necessary regulatory approvals, subject to the satisfaction of certain
conditions, but the Bank has not commenced banking operations as of the date
hereof, prospective investors do not have access to all of the information
that, in assessing their proposed investment, is available to the purchasers of
securities of a financial institution with a history of operations.

SIGNIFICANT LOSSES EXPECTED

As a result of the substantial start-up expenditures that must be
incurred by a new bank and the time it will take to develop its deposit base
and loan portfolio, it is expected that the Bank, and thus the Company, will
operate at a substantial loss during the start-up of the Bank. Accordingly,
they are not expected to be profitable for at least the first two years.
Cumulative losses during the first two years of operation are expected to
exceed $1 million. There is no assurance that the Bank will ever operate
profitably. As a result, it is anticipated that the book value of the Common
Stock will decrease accordingly. If the Company does not reach profitability
and recover its accumulated operating losses and the non-recoverable portion of
its investment in fixed assets, investors in the offering would likely suffer a
significant decline in the value of their shares of Common Stock.

DELAY IN COMMENCING OPERATIONS

Although the Company and the Bank expect to receive all regulatory
approvals and commence business in temporary facilities late in the third
quarter of 1996, and complete construction of, and move into their permanent
leased facilities late in the fourth quarter of 1996, there can be no assurance
as to when, if at all, these events will occur. Any delay in commencing
operations will increase pre-opening expenses and postpone realization by the
Bank of potential revenues. Absent the receipt of revenues and commencement of
profitable operations, the Company's accumulated deficit will continue to
increase (and book value per share decrease) as operating expenses such as
salaries and other administrative expenses continue to be incurred.

GOVERNMENT REGULATION AND MONETARY POLICY

The Bank has received all regulatory approvals required to organize
and establish the Bank and expects to receive authority to commence operations,
subject to the satisfaction of certain conditions. Those conditions include,
among other things, that: (i) beginning paid-in capital of the Bank will be
not less than $7.5 million; (ii) the Bank will maintain a ratio of Tier 1
capital to total assets for the first three years after commencing business of
at least 8% and an adequate valuation reserve in a minimum amount of 1.0% of
the Bank's outstanding loans and leases; and (iii) a commitment that no
dividends will be paid by the Bank until all initial losses have been
recaptured, an appropriate allowance for loan and lease losses has been
established, and overall capital is adequate. Regulatory capital requirements
imposed on the Bank may have the effect of constraining future growth, absent
the infusion of additional capital. subject to extensive state and federal
government supervision and regulation. Existing state and federal banking laws
will subject the Bank to substantial limitations with respect to loans,
purchase of securities, payment of dividends and many other aspects of its
banking business. There can be no assurance that future legislation or
government policy will not adversely affect the banking industry or the
operations of the Bank. Federal economic and monetary policy may affect the
Bank's ability to attract deposits, make loans and achieve satisfactory
interest spreads. See "Supervision and Regulation."

NO ASSURANCE OF DIVIDENDS

It is anticipated that no dividends will be paid on the Common Stock
for the foreseeable future. The Company will be largely dependent upon
dividends paid by the Bank for funds to pay dividends on the Common Stock, if
and when such dividends are declared. No assurance can be given that future
earnings of the Bank, and resulting dividends to the Company, will be
sufficient to permit the legal payment of dividends to Company shareholders at
any time in the future. Even if the Company may legally declare dividends, the
amount and timing of such dividends will be at the discretion of the Company's
Board of Directors. The Board may in its sole discretion decide not to declare
dividends. These shares should not be purchased by persons who need or desire
dividend income from this investment. For a more detailed discussion of other
regulatory limitations on the payment of cash dividends by the Company, see
"Dividend Policy."

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COMPETITION

The Company and the Bank will face strong competition for deposits,
loans and other financial services from numerous Michigan and out- of-state
banks, thrifts, credit unions and other financial institutions as well as other
entities which provide financial services, including consumer finance
companies, securities brokerage firms, mortgage brokers, insurance companies,
mutual funds, and other lending sources and investment alternatives. Some of
the financial institutions and financial services organizations with which the
Bank will compete are not subject to the same degree of regulation as the Bank.
Many of the financial institutions aggressively compete for business in the
Bank's proposed market area. Most of these competitors have been in business
for many years, have established customer bases, are larger, have
substantially higher lending limits than the Bank, and will be able to offer
certain services that the Bank does not expect to provide in the foreseeable
future, including multiple branches, trust services, and international banking
services. In addition, most of these entities have greater capital resources
than the Bank, which, among other things, may allow them to price their
services at levels more favorable to the customer and to provide larger credit
facilities than could the Bank. See "Business -- Market Area" and "Business -
Competition." Management has also been advised that another new bank is in
organization with the intent of commencing operation in the Bank's market area.
Additionally, recently passed federal legislation regarding interstate
branching and banking may act to increase competition in the future from larger
out-of-state banks. See "Supervision and Regulation -- Recent Regulatory
Developments."

DEPENDENCE ON MANAGEMENT

The Company is, and for the foreseeable future will be, dependent
primarily upon the services of Harold J. Allmacher, the Chairman of the Board
and Chief Executive Officer of the Company, and Richard J. Miller, President
and Treasurer of the Company. If the services of Mr. Allmacher or Mr. Miller
were to become unavailable to the Company for any reason, or if the Company
were unable to hire highly qualified and experienced personnel either to
replace Mr. Allmacher or Mr. Miller, or any other proposed employee, or to
staff the anticipated growth, the operating results of the Company would be
adversely affected. The Company and the Bank do not have employment agreements
with, or key man life insurance for, these or other officers. See "Business -
Employees" and "Management."

DISCRETION IN USE OF PROCEEDS

The offering is intended to raise funds to provide for the initial
capitalization of the Bank, purchase leasehold improvements, equipment and
other assets for the Bank's operations, fund loans, provide working capital for
general corporate purposes, and pay initial operating expenses. While
management currently has no such plans, if opportunities arise, some of the
proceeds of the offering could also be used to finance acquisitions of other
financial institutions, branches of other institutions, or expansion into other
lines of business closely related to banking. However, management will retain
discretion in employing the proceeds of the offering. See "Use of Proceeds."

LENDING RISKS AND LENDING LIMITS

The risk of nonpayment of loans is inherent in commercial banking, and
such nonpayment, if it occurs, would likely have a material adverse effect on
the Company's earnings and overall financial condition as well as the value of
the Common Stock. Because the Bank does not have an operating history, none of
the Bank's customers will have an established credit history with the Bank.
Management will attempt to minimize the Bank's credit exposure by carefully
monitoring the concentration of its loans within specific industries and
through prudent loan application and approval procedures, but there can be no
assurance that such monitoring and procedures will reduce such lending risks.
Credit losses can cause insolvency and failure of a financial institution, and
in such event, its shareholders could lose their entire investment.

The Bank's lending limit will initially be approximately $1 million.
Accordingly, the size of the loans which the Bank can offer to potential
customers is less than the size of loans which most of the Bank's competitors
with larger lending limits are able to offer. This limit initially will affect
the ability of the Bank to seek relationships with the area's larger
businesses. The Bank expects to accommodate loan volumes in excess of its
lending limit through the sale of participations in such loans to other banks.
However, there can be no assurance that the Bank will be successful in
attracting or maintaining customers seeking larger loans or that the Bank will
be able to engage in participations of such loans on terms favorable to the
Bank.

IMPACT OF INTEREST RATES AND ECONOMIC CONDITIONS

The results of operations for financial institutions, including the
Bank, may be materially and adversely affected by changes in prevailing
economic conditions, including declines in real estate market values, rapid
changes in interest rates and the monetary and fiscal policies of the federal
government. See "Supervision and Regulation -- General" and "-- Recent
Regulatory Developments." The Bank's profitability is in part a function of
the spread between the interest rates earned on investments and loans and the
interest rates paid on deposits and other interest-bearing liabilities. In the
early 1990s, many banking organizations experienced historically high interest
rate spreads. More recently, interest rate spreads have generally narrowed due
to changing market conditions and competitive pricing pressure, and there can
be no assurance that such factors will not continue to exert such pressure or
that such high interest rate spreads will return. Although economic conditions
in the Bank's market area have been generally favorable, there can be no
assurance that such conditions will continue to prevail. Substantially all the
Bank's loans will be to businesses and individuals in Southeastern Michigan and
any decline in the economy of this area could

6
<PAGE> 9

have an adverse impact on the Bank. Like most banking institutions, the Bank's
net interest spread and margin will be affected by general economic conditions
and other factors that influence market interest rates and the Bank's ability
to respond to changes in such rates. At any given time, the Bank's assets and
liabilities will be such that they are affected differently by a given change
in interest rates. As a result, an increase or decrease in rates could have a
material adverse effect on the Bank's net income, capital and liquidity. While
management intends to take measures to guard against interest rate risk, there
can be no assurance that such measures will be effective in minimizing the
exposure to interest rate risk. See "Supervision and Regulation."

NEED FOR TECHNOLOGICAL CHANGE

The banking industry is undergoing rapid technological changes with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. The Company's
future success will depend in part on its ability to address the needs of its
customers by using technology to provide products and services that will
satisfy customer demands for convenience as well as to create additional
efficiencies in the Bank's operations. Many of the Bank's competitors have
substantially greater resources to invest in technological improvements. Such
technology may permit competitors to perform certain functions at a lower cost
than the Bank. There can be no assurance that the Bank will be able to
effectively implement new technology-driven products and services or be
successful in marketing such products and services to its customers. See
"Business -- Business Strategy."

ANTI-TAKEOVER PROVISIONS

Chapters 7A and 7B of the Michigan Business Corporation Act provide
for certain supermajority vote and other requirements on certain business
combinations with interested shareholders and limit voting rights of certain
acquirers of control shares. In addition, federal law requires the approval of
the Federal Reserve Board prior to acquisition of "control" of a bank holding
company. These provisions may have the effect of delaying or preventing a
change in control of the Company without action by the shareholders. As a
result, these provisions could adversely affect the price of the Common Stock
by, among other things, preventing a shareholder of the Company's Common Stock
from realizing a premium which might be paid as a result of a change in control
of the Company. See "Description of Capital Stock - Certain Anti-Takeover
Provisions."

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation and bylaws provide for the
indemnification of its officers and directors and insulate its officers and
directors from liability for certain breaches of the duty of care. It is
possible that the indemnification obligations imposed under these provisions
could result in a charge against the Company's earnings and thereby affect the
availability of funds for payment of dividends to the Company's shareholders.
See "Description of Capital Stock - Indemnification of Directors and Officers."

DETERMINATION OF OFFERING PRICE; LIMITED TRADING MARKET EXPECTED

The initial public offering price of $10.00 per share was determined
by the Company in consultation with Roney & Co., the Managing Underwriter of
the offering (the "Managing Underwriter"). This price is not based upon
earnings or any history of operations and should not be construed as indicative
of the present or anticipated future value of the Common Stock. Prior to the
offering, there has been no public trading market for the Common Stock. The
price at which these shares are being offered to the public may be greater than
the market price for the Common Stock following the offering. The Managing
Underwriter has advised the Company that, upon completion of the offering, it
intends to use reasonable efforts to initiate quotations of the Common Stock on
the OTC Bulletin Board and to act as a market maker in the Common Stock,
subject to applicable laws and regulatory requirements, although it is not
obligated to do so. Making a market in securities involves maintaining bid and
ask quotations and being able, as principal, to effect transactions in
reasonable quantities at those quoted prices, subject to various securities
laws and other regulatory requirements. The development of a public trading
market depends, however, upon the existence of willing buyers and sellers, the
presence of which is not within the control of the Company, the Bank or any
market maker. Market makers on the OTC Bulletin Board are not required to
maintain a continuous two sided market, are required to honor firm quotations
for only a limited number of shares, and are free to withdraw firm quotations
at any time. Even with a market maker, factors such as the limited size of the
offering, the lack of earnings history for the Company and the absence of a
reasonable expectation of dividends within the near future mean that there can
be no assurance of an active and liquid market for the Common Stock developing
in the foreseeable future. Even if a market develops, there can be no
assurance that a market will continue, or that shareholders will be able to
sell their shares at or above the price at which these shares are being offered
to the public. Purchasers of Common Stock should carefully consider the
limited liquidity of their investment in the shares being offered hereby.

REGULATORY RISK

The banking industry is heavily regulated. Many of these regulations
are intended to protect depositors, the public, and the Federal Deposit
Insurance Corporation, not shareholders. Applicable laws, regulations,
interpretations and enforcement policies have been subject to significant, and
sometimes retroactively applied, changes in recent years, and may be subject to
significant future changes. There can be no assurance that such future changes
will not adversely affect the business of the Company. In addition, the burden
imposed by federal and state regulations may place banks in general, and the
Company specifically, at a competitive disadvantage compared to less regulated
competitors. See "Supervision and Regulation."

7
<PAGE> 10

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 825,000 shares of
Common Stock offered hereby are estimated to be $___________ ($___________ if
the Underwriters' over-allotment option is exercised in full), after deduction
of the underwriting discounts and commissions, but before deducting estimated
offering expenses of $___________. The Underwriters have agreed that no
underwriting discounts or commissions will be incurred by the Company for
shares sold by the Underwriters to members of the Board of Directors or their
immediate families. Such persons have provided nonbinding expressions of
interest to purchase approximately 218,000 shares. If such persons purchase
218,000 shares, underwriting discounts and commissions will be reduced by, and
proceeds to the Company will be increased by $__________.

The Company expects to contribute approximately $7,500,000 of the net
proceeds of the offering to the Bank by purchasing all of the Bank's common
stock to be issued. This purchase of the Bank's stock is intended to provide
the Bank with the capital required by regulators to commence operations. The
Bank plans to use approximately $350,000 for leasehold improvements, and
$300,000 to purchase furniture, fixtures and equipment and other necessary
assets for the Bank's operations. The Company expects to use approximately
$238,000 of the net proceeds to pay for preopening and organizational expenses
of the Bank. These preopening and organizational costs were financed on an
interim basis from loans of approximately $322,000 made to the Company by
certain of the Bank's organizers. It is anticipated that this approximately
$322,000 of loans will be repaid by the Company promptly following the
completion of the offering. Preopening income may offset some of these
expenses. It is currently anticipated that the balance of the net proceeds
received by the Bank will be used to fund investments in loans and securities
and for payment of operating expenses. The remaining net proceeds (plus any
net proceeds as a result of the exercise of the Underwriters' over- allotment
option) will initially be invested by the Company in investment grade
securities and otherwise held by the Company as working capital for general
corporate purposes and to pay operating expenses, as well as for possible
future capital contributions to the Bank. The funds will also be available to
finance possible acquisitions of other branches or expansion into other lines
of business closely related to banking, although the Company presently has no
plans to do so.

DIVIDEND POLICY

The Company initially expects that Company and Bank earnings, if any,
will be retained to finance the growth of the Company and the Bank and that no
cash dividends will be paid for the foreseeable future. After the Bank
achieves profitability and recovers its operating deficit, the Company may
consider payment of dividends. However, the declaration of dividends is at the
discretion of the Board of Directors and there is no assurance that dividends
will be declared at any time. If and when dividends are declared, the Company
will be largely dependent upon dividends paid by the Bank for funds to pay
dividends on the Common Stock. It is also possible, however, that the Company
might at some time in the future pay dividends generated from income or
investments and from other activities of the Company.

Under Michigan law, the Bank will be restricted as to the maximum
amount of dividends it may pay on its Common Stock. A Michigan state bank may
not declare dividends except out of net profits then on hand after deducting
its losses and bad debts and then only if the bank will have a surplus
amounting to at least 20% of its capital after the payment of the dividend. A
Michigan state bank may not declare or pay any cash dividend or dividend in
kind until the cumulative dividends on its preferred stock, if any, have been
paid in full. If the surplus of a Michigan state bank is at any time less than
the amount of its capital, before the declaration of a cash dividend or
dividend in kind, it must transfer to surplus not less than 10% of its net
profits for the preceding half-year (in the case of quarterly or semi-annual
dividends) or the preceding two consecutive half-year periods (in the case of
annual dividends). The ability of the Company and the Bank to pay dividends is
also affected by various regulatory requirements and policies, such as the
requirement to maintain adequate capital above regulatory guidelines. See
"Supervision and Regulation." Such requirements and policies may limit the
Company's ability to obtain dividends from the Bank for its cash needs,
including funds for acquisitions, payment of dividends by the Company, and the
payment of operating expenses.

8
<PAGE> 11
CAPITALIZATION

The following table sets forth the capitalization of the Company as it
is projected to be immediately after the sale of the 825,000 shares of Common
Stock offered hereby and the application of the estimated net proceeds. See
"Use of Proceeds."

<TABLE>
<S> <C>
Short-term debt $ -0-

Shareholders' equity:
Common Stock, no par value,
9,000,000 shares authorized: $4,125,000
825,000 shares issued and outstanding
Additional Paid-in Capital $3,413,000
Retained Earnings ----
Preopening and Organizational Expenses (1) $( 238,000)
---------

Total Equity $7,300,000
- --------------------
</TABLE>

(1) The preopening and organizational expenses will be amortized over a 60
month period.

BUSINESS

BACKGROUND

The liberalization in recent years of Michigan's branch banking laws,
together with the expansion of interstate banking, has led to substantial
consolidation of the banking industry in Michigan and especially the
Metropolitan Detroit area in which the Bank is located. In the past several
years, many of the financial institutions within the primary market area of the
Bank have either been acquired by or merged with larger financial institutions
or out-of-state financial institutions. In many cases, when these
consolidations occurred, local boards of directors were dissolved and local
management relocated or in some cases terminated. This has in some cases
resulted in policy and credit decisions being centralized away from the local
management of the financial providers in the Bank's primary market area.

In the opinion of the Company's management, this situation has created
a favorable opportunity for a new commercial bank with local management and
directors. Management of the Company believes that such a bank can attract
those customers who wish to conduct business with a locally managed institution
that demonstrates an active interest in their business and personal financial
affairs. The Company believes that a locally managed institution will be able
to deliver more timely responses to customer requests, provide customized
financial products and services, and offer the personal attention of the Bank's
senior banking officers. The Bank will seek to take advantage of this
opportunity by emphasizing in its marketing plan the Bank's local management
and the Bank's ties and commitment to its market area.

The Company will own all of the issued and outstanding stock of the
Bank. Prior to the completion of the offering, the Company expects to have
only one share of Common Stock outstanding that would be held by one of its
organizers. Following completion of the offering and before commencement of
operations, the Bank intends to complete the furnishing of its temporary
facility, certain training of its staff and the purchase, lease and
installation of equipment necessary to transact a banking business.
Correspondent banking relationships and other arrangements for services will be
completed as necessary.

The Company was incorporated as a Michigan business corporation on
April 26, 1996. The Company was formed to acquire all of the Bank's issued and
outstanding stock and to engage in the business of a bank holding company under
the federal Bank Holding Company Act of 1956, as amended. On May 9, 1996, the
Company received an order from the Commissioner of the Financial Institutions
Bureau of the State of Michigan (the "Commissioner") approving the application
to establish the Bank, subject to certain conditions set forth in its order.
The Company's application for FDIC deposit insurance was approved on August 6,
1996, subject to certain conditions including conditions related to capital
adequacy. The Company's application to become a bank holding company for the
Bank is expected to be approved by the Federal Reserve Board in September of
1996. The Bank expects to have such conditions satisfied and commence business
in a temporary facility late in the third quarter of 1996. The Bank intends to
commence business as soon as reasonably practical upon completion of the
offering and satisfaction of conditions to which certain of its regulatory
approvals are subject. See "Risk Factors -- Delay in Commencing Operations"
and "Risk Factors -- Government Regulation and Monetary Policy." The Bank
expects to move into its permanent leased facilities late in the fourth quarter
of 1996.

The Company will maintain its offices at 100 North Main Street, Mount
Clemens, Michigan 48043, telephone number (810) 783-4500.

9
<PAGE> 12

BUSINESS STRATEGY

The Bank intends to provide a range of business and consumer financial
services to serve small to medium-sized business customers and individuals. The
foundation of this strategy will be to emphasize local management and its
commitment to the Bank's primary market area. Harold W. Allmacher, Chairman
and Chief Executive Officer of the Company, has over 30 years of banking
experience in the Bank's market area. Richard J. Miller, President and
Treasurer of the Company, has over 15 years experience in finance and
operations. Mr. Allmacher was President and Chief Executive Officer and Mr.
Miller was corporate treasurer of FNBC, a one-bank holding company with more
than $500 million of assets at the time of its acquisition in February of 1995
by Old Kent. Mr. Allmacher and Mr. Miller are assembling a highly qualified
staff, which will include several former officers of FNBC's banking subsidiary,
FNB. The staff is committed to providing outstanding customer service and
banking products. The Bank intends to compete aggressively for its banking
business through a systematic program of direct calling on both customers and
referral sources such as attorneys, accountants and other business people, many
of whom the management have come to know during their professional careers.

BUSINESS FINANCIAL SERVICES. The Bank intends to offer products and
services consistent with its goal of attracting small to medium- sized business
customers as well as a variety of individuals. Commercial loans will be offered
on both a secured and unsecured basis and will be available for working capital
purposes, the purchase of equipment and machinery, financing of accounts
receivable and inventory and for the purchase of real estate, primarily owner
occupied real estate. As part of its banking business, the Bank may make loans
to all types of borrowers secured by first and junior mortgages on various
types of real estate, including without limitation, single-family residential,
multi-family residential, mixed use, commercial, developed, and undeveloped.
In making such loans, the Bank will be subject to written policies, reviewed
and approved at least annually by the Bank's board of directors, pursuant to
federal law and regulations. Such policies address loan portfolio
diversification and prudent underwriting standards, loan administration
procedures, and documentation, approval and reporting requirements. In
addition, Federal regulations impose supervisory loan-to-value ratios
applicable to each type of loan secured by real estate.

The Bank will generally look to a borrower's business operations as
the principal source of repayment and will also seek, when appropriate,
security interests in the inventory, accounts receivable or other personal
property of the borrower, and personal guaranties. Although the Bank intends
to be aggressive in seeking new loan growth, it intends to stress high quality
in its loans. To promote such standards, the Board of Directors of the Bank
intends to establish strict lending policies, including specified lending
authorities, loan review policies and lending committees. In establishing such
policies, the Board of Directors will be required to conform to applicable bank
regulatory requirements. See "Supervision and Regulation". Andrew
Tassopoulos, formerly a vice president of commercial lending at FNB, where he
spent 10 years, is currently expected to be the senior loan officer in charge
of the Bank's commercial and retail lending operations.

The Bank will actively pursue business checking accounts by offering
competitive rates, computerized banking, and other convenient services to many
of its business customers. In some cases the Bank will require its business
borrowers to maintain minimum balances. Management of the Bank also intends to
establish relationships with one or more correspondent banks and other
independent financial institutions to provide other services requested by its
customers, including loan participations where the requested loan amount
exceeds the Bank's legal lending limit.

CONSUMER FINANCIAL SERVICES. The Bank's retail banking strategy will
initially focus on providing attractive products and services, including
computer home banking, telephone banking and automated bill paying services to
individuals in the Bank's market area. The Bank believes that by offering these
technologically advanced banking products which allow customers to bank 24
hours a day from any point at their convenience it can attract new deposits and
loans without the necessity of expensive brick and mortar branch operations.

In addition, the Bank will originate residential real estate loans in
the form of first mortgages and home equity loans. The Bank has applied to the
Federal National Mortgage Association for approval as a seller servicer of
residential mortgage loans and intends to sell most of its fixed rate mortgages
into the secondary market. Most of its adjustable rate loans and home equity
loans, which will also be primarily adjustable rate, are intended to be held in
the Bank's portfolio. Ken Flynn, formerly a vice president in charge of
mortgage lending at FNB with over 20 years of banking experience, two of which
were at FNB, is currently expected to head up this department.

The Bank intends to offer other consumer lending services including
credit cards, auto loans, boat loans and other personal loan products on both a
secured and unsecured basis.

With an experienced staff to provide personalized service, management
believes it will be able to generate competitively priced loans and deposits.
This experienced staff will have access to current software and database
systems selected to deliver high-quality products and provide responsive
service to clients. The Bank expects to enter into agreements with third-party
service providers to provide customers with convenient electronic access to
their accounts and other bank products through debit cards, voice response and
home banking. The use of third- party service providers is intended to allow
the Bank to remain at the forefront of technology while minimizing the costs of
delivery.

The Bank has entered into a data processing services agreement with
M&I Data Services ("M&I"), having an initial term of approximately eight years.
In the event of early termination of the agreement by the Bank, or as a result
of any default by the Bank, it is required to pay M&I a fee equal to sixty
percent of the estimated fees it

10
<PAGE> 13

would have paid M&I for the remaining term of the agreement, and certain other
amounts. All such amounts are required to be paid before M&I is obligated to
release to the Bank copies of the data that the Bank has provided to M&I. The
Bank believes that M&I is one of the leading providers of data processing
services to banks.

INVESTMENTS. The principal investment of the Company will be its
purchase of all of the common stock of the Bank. Funds retained by the Company
from time to time may be invested in various debt instruments, including but
not limited to obligations of or guaranteed by the United States, general
obligations of a state or political subdivision thereof, bankers' acceptances
or certificates of deposit of United States commercial banks, or commercial
paper of United States issuers rated in the highest category by a
nationally-recognized investment rating service. Although the Company is
permitted to make limited portfolio investments in equity securities and to
make equity investments in subsidiary corporations engaged in certain
non-banking activities which may include real estate-related activities, such
as mortgage banking, community development, real estate appraisals, arranging
equity financing for commercial real estate, and owning and operating real
estate used substantially by the Bank or acquired for its future use, the
Company has no present plans to make any such equity investment. See,
"Supervision and Regulation -- The Company -- Investments and Activities." The
Company's board of directors may alter the Company's investment policy without
shareholder approval.

The Bank may invest its funds in a wide variety of debt instruments
and may participate in the federal funds market with other depository
institutions. Subject to certain exceptions, the Bank is prohibited from
investing in equity securities. Under one such exception, in certain
circumstances and with the prior approval of the FDIC, the Bank could invest up
to 10% of its total assets in the equity securities of a subsidiary corporation
engaged in certain real estate-related activities. The Bank has no present
plans to make such an investment. Real estate acquired by the Bank in
satisfaction of or foreclosure upon such loans may be held by the Bank, subject
to a determination by a majority of the Bank's board of directors at least
annually of the advisability of retaining the property, for a period not
exceeding 60 months after the date of acquisition, or such longer period as the
Commissioner may approve. The Bank is also permitted to invest an aggregate
amount not in excess of its capital in such real estate as is necessary for its
accommodation in the transaction of its business. The Bank has no present
plans to make any such investment. The Bank's board of directors may alter the
Bank's investment policy without shareholder approval.

MARKET AREA

Management believes that recent changes in the local banking industry,
including mergers and acquisitions involving both commercial banks and thrift
institutions, resulted in a decrease in the level of service for small to
medium-sized business customers in the Bank's market area. Management believes
that there continues to be the perception in the local business community that
many of the larger financial institutions are not as focused on providing
personal service to small to medium-sized businesses. Accordingly, management
believes that there are increased market opportunities for the Bank to serve
these businesses.

The Bank's main office will be located at 100 North Main Street, in
downtown Mount Clemens, Michigan with free parking and easy access from I-94,
North River Road and Gratiot Avenue.

The principal market anticipated to be served by the Bank will be
Macomb County, which includes Mount Clemens, Clinton Township, Harrison
Township, Chesterfield Township and Macomb Township. Macomb County is one of
the fastest growing communities in Michigan and has a stable and diverse
economic base. Macomb County, which is comprised of 27 cities, villages or
townships, ranks third in population out of Michigan's 83 counties and 47th out
of 3,100 counties nationally. With a current population of over 700,000,
Macomb County covers 482 square miles and is home to over 15,000 businesses.
Macomb County is also an active boating center with 31 miles of coastline on
Lake St. Clair and over 40,000 registered pleasure craft.

COMPETITION

There are many thrifts, credit unions and bank offices located within
the Bank's primary market area. Most are branches of larger financial
institutions which, in management's view, are managed with a philosophy of
strong centralization. Management has also been advised that there is another
new bank in organization with the intent to commence business in the market
area. The Bank will face competition from the thrifts, credit unions, and
other banks as well as finance companies, insurance companies, mortgage
companies, securities brokerage firms, money market funds and other providers
of financial services. Most of the Bank's competitors have been in business a
number of years, have established customer bases, are larger and have higher
lending limits than the Bank. The Bank will compete for loans principally
through its ability to communicate effectively with its customers and
understand and meet their needs. Management believes that its personal service
philosophy will enhance its ability to compete favorably in attracting
individuals and small businesses. The Bank will actively solicit retail
customers and will compete for deposits by offering customers personal
attention, professional service, computerized banking, and competitive interest
rates.

BANK PREMISES

The Bank has leased a two-story building at 100 North Main Street, in
downtown Mount Clemens, Michigan, for use as the Bank's main office and the
Company's headquarters. This building is of masonry construction and has
approximately 9,800 square feet of usable space. There will be four drive up
lanes adjacent

11
<PAGE> 14

to the building, one with an automatic teller machine, and the other three
designed for teller service. The building is located at the intersection
of Main Street and Market Street, adjacent to the Mount Clemens central
business district. It is easily accessible by both Northbound and Southbound
Gratiot Avenue, and is in the portion of downtown Mount Clemens closest to
I-94. Access to the main office is available to Macomb County residents by
utilizing I-94, I-696, M-59, Gratiot Avenue, Groesbeck Highway, and
Metropolitan Parkway. The building is one of a few locations in downtown
Mount Clemens with substantial on-site parking. The parking consists of
approximately 90 spaces, with no parking meters. The Bank expects to commence
its business late in the third quarter of 1996 in a temporary facility at the
same location. Late in the fourth quarter of 1996, the Bank expects to open
its permanent offices in the two-story building that it will be leasing for its
main office.

EMPLOYEES

Initially the Bank is expected to have approximately 18 full-time
employees, including the Chief Executive Officer, the President, the Corporate
Secretary, the Controller, the Senior Loan Officer, the teller staff and other
support positions. The Bank is assembling a staff of experienced
professionals. Management encourages all employees to share management's goal
of high-quality customer service.

PLAN OF OPERATION

The Company's plan of operation for the twelve months following the
completion of the offering does not contemplate the need to raise additional
funds during that period. Management has concluded, based on current
pre-opening growth projections, that the Bank is likely to have adequate funds
to meet its cash requirements for at least the next several years. Management
expects to pursue opportunities involving home banking services, but currently
has no specific plans for product research or development which would be
performed within the next twelve months. Management plans to expend
approximately $350,000 for leasehold improvements and $300,000 for the purchase
of fixtures and equipment prior to commencing operation. During the first
twelve months of operation, the Company does not anticipate requiring
substantial additional equipment. No significant changes in the number of
employees is anticipated in the first twelve months of operations after the
Bank commences its business.

MANAGEMENT

DIRECTORS AND OFFICERS

The directors and officers of the Company as of the date hereof, and
the contemplated directors and officers of the Bank upon completion of this
offering, are as follows:

<TABLE>
<CAPTION>
POSITION WITH
THE COMPANY POSITION(S)
NAME AGE (AND DIRECTOR CLASS) WITH THE BANK
----------------------- -------- -------------------------------------- ---------------------------------------
<S> <C> <C> <C>

Harold W. Allmacher 57 Chairman of the Board, Chief Executive Chairman of the Board, Chief Executive
Officer, and Director (Class III) Officer, and Director
Gebran S. Anton 64 Director (Class III) Director

Joseph Catenacci 60 Director (Class I) Director

Raymond Contesti 61 Director (Class I) Director

Salvatore Cottone 56 Director (Class II) Director
Celestina Giles 49 Corporate Secretary and Director (Class Corporate Secretary and Director
I)

Philip E. Greco 55 Director (Class I) Director
Bobby L. Hill 65 Director (Class II) Director

Joseph F. Jeannette 52 Director (Class III) Director

Richard J. Miller 38 President, Treasurer and Director President and Director
(Class II)

Dean S. Petitpren 53 Director (Class II) Director
Carole L. Schwartz 59 Director (Class III) Director

</TABLE>

12
<PAGE> 15

Under Federal law and regulations and subject to certain exceptions,
the addition or replacement of any director, or the employment, dismissal or
reassignment of a senior executive officer, of the Bank occurring within two
years of the chartering of the Bank, its acquisition by the Company, or any
change in control of the Bank or the Company (or at any time that the Bank is
not in compliance with applicable minimum capital requirements or is otherwise
in a troubled condition) is subject to prior notice to and disapproval by the
FDIC.

The Company's Articles of Incorporation provide that the number of
directors, as determined from time to time by the Board of Directors, shall be
no less than six and no more than fifteen. The Board of Directors has
presently fixed the number of directors at twelve. The Articles of
Incorporation further provide that the directors shall be divided into three
classes, Class I, Class II, and Class III, with each class serving a staggered
three-year term and with the number of directors in each class being as nearly
equal as possible. The initial terms of the Class I, Class II, and Class III
directors has been established at one year, two years, and three years,
respectively. The subsequent terms of each class of director will be three
years.

It is anticipated that the entire Board of Directors of the Bank will
be elected annually by its shareholder, the Company.

Officers of the Company and the Bank will be elected annually by their
respective Boards of Directors and perform such duties as are prescribed in the
bylaws or by the Board of Directors.

There are no family relationships among any of the Company's
directors, officers or key personnel. Carole Schwartz, one of the directors,
is the spouse of Judge Michael Schwartz, who is one of the organizers of the
Bank.

EXPERIENCE OF DIRECTORS AND OFFICERS

The experience and backgrounds of the directors and officers, and
their proposed positions with the Company, are summarized below.

HAROLD W. ALLMACHER (Chairman of the Board, Chief Executive Officer, Director)
has been employed in banking for over 30 years. He began his career at FNB as a
Commercial Lender in 1973 and most recently was President and CEO of FNB from
1986 until February 1, 1995. He was a Director of FNBC from April, 1987 until
February, 1995, when the company merged with Old Kent and a director of FNB for
the same period. He served as President and an Advisory Director for Old Kent
Bank-Macomb from February 1995, until October 1995 when he retired. Mr.
Allmacher serves on numerous boards of community organizations some of which
include the Community Growth Alliance, St. John's Hospital Macomb, and Macomb
County School to Work Program.

RICHARD J. MILLER (President, Treasurer, Director) has over 15 years experience
in financial accounting, bank operations, and regulatory compliance. Mr. Miller
was employed at FNB or its successor, Old Kent Bank - Macomb, from 1985 until
December 1995, most recently as Vice President and Controller. He also served
as Executive Officer and Corporate Treasurer of FNBC until the time of FNBC's
merger with Old Kent in 1995. Mr. Miller serves on several community boards,
including the Macomb Y.M.C.A. and Metro Macomb Productions (producer of the
Mount Clemens Santa Claus Parade).

CELESTINA GILES (Corporate Secretary and Director) was Executive Secretary of
FNB from 1981 through October 1995. She also served as a Director of FNB and
FNBC from April 1992 until the time of the company's merger in 1995. She
served as an Advisory Director for Old Kent Bank-Macomb from February 1995
until October 1995. Mrs. Giles is active in the American Cancer Society, the
Traffic Safety Association of Macomb County and the Macomb County Treasurer's
Association.

GEBRAN S. ANTON (Director) has been the owner and Vice President of Anton, Zorn
& Associates and owner and President of Gebran Anton Development Company since
1988, both of which are real estate development and brokerage companies. Mr.
Anton is the former owner of Anton's, Inc., a chain of retail men's clothing
stores. He formerly served as Director and Chairman of the Board of FNB from
1977 to 1987 and also served as an adviser to Colonial Central Holding Company
from 1987 until 1994, when it was acquired by Standard Federal Savings Bank.
Mr. Anton is a businessman and real estate owner in Mount Clemens. Mr. Anton
serves on the Board of Directors of Chateau Properties, Inc., a real estate
investment trust traded on the New York Stock Exchange.

JOSEPH CATENACCI (Carlo) (Director) has been Executive Vice President of John
Carlo, Inc., a highway and heavy construction company located in Clinton
Township, since 1961. He is a Director of Mount Clemens General Hospital as
well as other private companies.

RAYMOND M. CONTESTI (Director) has been Superintendent of Clintondale Community
Schools from 1983 to present. He was a Director of FNB and FNBC from August
1987 to February 1995 and an Advisory Director of Old Kent Bank-Macomb from
February 1995 to April 1996. Dr. Contesti is also a member of the Board of
Directors of MCG Telesis, the parent company of Mount Clemens General Hospital.
He serves on numerous community boards including the Economic Development
Corporation of Clinton Township, the Macomb/St. Clair Private Industry Council,
the Michigan Association of School Administrators and the American Association
of School Administrators.

13
<PAGE> 16

SALVATORE COTTONE (Director) has been the owner and President of Resco, Inc., a
real estate development company, from 1988 to present. He is a member of the
American Institute of Certified Public Accountants, the Michigan Association of
Certified Public Accountants, and the Building Industry Association of
Southeastern Michigan.

PHILIP E. GRECO (Director) has been President of Greco Title Company, a title
insurance company located in the Metropolitan Detroit area, from 1976 to the
present.

BOBBY L. HILL (Director) has been a County Commissioner on the Macomb County
Board of Commissioners since January 1991. Prior to that time, he was an
administrator of Adult and Community Vocational Education for Mount Clemens
Community Schools. He also serves on the Mount Clemens Education Foundation
and the Mount Clemens Stadium Fund Committee.

JOSEPH F. JEANNETTE (Director) has been the Assistant Director of Elementary
Education for Utica Community Schools from 1994 to the present. From 1967
until 1994, he served in various positions for Utica Community Schools,
including serving as Coordinator of Elementary Education from 1989 to 1994, and
as a Principal from 1972 to 1989. He is also Mayor Pro Tem for the City of
Utica.

DEAN S. PETITPREN (Director) has been President of Petitpren, Inc., a wholesale
beer distributor located in Macomb County, from 1961 to the present. He is a
Director of SADD of Michigan and several private companies in the community. He
is also a member of the Central Macomb County Chamber of Commerce, the Michigan
Sheriffs Association, as well as other groups.

CAROLE L. SCHWARTZ (Director) most recently was the President of Shannon
Management Company, a property management company, from 1990 to 1992. She is
also a Commissioner on the Zoning Board of Appeals for Clinton Township,
Michigan, and is active in several community groups, including the Michigan
Diabetes Association.

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

In the first year of operation, no compensation is expected to be paid
to any directors of the Company for their services in such capacities.
Depending on the structure and operation of the Company, the operations of the
Bank and other factors, the Company's and the Bank's Boards of Directors may
thereafter determine that reasonable fees or compensation are appropriate. In
that event it is likely that directors of the Company and the Bank would
receive compensation, such as meeting fees, which would be consistent with the
compensation paid to directors of financial institution holding companies and
banks of similar size.

The Bank's three executive officers have all chosen to join the Bank
at compensation levels below those earned in their previous positions. Their
interest is to achieve earlier profitability for the Bank by reducing operating
expenses. The annual compensation for Mr. Allmacher and Mr. Miller for the
first year of operations will be $67,500 each, and Ms. Giles' compensation for
the first year will be less than this amount. Executive officers' compensation
in subsequent years will be determined by the Compensation Committee, a
committee of the Bank's Board of Directors comprised of outside directors. The
Bank's officers may participate in the Company's 1996 Employee Stock Option
Plan. Officers of the Bank may also participate in any benefit plans adopted
for Bank employees. The Bank expects to eventually adopt a 401(k) plan for its
employees. Neither the Company nor the Bank has an employment agreement with
any officer.

1996 EMPLOYEE STOCK OPTION PLAN

The Board of Directors has adopted, and the sole shareholder of the
Company has approved, a 1996 Employee Stock Option Plan (the "Plan"). The
Plan's adoption is intended to enable the key employees of the Company or any
subsidiary to participate in any growth and profitability of the Company and
encourage their continuation as employees of the Company or a subsidiary to the
benefit of the Company and its shareholders. Pursuant to the Plan, stock
options may be granted which qualify under the Internal Revenue Code as
incentive stock options or as stock options that do not qualify as incentive
stock options. The Board is of the judgment that the interests of the Company
and its shareholders will be advanced by implementation of this Plan. The
following is a summary of the principal provisions of the Plan.

ADMINISTRATION. The Plan will be administered by a committee of the
Board of Directors of the Company comprised of directors who are not eligible
to participate in the Plan (the "Committee"). The Committee will make
determinations with respect to the officers and other key employees who will
participate in the Plan and the extent of their participation, including the
type of option. In making such determinations, the Committee may consider the
position and responsibilities of the employee, the nature and value of his or
her services and accomplishments, the present and potential contribution of the
employee to the success of the Company, and such other factors as the Committee
may deem relevant.

SHARES. The total number of shares of Common Stock which may be
issued under the Plan will not exceed 40,000 shares (subject to adjustment for
certain events as described below). The shares will be authorized but unissued
shares (including shares reacquired by the Company).

OPTION AGREEMENT. Each option granted under the Plan will be
evidenced by an agreement in such form as the Committee shall from time to time
approve, which agreement must comply with and be subject to certain

14
<PAGE> 17
conditions set forth in the Plan. Options granted under the Plan may be
incentive stock options or non-qualified options, as determined from time to
time by the Committee for each optionee.

OPTION PRICE. The option price will not be less than the fair market
value of the shares of Common Stock at the time the option is granted except in
the case of an incentive stock option granted to a 10% shareholder where the
option price will be equal to 110% of fair market value. For purposes of the
Plan, fair market value per share means the average of the published closing
bid and asked prices of the Common Stock on the OTC Bulletin Board (the
"Bulletin Board"), or if the Common Stock has become listed on The Nasdaq Stock
Market ("Nasdaq"), then on Nasdaq instead; or if the Common Stock is not quoted
on either the Bulletin Board or Nasdaq, a value determined by any fair and
reasonable means prescribed by the Committee. The option price shall be paid
in cash or through the delivery of previously owned shares of the Company's
Common Stock, or by a combination of cash and Common Stock. For purposes of
the grant of options under the Plan, and not for any other purpose, the Board
of Directors has determined that $10 per share should be used as the market
price for the Common Stock prior to the completion of the offering.

DURATION OF OPTIONS. The duration of each option will be determined
by the Committee, except that (1) the maximum duration may not exceed ten years
from the date of grant, and (2) for incentive stock options granted to persons
who own 10% or more of the Company's stock, the duration of such options may
not exceed five years from the date of grant. The Committee will determine at
the time of grant whether the option will be exercisable in full or in
cumulative installments.

Except as hereinafter provided, an option may be exercised by an
optionee only while such optionee is in the employ of the Company or a
subsidiary. In the event that the employment of an optionee to whom an option
has been granted under the Plan shall terminate (except as set forth below)
such option may be exercised, to the extent that the option was exercisable on
the date of termination of employment, only until the earlier of three (3)
months after such termination or the original expiration date of the option;
provided, however, that if termination of employment results from death or
total and permanent disability, such three (3) month period shall be extended
to twelve (12) months.

ADJUSTMENTS. The Committee may make appropriate adjustments in the
number of shares of Common Stock for which options may be granted or which may
be issued under the Plan and the price per share of each option if there is any
change in the Common Stock as a result of a stock dividend, stock split,
recapitalization or otherwise.

CHANGE IN CONTROL. In the case of a change in control (as defined in
the Plan) of the Company, each option then outstanding shall become exercisable
in full immediately prior to such change in control.

TERMINATION OF PLAN AND AMENDMENTS. An option may not be granted
pursuant to the Plan after April 30, 2001. The Board of Directors may from
time to time terminate the Plan or amend the Plan subject to shareholder
approval to the extent necessary to satisfy the requirements of Rule 16b-3
under the Exchange Act, or any successor rule.

FEDERAL INCOME TAX CONSEQUENCES. The grant of a non-qualified option
or incentive stock option has no federal tax consequences for the optionee or
the Company. Upon the exercise of a non-qualified option, the optionee is
deemed to realize taxable income to the extent that the fair market value of
the shares of Common Stock exceeds the option price. The Company is entitled
to a tax deduction for such amounts at the date of exercise. If any stock
received upon the exercise of a non-qualified option is later sold, any excess
of the sale price over the fair market value of the stock at the date of
exercise is taxable to the optionee.

No taxable income results to the optionee upon the exercise of an
incentive stock option if the incentive stock option is exercised during the
period of the optionee's employment or within three months thereafter, except
in the case of disability or death. However, the amount by which the fair
market value of the stock acquired pursuant to an incentive stock option
exceeds the option price is a tax preference item which may result in the
imposition on the optionee of an alternative minimum tax. If no disposition of
the shares is made within two years from the date the incentive stock option
was granted and one year from the date of exercise, any profit realized upon
disposition of the shares may be treated as a long-term capital gain by the
optionee. The Company will not be entitled to a tax deduction upon such
exercise of an incentive stock option, nor upon a subsequent disposition of the
shares unless such disposition occurs prior to the expiration of the holding
periods.

Under the terms of the Plan the aggregate market value (determined at
the time the option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time in any year by any optionee
may not exceed $100,000.

1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

In order to increase the proprietary interest of nonemployee directors
of the Company and to enhance the Company's ability to retain and attract
experienced and knowledgeable directors, the Board of Directors has adopted and
the sole shareholder of the Company has approved the 1996 Stock Option Plan for
Nonemployee Directors (the "Nonemployee Director Plan"). The following is a
summary of the Nonemployee Director Plan.

GRANT OF OPTIONS AND ADMINISTRATION. Pursuant to the Nonemployee
Director Plan, as of June 1, 1996, the Company will automatically grant each
person who is then a director of the Company who is not an

15
<PAGE> 18
employee of the Company or any affiliate ("Nonemployee Director") an option to
purchase 4,000 shares of Common Stock of the Company at the public offering
price of $10 per share. Nonemployee Directors who are appointed or elected
after June 1, 1996 will receive an option for a lesser number of shares, the
number of which will depend on which annual meeting is the first annual
meeting occurring concurrently with, or after he or she becomes a Nonemployee
Director, as set forth in the table below:

<TABLE>
<CAPTION>
The Nonemployee Director's
If the Nonemployee Director's Option will be for the
First Annual Meeting is the: Following Number of Shares:
------------------------------ ---------------------------
<S> <C>

1997 Annual Meeting 3,000
1998 Annual Meeting 2,000
1999 Annual Meeting 1,000
</TABLE>

The Nonemployee Director Plan will be administered by the Committee or another
committee appointed by at least a majority of the Board of Directors of the
Company.

SHARES. The total number of shares of the Company's Common Stock
which may be issued under the Nonemployee Director Plan will not exceed 40,000
shares (subject to adjustment for certain events as described below). The
shares will be authorized but unissued shares (including shares reacquired by
the Company).

OPTION AGREEMENT. Each option granted under the Nonemployee Director
Plan will be evidenced by an agreement in such form as the Committee shall from
time to time approve, which agreement must comply with and be subject to
certain conditions set forth in the Nonemployee Director Plan.

SCHEDULE FOR BECOMING FULLY EXERCISABLE. Options granted under the
Nonemployee Director Plan are immediately exercisable for 1,000 shares of
Common Stock. On the date of each successive annual meeting of the Company,
each option will become exercisable for an additional 1,000 shares of Common
Stock, until it is exercisable in full. In the event of a "change in control"
of the Company, as defined in the Nonemployee Director Plan, each option then
outstanding shall become immediately exercisable in full, immediately prior to
such change in control.

OPTION PRICE. The option exercise price for options granted under the
Nonemployee Director Plan will be the fair market value per share on the date
the option is granted to the Nonemployee Director. For purposes of the
Nonemployee Director Plan, fair market value per share means the average
between the published closing bid and asked prices of the Common Stock on the
Bulletin Board or if the Common Stock has become listed on Nasdaq then on
Nasdaq instead; or if the Common Stock is not quoted on either the Bulletin
Board or Nasdaq, a value determined by any fair and reasonable means prescribed
by the Committee. The options are not transferable by Nonemployee Directors,
except by will, the laws of descent and distribution, or pursuant to a
qualified domestic relations order. To the extent exercisable, each option may
be exercised from time to time, in full, or in part in minimum installment of
500 shares, during the term of the option. Payment of the option exercise
price may be made in cash or shares of Common Stock already owned by the person
exercising the option, valued at the fair market value per share of Common
Stock on the date of exercise, or a combination of cash and Common Stock. For
purposes of the grant of options under the Nonemployee Director Plan, and not
for any other purpose, the Board of Directors has determined that $10 per share
should be used as the market price for the Common stock prior to the completion
of the offering.

DURATION OF OPTIONS. The unexercised portion of each option
automatically expires, and is no longer exercisable, on the earliest to occur
of the following: (i) seven years after the option is granted, (ii) three
months after the person who was granted the option ceases to be a Nonemployee
Director, other than due to permanent

disability, death, or for cause, (iii) one year following the death or
permanent disability of the Nonemployee Director, and (iv) termination of the
Nonemployee Director's service as such, for cause.

ADJUSTMENTS. In the event that there is any change in the number of
shares of Common Stock through the declaration of stock dividends or stock
splits, or through recapitalization, merger, consolidation, combination of
shares, or otherwise, the Committee or the Board of Directors will make such
adjustments, if any, as it may deem appropriate, in the number of shares of
Common Stock subject to outstanding options, the option price, and any other
terms it deems appropriate.

TERMINATION OF PLAN AND AMENDMENT. The Board of Directors of the
Company may, from time to time, terminate or suspend the Nonemployee Director
Plan, in whole or in part, or amend the Nonemployee Director Plan, without
approval of the shareholders of the Company; except that no such action shall
be taken by the Board that (i) materially increases the benefits accruing to
the participants, materially increases the number of securities that may be
issued (except adjustments permitted under the paragraph above), or materially
modifies the eligibility requirements for participation, (ii) causes the
Nonemployee Director Plan to fail to satisfy the applicable requirements of
Rule 16b-3 under the Exchange Act, or any Nonemployee Director to fail to
qualify as a "disinterested person" as defined in that rule, or (iii) impairs
the rights of any option holder granted under the Nonemployee Director Plan,
without such option holder's consent.

FEDERAL INCOME TAX CONSEQUENCES. Under current federal income tax law,
options granted under the Nonemployee Director Plan will be non- qualified
stock options which do not qualify as incentive stock options under Section 422
of the Internal Revenue Code. The grant of a non-qualified option has no
federal tax consequences for the optionee or the Company. Upon the exercise of
a non-qualified option, the optionee is

16
<PAGE> 19

deemed to realize taxable income to the extent that the fair market value of
the shares of Common Stock exceeds the option price. The Company is entitled
to a tax deduction for such amounts at the date of exercise. If any stock
received upon the exercise of a non-qualified option is later sold, any excess
of the sale price over the fair market value of the stock at the date of
exercise is taxable to the optionee.

RELATED PARTY TRANSACTIONS

LOANS FROM ORGANIZERS

Over the past several months, the organizers of the Bank have loaned
approximately $322,000 in aggregate amount to the Company to cover
organizational expenses of the Bank and the Company. No interest is payable on
the loans. All of these loans will be repaid by the Company from the net
proceeds of the offering. The organizers include the members of the Board of
Directors and Judge Michael Schwartz.

LEASE OF MAIN OFFICE

The main office of the Bank is being leased by the Bank from T.A.P.
Properties, L.L.C. ("T.A.P."), a Michigan limited liability company, which is
owned by three persons, two of whom are Gebran Anton and Dean Petitpren,
members of the Company's Board of Directors. The lease has a term of 15 years
and provides for the payment of $2,559,375 of total fixed rent over the term of
the lease. The monthly lease payments begin at $10,000 per month in the first
year and increase over the term of the lease to $16,531 per month in the final
five years of the lease. In addition, the Bank will be required to make
payments for taxes, insurance, and other operating expenses. T.A.P. has agreed
to expend up to approximately $1,000,000 for the acquisition and improvement of
the property that is being leased to the Bank, including the construction of
tenant improvements. The Bank will be responsible for the payment of any
amounts over $1,000,000. Such amount is expected to be about $350,000. The
building has approximately 9,800 square feet of usable space.

BANKING TRANSACTIONS

It is anticipated that the directors and officers of the Company and
the Bank and the companies with which they are associated will have banking and
other transactions with the Company and the Bank in the ordinary course of
business. Any loans and commitments to lend to such affiliated persons or
entities included in such transactions will be made in accordance with all
applicable laws and regulations and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated parties of similar creditworthiness, and will
not involve more than normal risk or present other unfavorable features to the
Company and the Bank. Transactions between the Company or the Bank, and any
officer, director, principal shareholder, or other affiliate of the Company or
the Bank will be on terms no less favorable to the Company or the Bank than
could be obtained on an arms-length basis from unaffiliated independent third
parties.

INDEMNIFICATION

The Articles of Incorporation and bylaws of the Company provide for
the indemnification of directors and officers of the Company, including
reasonable legal fees, incurred by such directors and officers while acting for
or on behalf of the Company as a director or officer, subject to certain
limitations. See "Description of Capital Stock -- Indemnification of Directors
and Officers." The scope of such indemnification otherwise permitted by
Michigan law may be limited in certain circumstances by Federal law and
regulations. See "Recent

Regulatory Developments." The Company may purchase directors' and officers'
liability insurance for directors and officers of the Company and the Bank.

PRINCIPAL SHAREHOLDERS

The Company has to date issued only one share of Common Stock. The
following table sets forth certain information with respect to the anticipated
beneficial ownership of the Company's Common Stock after the sale of shares
offered hereby, by (i) each person expected by the Company to beneficially own
more than 5% of the outstanding Common Stock; (ii) each of the current
directors and executive officers of the Company; and (iii) all such directors
and executive officers of the Company as a group. Pursuant to the Underwriting
Agreement (the "Underwriting Agreement"), the Company will direct the
Underwriters to offer to sell the number of shares listed below to the
directors and executive officers listed below (exclusive of the 1,000 shares
for each person subject to the option shown in the applicable footnote to the
table). All share numbers are provided based upon such directions from the
Company and non-binding expressions of interest supplied by the persons listed
below. Depending upon their individual circumstances at the time, each of such
persons may purchase a greater or fewer number of shares than indicated in the
following table and in fact may purchase no shares.

17
<PAGE> 20

<TABLE>
<CAPTION>
Number of shares Percentage of
beneficially owned outstanding shares
Name and Address after offering (1) after offering (4)
------------------------------------- ------------------ ------------------
<S> <C> <C>

Harold W. Allmacher
4377 Clarke Drive
East China, Michigan 48054 26,000 (2) 3.15%
Gebran S. Anton
One Sycamore Lane
Grosse Pointe, MI 48230 26,000 (3) 3.15%

Joseph Catenacci
6227 Woodbridge
Washington Twp., MI 48094 26,000 (3) 3.15%

Raymond Contesti
37402 Radde
Clinton Twp., MI 48036 16,000 (3) 1.94%

Salvatore Cottone
11812 Shawnee Pointe
Shelby Twp., MI 48315 26,000 (3) 3.15%

Celestina Giles
34337 Manor Run Circle
Sterling Heights, MI 48312 4,000 (2) 0.48%

Philip E. Greco
41238 Clairpointe
Harrison Twp., MI 48045 6,000 (3) 0.73%

Bobby L. Hill
165 Clinton River Drive
Mount Clemens, MI 48043 11,000 (3) 1.33%

Joseph F. Jeannette
45650 Remer
Utica, MI 48317 26,000 (3) 3.15%
Richard J. Miller
42992 Ian Court
Clinton Twp., MI 48038 11,000 (2) 1.33%

Dean S. Petitpren
2540 Military
Port Huron, MI 48061 26,000 (3) 3.15%
Carole L. Schwartz
37473 Alpina Lane
Clinton Twp., MI 48036 26,000 (3) 3.15%

Directors and executive officers of the Company as a group
(12 persons) 230,000 (2)(3) 27.48%

</TABLE>

- ----------------------
(1) Some or all of the Common Stock listed may be held jointly with, or
for the benefit of, spouses and children of, or various trusts
established by, the person indicated.

(2) Includes 1,000 shares that such person has the right to acquire within
60 days of August 15, 1996 pursuant to the Company's 1996 Employee
Stock Option Plan. Such person also holds an option under such plan
to purchase an additional 4,000 shares.

(3) Includes 1,000 shares that such person has the right to acquire within
60 days of August 15, 1996 pursuant to the Company's Nonemployee
Director Plan. Such person also holds an option under such plan to
purchase an additional 3,000 shares.

18
<PAGE> 21

(4) The percentages shown are based on the 825,000 shares offered hereby
plus the number of shares that the named person or group has the right
to acquire within 60 days of August 15, 1996; and in each case assumes
no exercise of the Underwriters' over-allotment option.

SUPERVISION AND REGULATION

GENERAL

Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of the Company and the Bank can be affected not only by management
decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental
regulatory authorities. Those authorities include, but are not limited to, the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
the FDIC, the Commissioner, the Internal Revenue Service, and federal and state
taxing authorities. The effect of such statutes, regulations and policies can
be significant, and cannot be predicted with a high degree of certainty.

Federal and state laws and regulations generally applicable to
financial institutions and their holding companies regulate, among other
things, the scope of business, investments, reserves against deposits, capital
levels relative to operations, lending activities and practices, the nature and
amount of collateral for loans, the establishment of branches, mergers,
consolidations and dividends. The system of supervision and regulation
applicable to the Company and the Bank establishes a comprehensive framework
for their respective operations and is intended primarily for the protection of
the FDIC's deposit insurance funds, the depositors of the Bank, and the public,
rather than shareholders of the Bank or the Company.

Federal law and regulations, including provisions added by the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and
regulations promulgated thereunder, establish supervisory standards applicable
to the lending activities of the Bank, including internal controls, credit
underwriting, loan documentation, and loan-to-value ratios for loans secured by
real property. The Bank intends to comply with these requirements, and in some
cases may apply more restrictive standards.

The following references to statutes and regulations are intended to
summarize material effects of certain government regulation on the business of
the Company and the Bank. Any change in government regulation may have a
material effect on the business of the Company and the Bank.

THE COMPANY

GENERAL. The Company has received approval of the Commissioner and
expects to receive approval of the Federal Reserve Board to acquire all of the
capital stock to be issued by the Bank in connection with its organization.
When the Company becomes the sole shareholder of the Bank, the Company will be
a bank holding company and, as such, will be required to register with, and
will be subject to regulation by, the Federal Reserve Board under the Bank
Holding Company Act, as amended (the "BHCA"). Under the BHCA, the Company will
be subject to periodic examination by the Federal Reserve Board and will be
required to file periodic reports of its operations and such additional
information as the Federal Reserve Board may require.

In accordance with Federal Reserve Board policy, the Company will be
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank in circumstances where the Company might not do
so absent such policy. In addition, in certain circumstances a Michigan state
bank having impaired capital may be required by the Commissioner either to
restore the bank's capital by a special assessment upon its shareholders, or to
initiate the liquidation of the bank.

Any capital loans by a bank holding company to a subsidiary bank are
subordinate in right of payment to deposits and to certain other indebtedness
of such subsidiary bank. In the event of a bank holding company's bankruptcy,
any commitment by the bank holding company to a federal bank regulatory agency
to maintain the capital of a subsidiary bank will be assumed by the bankruptcy
trustee and entitled to a priority of payment. This priority would apply to
guarantees of capital plans under FDICIA.

INVESTMENTS AND ACTIVITIES. Under the BHCA, bank holding companies are
prohibited, with certain limited exceptions, from engaging in activities other
than those of banking or of managing or controlling banks and from acquiring or
retaining direct or indirect ownership or control of voting shares or assets of
any company which is not a bank or bank holding company, other than subsidiary
companies furnishing services to or performing services for its subsidiaries,
and other subsidiaries engaged in activities which the Federal Reserve Board
determines to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Since September 29, 1995, the BHCA has
permitted the Federal Reserve Board under specified circumstances to approve
the acquisition, by a bank holding company located in one state, of a bank or
bank holding company located in another state, without regard to any
prohibition contained in state law. See "Recent Regulatory Developments."

In general, any direct or indirect acquisition by the Company of any
voting shares of any bank which would result in the Company's direct or
indirect ownership or control of more than 5% of any class of voting
shares of such bank, and any merger or consolidation of the Company with
another bank holding company, will require the prior written approval of the
Federal Reserve Board under the BHCA. In acting on such

19
<PAGE> 22
applications, the Federal Reserve Board must consider various statutory
factors, including among others, the effect of the proposed transaction on
competition in relevant geographic and product markets, and each party's
financial condition, managerial resources, and record of performance under the
Community Reinvestment Act.

The merger or consolidation of an existing bank subsidiary of the
Company with another bank, or the acquisition by such a subsidiary of assets of
another bank, or the assumption of liability by such a subsidiary to pay any
deposits in another bank, will require the prior written approval of the
responsible Federal depository institution regulatory agency under the Bank
Merger Act, based upon a consideration of statutory factors similar to those
outlined above with respect to the BHCA. In addition, in certain such cases an
application to, and the prior approval of, the Federal Reserve Board under the
BHCA and/or the Commissioner under the Michigan Banking Code, may be required.

With certain limited exceptions, the BHCA prohibits bank holding
companies from acquiring direct or indirect ownership or control of voting
shares or assets of any company other than a bank, unless the company involved
is engaged solely in one or more activities which the Federal Reserve Board has
determined to be so closely related to banking or managing or controlling banks
as to be a proper incident thereto. Under current Federal Reserve Board
regulations, such permissible non-bank activities include such things as
mortgage banking, equipment leasing, securities brokerage, and consumer and
commercial finance company operations. Any such acquisition will require,
except in certain cases, at least 60 days' prior written notice to the Federal
Reserve Board.

In evaluating a written notice of such an acquisition, the Federal
Reserve Board will consider various factors, including among others the
financial and managerial resources of the notifying bank holding company, and
the relative public benefits and adverse effects which may be expected to
result from the performance of the activity by an affiliate of such company.
The Federal Reserve Board may apply different standards to activities proposed
to be commenced de novo and activities commenced by acquisition, in whole or in
part, of a going concern. The required notice period may be extended by the
Federal Reserve Board under certain circumstances, including a notice for
acquisition of a company engaged in activities not previously approved by
regulation of the Federal Reserve Board. If such a proposed acquisition is not
disapproved or subjected to conditions by the Federal Reserve Board within the
applicable notice period, it is deemed approved by the Federal Reserve Board.

CAPITAL REQUIREMENTS. The Federal Reserve Board uses capital adequacy
guidelines in its examination and regulation of bank holding companies. If
capital falls below minimum guidelines, a bank holding company may, among other
things, be denied approval to acquire or establish additional banks or non-bank
businesses.

The Federal Reserve Board's capital guidelines establish the following
minimum regulatory capital requirements for bank holding companies: (i) a
leverage capital requirement expressed as a percentage of total assets, (ii) a
risk-based requirement expressed as a percentage of total risk-weighted assets,
and (iii) a Tier 1 leverage requirement expressed as a percentage of total
assets. The leverage capital requirement consists of a minimum ratio of total
capital to total assets of 6%, with an expressed expectation that banking
organizations generally should operate above such minimum level. The
risk-based requirement consists of a minimum ratio of total capital to total
risk-weighted assets of 8%, of which at least one-half must be Tier 1 capital
(which consists principally of shareholders' equity). The Tier 1 leverage
requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with minimum requirements of 4% to 5% for
all others.

The risk-based and leverage standards presently used by the Federal
Reserve Board are minimum requirements, and higher capital levels will be
required if warranted by the particular circumstances or risk profiles of
individual banking organizations. Further, any banking organization
experiencing or anticipating significant growth would be expected to maintain
capital ratios, including tangible capital positions (i.e., Tier 1 capital less
all intangible assets), well above the minimum levels.

The Federal Reserve Board's regulations provide that the foregoing
capital requirements will generally be applied on a bank-only (rather than a
consolidated) basis in the case of a bank holding company with less than $150
million in total consolidated assets. Nonetheless, on a pro forma basis,
assuming the issuance and sale by the Company of the 825,000 shares of Common
Stock offered hereby at $10.00 per share, the Company's leverage capital ratio,
risk-based capital ratio and Tier 1 leverage ratio, in each case as calculated
on a consolidated basis under the Federal Reserve Board's capital guidelines,
would exceed the minimum requirements.

FDICIA requires the federal bank regulatory agencies biennially to
review risk-based capital standards to ensure that they adequately address
interest rate risk, concentration of credit risk and risks from non-traditional
activities and, since adoption of the Riegle Community Development and
Regulatory Improvement Act of 1994 (the "Riegle Act"), to do so taking into
account the size and activities of depository institutions and the avoidance of
undue reporting burdens. See "Recent Regulatory Developments." In 1995, the
agencies adopted regulations requiring as part of the assessment of an
institution's capital adequacy the consideration of: (i) identified
concentrations of credit risks, (ii) the exposure of the institution to a
decline in the value of its capital due to changes in interest rates, and (iii)
the application of revised conversion factors and netting rules on the
institution's potential future exposure from derivative transactions. In
addition, the agencies proposed: (i) additional required data submissions on
periodic Reports of Condition and Income ("Call Reports") regarding interest
rate exposure, to furnish a basis for future regulations imposing explicit
minimum capital charges for

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<PAGE> 23
interest rate risk, and (ii) incorporation in the capital adequacy regulations
of a measure for market risk in, among other things, the trading of debt
instruments.

DIVIDENDS. The Company is a corporation separate and distinct from
the Bank. Most of the Company's revenues will be received by it in the form of
dividends or interest paid by the Bank. The Bank is subject to statutory
restrictions on its ability to pay dividends. See "The Bank - Dividends." The
Federal Reserve Board has issued a policy statement on the payment of cash
dividends by bank holding companies. In the policy statement, the Federal
Reserve Board expressed its view that a bank holding company experiencing
earnings weaknesses should not pay cash dividends exceeding its net income or
which could only be funded in ways that weakened the bank holding company's
financial health, such as by borrowing. Additionally, the Federal Reserve
Board possesses enforcement powers over bank holding companies and their
non-bank subsidiaries to prevent or remedy actions that represent unsafe or
unsound practices or violations of applicable statutes and regulations. Among
these powers is the ability to proscribe the payment of dividends by banks and
bank holding companies. Similar enforcement powers over the Bank are possessed
by the FDIC. The "prompt corrective action" provisions of FDICIA impose
further restrictions on the payment of dividends by insured banks which fail to
meet specified capital levels and, in some cases, their parent bank holding
companies.

In addition to the restrictions on dividends imposed by the Federal
Reserve Board, the Michigan Business Corporation Act imposes certain
restrictions on the declaration and payment of dividends by Michigan
corporations such as the Company. See "Description of Capital Stock-Common
Stock-Dividend Rights."

THE BANK

GENERAL. Upon completion of its organization, the Bank will be a
Michigan banking corporation, and its deposit accounts will be insured by the
Bank Insurance Fund (the "BIF") of the FDIC. As a BIF-insured, Michigan
chartered bank, the Bank will be subject to the examination, supervision,
reporting and enforcement requirements of the Commissioner, as the chartering
authority for Michigan banks, and the FDIC, as administrator of the BIF. These
agencies and federal and state law extensively regulate various aspects of the
banking business including, among other things, permissible types and amounts
of loans, investments and other activities, capital adequacy, branching,
interest rates on loans and on deposits, the maintenance of non-interest
bearing reserves on deposit accounts, and the safety and soundness of banking
practices.

DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank will be
required to pay deposit insurance premium assessments to the FDIC. Pursuant to
FDICIA, the FDIC adopted a risk-based assessment system under which all insured
depository institutions are placed into one of nine categories and assessed
insurance premiums based upon their level of capital and supervisory
evaluation. Institutions classified as well- capitalized (as defined by the
FDIC) and considered healthy pay the lowest premium while institutions that are
less than adequately capitalized (as defined by the FDIC) and considered of
substantial supervisory concern pay the highest premium. Risk classification
of all insured institutions is made by the FDIC for each semi-annual assessment
period.

FDICIA required the FDIC to establish assessment rates at levels which
would restore the BIF to a mandated reserve ratio of 1.25% of insured deposits
over a period not to exceed 15 years. In November 1995, the FDIC determined
that the BIF had reached the required ratio. Accordingly, the FDIC has
established the schedule of BIF insurance assessments for the first semi-annual
assessment period of 1996, ranging from 0% of deposits for institutions in the
highest category to .27% of deposits for institutions in the lowest category,
subject to a minimum assessment of $1,000 for such period.

The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution or
its directors have engaged or are engaging in unsafe or unsound practices, or
have violated any applicable law, regulation, order, or any condition imposed
in writing by, or written agreement with, the FDIC, or if the institution is in
an unsafe or unsound condition to continue operations. The FDIC may also
suspend deposit insurance temporarily during the hearing process for a
permanent termination of insurance if the institution has no tangible capital.

CAPITAL REQUIREMENTS. The FDIC has established the following minimum
capital standards for state-chartered, FDIC-insured non-member banks, such as
the Bank: a leverage requirement consisting of a minimum ratio of Tier 1
capital to total assets of 3% for the most highly-rated banks with minimum
requirements of 4% to 5% for all others, and a risk-based capital requirements
consisting of a minimum ratio of total capital to total risk-weighted assets of
8%, at least one-half of which must be Tier 1 capital. Tier 1 capital consists
principally of shareholders' equity.

The capital requirements described above are minimum requirements.
Higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual institutions. As a condition to
the regulatory approvals of the Bank's formation, the Bank will be required to
have an initial capitalization sufficient to provide a ratio of Tier 1 capital
to total estimated assets of at least 8% at the end of the third year of
operation.

FDICIA establishes five capital categories, and the federal depository
institution regulators, as directed by FDICIA, have adopted, subject to certain
exceptions, the following minimum requirements for each of such categories:

21
<PAGE> 24

<TABLE>
<CAPTION>
Total Tier 1
Risk-Based Risk-Based Leverage
Capital Ratio Capital Ratio Ratio
------------- ------------- -----------
<S> <C> <C> <C>

Well capitalized 10% or above 6% or above 5% or above
Adequately capitalized 8% or above 4% or above 4% or above
Undercapitalized Less than 8% Less than 4% Less than 4%
Significantly undercapitalized Less than 6% Less than 3% Less than 3%
Critically undercapitalized -- -- A ratio of tangible
equity to total
assets of 2% or less
</TABLE>

Subject to certain exceptions, these capital ratios are generally
determined on the basis of Call Reports submitted by each depository
institution and the reports of examination by each institution's appropriate
federal depository institution regulatory agency.

Among other things, FDICIA requires the federal depository institution
regulators to take prompt corrective action in respect of depository
institutions that do not meet minimum capital requirements. The scope and
degree of regulatory intervention is linked to the capital category to which a
depository institution is assigned.

Depending upon the capital category to which an institution is
assigned, the regulators' corrective powers include: requiring the submission
of a capital restoration plan; placing limits on asset growth and restrictions
on activities; requiring the institution to issue additional capital stock
(including additional voting stock) or to be acquired; restricting transactions
with affiliates; restricting the interest rate the institution may pay on
deposits; ordering a new election of directors of the institution; requiring
that senior executive officers or directors be dismissed; prohibiting the
institution from accepting deposits from correspondent banks; requiring the
institution to divest certain subsidiaries; prohibiting the payment of
principal or interest on subordinated debt; and ultimately, appointing a
receiver for the institution.

In general, a depository institution may be reclassified to a lower
category than is indicated by its capital position if the appropriate federal
depository institution regulatory agency determines the institution to be
otherwise in an unsafe or unsound condition or to be engaged in an unsafe or
unsound practice. This could include a failure by the institution, following
receipt of a less-than-satisfactory rating on its most recent examination
report, to correct the deficiency.

DIVIDENDS. As a banking corporation organized under Michigan law, the
Bank will be restricted as to the maximum amount of dividends it may pay on its
Common Stock. The Bank may not pay dividends except out of net profits after
deducting its losses and bad debts. The Bank may not declare or pay a dividend
unless it will have a surplus amounting to at least 20% of its capital after
the payment of the dividend. If the Bank has a surplus less than the amount of
its capital it may not declare or pay any dividend until an amount equal to at
least 10% of net profits for the preceding half year (in the case of quarterly
or semi-annual dividends) or full year (in the case of annual dividends) has
been transferred to surplus. The Bank may, with the approval of the
Commissioner, by vote of shareholders owning 2/3 of the stock eligible to vote
increase its capital stock by a declaration of a stock dividend, provided that
after the increase its surplus equals at least 20% of its capital stock, as
increased. The Bank may not declare or pay any dividend until the cumulative
dividends on preferred stock (should any such stock be issued and outstanding)
have been paid in full. The Bank has no present plans to issue preferred
stock.

FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. The FDIC may prevent an insured bank from paying dividends
if the bank is in default of payment of any assessment due to the FDIC. In
addition, payment of dividends by a bank may be prevented by the applicable
federal regulatory authority if such payment is determined, by reason of the
financial condition of such bank, to be an unsafe and unsound banking practice.
The Federal Reserve Board has issued a policy statement providing that bank
holding companies and insured banks should generally only pay dividends out of
current operating earnings.

INSIDER TRANSACTIONS. The Bank is subject to certain restrictions
imposed by the Federal Reserve Act on any extensions of credit to the Company
or its subsidiaries, on investments in the stock or other securities of the
Company or its subsidiaries and the acceptance of the stock or other securities
of the Company or its subsidiaries as collateral for loans. Certain
limitations and reporting requirements are also placed on extensions of credit
by the Bank to its directors and officers, to directors and officers of the
Company and its subsidiaries, to principal shareholders of the Company, and to
"related interests" of such directors, officers and principal shareholders. In
addition, such legislation and regulations may affect the terms upon which any
person becoming a director or officer of the Company or one of its subsidiaries
or a principal shareholder of the Company may obtain credit from banks with
which the Bank maintains a correspondent relationship.

SAFETY AND SOUNDNESS STANDARDS. On July 10, 1995, the FDIC, the Office
of Thrift Supervision, the Federal Reserve Board and the Office of the
Comptroller of the Currency published final guidelines

22
<PAGE> 25
implementing the FDICIA requirement that the federal banking agencies
establish operational and managerial standards to promote the safety and
soundness of federally insured depository institutions. The guidelines, which
took effect on August 9, 1995, establish standards for internal controls,
information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, and compensation, fees and
benefits. In general, the guidelines prescribe the goals to be achieved in
each area, and each institution will be responsible for establishing its own
procedures to achieve those goals. If an institution fails to comply with any
of the standards set forth in the guidelines, the institution's primary
federal regulator may require the institution to submit a plan for achieving
and maintaining compliance. The preamble to the guidelines states that the
agencies expect to require a compliance plan from an institution whose failure
to meet one or more of the standards is of such severity that it could
threaten the safe and sound operation of the institution. Failure to submit
an acceptable compliance plan, or failure to adhere to a compliance plan that
has been accepted by the appropriate regulator, would constitute grounds for
further enforcement action. The federal banking agencies have also published
for comment proposed asset quality and earnings standards which, if adopted,
would be added to the safety and soundness guidelines. This proposal, like
the final guidelines, would make each depository institution responsible for
establishing its own procedures to meet such goals.

STATE BANK ACTIVITIES. Under FDICIA, as implemented by final
regulations adopted by the FDIC, FDIC-insured state banks are prohibited,
subject to certain exceptions, from making or retaining equity investments of a
type, or in an amount, that are not permissible for a national bank. FDICIA,
as implemented by FDIC regulations, also prohibits FDIC-insured state banks and
their subsidiaries, subject to certain exceptions, from engaging as principal
in any activity that is not permitted for a national bank or its subsidiary,
respectively, unless the bank meets, and continues to meet, its minimum
regulatory capital requirements and the FDIC determines the activity would not
pose a significant risk to the deposit insurance fund of which the bank is a
member. Impermissible investments and activities must be divested or
discontinued within certain time frames set by the FDIC in accordance with
FDICIA. These restrictions are not currently expected to have a material
impact on the operations of the Bank.

CONSUMER BANKING. The Bank's business will include making a variety
of types of loans to individuals. In making these loans, the Bank will be
subject to state usury and regulatory laws and to various federal statutes,
such as the Equal Credit Opportunity Act, Fair Credit Reporting Act, Truth in
Lending Act, Real Estate Settlement Procedures Act, and Home Mortgage
Disclosure Act, and the regulations promulgated thereunder, which prohibit
discrimination, specify disclosures to be made to borrowers regarding credit
and settlement costs, and regulate the mortgage loan servicing activities of
the Bank, including the maintenance and operation of escrow accounts and the
transfer of mortgage loan servicing. The Riegle Act imposed new escrow
requirements on depository and non-depository mortgage lenders and servicers
under the National Flood Insurance Program. See "Recent Regulatory
Developments." In receiving deposits, the Bank will be subject to extensive
regulation under state and federal law and regulations, including the Truth in
Savings Act, the Expedited Funds Availability Act, the Bank Secrecy Act, the
Electronic Funds Transfer Act, and the Federal Deposit Insurance Act.
Violation of these laws could result in the imposition of significant damages
and fines upon the Bank, its directors and officers.

RECENT REGULATORY DEVELOPMENTS.

In 1994, the Congress enacted two major pieces of banking legislation,
the Riegle Act and the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act"). The Riegle Act addressed such varied
issues as the promotion of economic revitalization of defined urban and rural
"qualified distressed communities" through special purpose "Community
Development Financial Institutions," the expansion of consumer protection with
respect to certain loans secured by a consumer's home and reverse mortgages,
and reductions in compliance burdens regarding Currency Transaction Reports, in
addition to reform of the National Flood Insurance Program, the promotion of a
secondary market for small business loans and leases, and mandating specific
changes to reduce regulatory impositions on depository institutions and holding
companies.

The Riegle-Neal Act substantially changed the geographic constraints
applicable to the banking industry. Effective September 29, 1995, the
Riegle-Neal Act allows bank holding companies to acquire banks located in any
state in the United States without regard to geographic restrictions or
reciprocity requirements imposed by state law, but subject to certain
conditions, including limitations on the aggregate amount of deposits that may
be held by the acquiring holding company and all of its insured depository
institution affiliates. Effective June 1, 1997 (or earlier if expressly
authorized by applicable state law), the Riegle-Neal Act allows banks to
establish interstate branch networks through acquisitions of other banks,
subject to certain conditions, including certain limitations on the aggregate
amount of deposits that may be held by the surviving bank and all of its
insured depository institution affiliates. The establishment of de novo
interstate branches or the acquisition of individual branches of a bank in
another state (rather than the acquisition of an out-of-state bank in its
entirety) is allowed by the Riegle-Neal Act only if specifically authorized by
state law. The legislation allows individual states to "opt-out" of certain
provisions of the Riegle-Neal Act by enacting appropriate legislation prior to
June 1, 1997.

In November, 1995, Michigan exercised its right to opt-in early to the
Riegle-Neal Act, and permitted non-U.S. banks to establish branch offices in
Michigan. Effective November 29, 1995, the Michigan Banking Code was amended
to permit, in appropriate circumstances and with the approval of the
Commissioner, (i) the acquisition of Michigan-chartered banks by FDIC-insured
banks, savings banks, or savings and loan associations located in other states,
(ii) the sale by a Michigan-chartered bank of one or more of its branches
(not comprising all or substantially all of its assets) to an FDIC-insured
bank, savings bank or savings and loan association located in a state in
which a Michigan-chartered bank could purchase one or more branches of the
purchasing entity,

23
<PAGE> 26

(iii) the acquisition by a Michigan-chartered bank of an FDIC-insured bank,
savings bank or savings and loan association located in another state,
(iv) the acquisition by a Michigan-chartered bank of one or more branches
(not comprising all or substantially all of the assets) of an FDIC-insured
bank, savings bank or savings and loan association located in another
state, (v) the consolidation of one or more Michigan-chartered banks and
FDIC-insured banks, savings banks or savings and loan associations located in
other states having laws permitting such consolidation, with the resulting
organization chartered either by Michigan or one of such other states, (vi) the
establishment by Michigan-chartered banks of branches located in other states,
the District of Columbia, or U.S. territories or protectorates, (vii) the
establishment of branches in Michigan by FDIC-insured banks located in other
states, the District of Columbia or U.S. territories or protectorates having
laws permitting a Michigan-chartered bank to establish a branch in such
jurisdiction, and (viii) the establishment by foreign banks of branches located
in Michigan. The amending legislation also expanded the regulatory authority
of the Commissioner and made certain other changes.

The Michigan Legislature has adopted, with effect from March 28, 1996,
the Credit Reform Act. This statute, together with amendments to other related
laws, permits regulated lenders, indirectly including Michigan-chartered banks,
to charge and collect higher rates of interest and increased fees on certain
types of loans to individuals and businesses. The laws prohibit "excessive
fees and charges", and authorize governmental authorities and borrowers to
bring actions for injunctive relief and statutory and actual damages for
violations by lenders. The statutes specifically authorize class actions, and
also civil money penalties for knowing and wilful, or persistent violations.

FDIC regulations which became effective April 1, 1996, impose
limitations (and in certain cases, prohibitions) on (i) certain "golden
parachute" severance payments by troubled depository institutions and their
affiliated holding companies to institution-affiliated parties (primarily
directors, officers, employees, or principal shareholders of the institution),
and (ii) certain indemnification payments by a depository institution or its
affiliated holding company, regardless of financial condition, to
institution-affiliated parties. The FDIC regulations impose limitations on
indemnification payments which could restrict, in certain circumstances,
payments by the Company or the Bank to their respective directors or officers
otherwise permitted under the Michigan Business Corporation Act ("MBCA") or the
Michigan Banking Code, respectively. See "Description of Capital Stock --
Indemnification of Directors and Officers."

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock consists of 9,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock. As of the date of this
Prospectus, there is one share of Common Stock issued and outstanding. No
shares of Preferred Stock have been issued by the Company.

Michigan law allows the Company's Board of Directors to issue
additional shares of stock up to the total amount of Common Stock and Preferred
Stock authorized without obtaining the prior approval of the shareholders.

PREFERRED STOCK

The Board of Directors of the Company is authorized to issue Preferred
Stock, in one or more series, from time to time, with such voting powers, full
or limited but not to exceed one vote per share, or without voting powers, and
with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as may be provided in the resolution or resolutions adopted by the Board of
Directors. The authority of the Board of Directors includes, but is not
limited to, the determination or fixing of the following with respect to shares
of such class or any series thereof: (i) the number of shares and designation
of such series; (ii) the dividend rate and whether dividends are to be
cumulative; (iii) whether shares are to be redeemable, and, if so, whether
redeemable for cash, property or rights; (iv) the rights to which the holders
of shares shall be entitled, and the preferences, if any, over any other
series; (v) whether the shares shall be subject to the operation of a purchase,
retirement or sinking fund, and, if so, upon what conditions; (vi) whether the
shares shall be convertible into or exchangeable for shares of any other class
or of any other series of any class of capital stock and the terms and
conditions of such conversion or exchange; (vii) the voting powers, full or
limited, if any, of the shares; (viii) whether the issuance of any additional
shares, or of any shares of any other series, shall be subject to restrictions
as to issuance, or as to the powers, preferences or rights of any such other
series; and (ix) any other preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions.

COMMON STOCK

Dividend Rights

Subject to any prior rights of any holders of Preferred Stock then
outstanding, the holders of the Common Stock will be entitled to dividends
when, as and if declared by the Company's Board of Directors out
of funds legally available therefor. Under Michigan law, dividends may be
legally declared or paid only if after the distribution the corporation can pay
its debts as they come due in the usual course of business and the
corporation's total assets equal or exceed the sum of its liabilities plus the
amount that would be needed to satisfy the preferential rights upon dissolution
of any holders of preferred stock then outstanding whose preferential rights
are superior to those receiving the distribution.

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<PAGE> 27

Funds for the payment of dividends by the Company are expected to be
obtained primarily from dividends of the Bank. There can be no assurance that
the Company will have funds available for dividends, or that if funds are
available, that dividends will be declared by the Company's Board of Directors.
As the Bank is not expected to be profitable during its start up period, the
Company does not expect to be in a position to declare dividends at any time in
the foreseeable future.

Voting Rights

Subject to the rights, if any, of holders of shares of Preferred Stock
then outstanding, all voting rights are vested in the holders of shares of
Common Stock. Each share of Common Stock entitles the holder thereof to one
vote on all matters, including the election of directors. Shareholders of the
Company do not have cumulative voting rights.

Preemptive Rights

Holders of Common Stock do not have preemptive rights.

Liquidation Rights

Subject to any rights of any Preferred Stock then outstanding, holders
of Common Stock are entitled to share on a pro rata basis in the net assets of
the Company which remain after satisfaction of all liabilities.

Transfer Agent

State Street Bank & Trust Company of Boston, Massachusetts, serves as
the transfer agent of the Company's Common Stock.

DESCRIPTION OF CERTAIN CHARTER PROVISIONS

The following provisions of the Company's Articles of Incorporation
may delay, defer, prevent, or make it more difficult for a person to acquire
the Company or to change control of the Company's Board of Directors, thereby
reducing the Company's vulnerability to an unsolicited takeover attempt.

Classification of the Board of Directors

The Company's Articles of Incorporation provide for the Board of
Directors to be divided into three classes of directors, each class to be as
nearly equal in number as possible, and also provides that the number of
directors shall be fixed by majority of the Board at no fewer than six nor more
than fifteen. Pursuant to the Articles of Incorporation, the Company's
directors have been divided into three classes. Four Class I directors have
been elected for a term expiring at the 1997 annual meeting of shareholders,
four Class II directors have been elected for a term expiring at the 1998
annual meeting of shareholders, and four Class III directors have been elected
for a term expiring at the 1999 annual meeting of shareholders (in each case,
until their respective successors are elected and qualified).

Removal of Directors

The MBCA provides that, unless the articles of incorporation otherwise
provide, shareholders may remove a director or the entire board of directors
with or without cause. The Company's Articles of Incorporation provide that a
director may be removed only for cause and only by the affirmative vote of the
holders of a majority of the voting power of all the shares of the Company
entitled to vote generally in the election of directors.

Filling Vacancies on the Board of Directors

The Company's Articles of Incorporation provide that a new director
chosen to fill a vacancy on the Board of Directors will serve for the remainder
of the full term of the class in which the vacancy occurred.

Nominations of Director Candidates

The Company's Articles of Incorporation include a provision governing
nominations of director candidates. Nominations for the election of directors
may be made by the Board of Directors, a nominating committee appointed by the
Board of Directors, or any shareholder entitled to vote for directors. In the
case of a shareholder nomination, the Articles of Incorporation provide certain
procedures that must be followed. The shareholder intending to nominate
candidates for election must deliver written notice containing certain
specified information to the Secretary of the Company at least sixty (60) days
but not more than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of shareholders.

Certain Shareholder Action

The Company's Articles of Incorporation require that any shareholder
action must be taken at an annual or special meeting of shareholders, that any
meeting of shareholders must be called by the Board of Directors or the
Chairman of the Board, and prohibit shareholder action by written consent.
Shareholders of the Company

25
<PAGE> 28
are not permitted to call a special meeting of shareholders or require that
the Board call such a special meeting. The MBCA permits shareholders holding
10% or more of all of the shares entitled to vote at a meeting to request the
Circuit Court of the County in which the Company's principal place of business
or registered office is located to order a special meeting of shareholders for
good cause shown.

Increased Shareholders' Vote for Alteration, Amendment or Repeal of
Article Provisions

The Company's Articles of Incorporation require the affirmative vote
of the holders of at least 66 2/3% of the voting stock of the Company entitled
to vote generally in the election of directors for the alteration, amendment or
repeal of, or the adoption of any provision inconsistent with the foregoing
provisions of the Company's Articles of Incorporation.

CERTAIN ANTI-TAKEOVER PROVISIONS

Michigan Fair Price Act. Certain provisions of the MBCA establish a
statutory scheme similar to the supermajority and fair price provisions found
in many corporate charters (the "Fair Price Act"). The Fair Price Act provides
that a supermajority vote of 90 percent of the shareholders and no less than
two-thirds of the votes of noninterested shareholders must approve a "business
combination." The Fair Price Act defines a "business combination" to encompass
any merger, consolidation, share exchange, sale of assets, stock issue,
liquidation, or reclassification of securities involving an "interested
shareholder" or certain "affiliates." An "interested shareholder" is generally
any person who owns 10 percent or more of the outstanding voting shares of the
corporation. An "affiliate" is a person who directly or indirectly controls,
is controlled by, or is under common control with a specified person.

The supermajority vote required by the Fair Price Act does not apply
to business combinations that satisfy certain conditions. These conditions
include, among others: (i) the purchase price to be paid for the shares of the
corporation in the business combination must be at least equal to the highest
of either (a) the market value of the shares or (b) the highest per share price
paid by the interested shareholder within the preceding two-year period or in
the transaction in which the shareholder became an interested shareholder,
whichever is higher; and (ii) once becoming an interested shareholder, the
person may not become the beneficial owner of any additional shares of the
corporation except as part of the transaction which resulted in the interested
shareholder becoming an interested shareholder or by virtue of proportionate
stock splits or stock dividends.

The requirements of the Fair Price Act do not apply to business
combinations with an interested shareholder that the board of directors has
approved or exempted from the requirements of the Fair Price Act by resolution
prior to the time that the interested shareholder first became an interested
shareholder.

Control Share Act. The MBCA regulates the acquisition of "control
shares" of large public Michigan corporations (the "Control Share Act").
Following completion of the offering, the Control Share Act is expected to
apply to the Company and its shareholders.

The Control Share Act establishes procedures governing "control share
acquisitions." A control share acquisition is defined as an acquisition of
shares by an acquiror which, when combined with other shares held by that
person or entity, would give the acquiror voting power, alone or as part of a
group, at or above any of the following thresholds: 20 percent, 33-1/3 percent
or 50 percent. Under the Control Share Act, an acquiror may not vote "control
shares" unless the corporation's disinterested shareholders (defined to exclude
the acquiring person, officers of the target corporation, and directors of the
target corporation who are also employees of the corporation) vote to confer
voting rights on the control shares. The Control Share Act does not affect the
voting rights of shares owned by an acquiring person prior to the control share
acquisition.

The Control Share Act entitles corporations to redeem control shares
from the acquiring person under certain circumstances. In other cases, the
Control Share Act confers dissenters' right upon all of the corporation's
shareholders except the acquiring person.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Articles of Incorporation provide that the Company shall
indemnify its present and past directors, executive officers, and such other
persons as the Board of Directors may authorize, to the fullest extent
permitted by law.

The Company's Bylaws contain indemnification provisions concerning
third party actions as well as actions in the right of the Company. The Bylaws
provide that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that he or she is or was a director or officer of the Company, or while serving
as such a director or officer, is or was serving at the request of the Company
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including attorney's fees),
judgments, penalties, fees and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not

26
<PAGE> 29
opposed to the best interests of the Company or its shareholders, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.

With respect to derivative actions, the Bylaws provide that the
Company shall indemnify any person who was or is a party to or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Company to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Company, or, while
serving as such a director or officer, is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses (including attorney's
fees) and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the action or suit if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company or its shareholders. No indemnification is provided
in the Bylaws in respect of any claim, issue or matter in which such person has
been found liable to the Company except to the extent that a court of competent
jurisdiction determines upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

LIMITATION OF DIRECTOR LIABILITY

The MBCA permits corporations to limit the personal liability of their
directors in certain circumstances. The Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty. However, they do not eliminate or limit the liability of a
director for any breach of a duty, act or omission for which the elimination or
limitation of liability is not permitted by the MBCA, currently including,
without limitation, the following: (1) breach of the director's duty of
loyalty to the Company or its shareholders; (2) acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law; (3)
illegal loans, distributions of dividends or assets, or stock purchases as
described in Section 551(1) of MBCA; and (4) transactions from which the
director derived an improper personal benefit.

SHARES ELIGIBLE FOR FUTURE SALE

As of August 15, 1996, the Company had one share of Common Stock
outstanding that was held by a member of the Board of Directors. Upon
completion of the offering, the Company expects to have 825,000 shares of its
Common Stock outstanding. The 825,000 shares of the Company's Common Stock
sold in the offering (plus any additional shares sold upon the Underwriters'
exercise of their over-allotment option) have been registered with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933
(the "Securities Act") and may generally be resold without registration under
the Securities Act unless they were acquired by directors, executive officers,
or other affiliates of the Company (collectively, "Affiliates"). Affiliates of
the Company may generally only sell shares of the Common Stock pursuant to Rule
144 under the Securities Act.

In general, under Rule 144 as currently in effect, an affiliate (as
defined in Rule 144) of the Company may sell shares of Common Stock within any
three-month period in an amount limited to the greater of 1% of the outstanding
shares of the Company's Common Stock or the average weekly trading volume in
the Company's Common Stock during the four calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain manner-of-sale provisions,
holding periods for restricted shares, notice requirements, and the
availability of current public information about the Company.

The Company and the directors and officers of the Company and the Bank
(who are expected to hold an aggregate of approximately 218,000 shares after
the offering), have agreed, or will agree, that (a) they will not issue, offer
for sale, sell, transfer, grant options to purchase or otherwise dispose of any
shares of Common Stock without the prior written consent of the Managing
Underwriter for a period of 180 days from the date of this Prospectus, except
that (i) the Company may issue shares upon the exercise of options under the
Company's 1996 Employee Stock Option Plan or the Nonemployee Directors Plan and
(ii) the directors and officers may give Common Stock owned by them to others
who have agreed in writing to be bound by the same agreement, and (b) they will
not sell, transfer, assign, pledge, or hypothecate any shares of Common Stock
for a period of three months from the date of the Prospectus acquired in
connection with directions from the Company for issuer directed securities.

As of August 15, 1996, the Company had outstanding 9 options to
purchase an aggregate of 36,000 shares of its Common Stock at an exercise price
of $10 per share pursuant to the Company's Nonemployee Directors Plan and 3
options to purchase an aggregate of 15,000 shares of its Common Stock at an
exercise price of $10 per share pursuant to the Company's 1996 Employee Stock
Option Plan. These options are held by a total of 12 persons, each of whom is
a member of the Board of Directors of the Company.

Prior to the offering, there has been no public trading market for the
Common Stock, and no predictions can be made as to the effect, if any, that
sales of shares or the availability of shares for sale will have on the
prevailing market price of the Common Stock after completion of the offering.
Nevertheless, sales of substantial amounts of Common Stock in the public market
could have an adverse effect on prevailing market prices.

27
<PAGE> 30
UNDERWRITING

The Underwriters named below (the "Underwriters"), have severally
agreed, subject to the terms and conditions of the Underwriting Agreement, to
purchase from the Company the respective number of shares of the Company's
Common Stock set forth opposite their names in the table below.

<TABLE>
<CAPTION>
Number
Underwriter of Shares
- ----------- ---------
<S> <C>

Roney & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 825,000
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters thereunder are subject to certain conditions and provides for the
Company's payment of certain expenses incurred in connection with the review of
the underwriting arrangements for the offering by the National Association of
Securities Dealers, Inc. The Underwriters are obligated to purchase at least
825,000 of the shares of Common Stock offered hereby, excluding shares covered
by the over-allotment option granted to the Underwriters, if any are purchased.

If the Underwriting Agreement is terminated, except in certain limited
cases, the Underwriting Agreement provides that the Company will reimburse the
Underwriters for all accountable out-of-pocket expenses incurred by them in
connection with the proposed purchase and sale of the Common Stock. The
Company has advanced $15,000 to the Managing Underwriter in connection with
such expense reimbursement. The Underwriting Agreement provides that in the
event the accountable out-of-pocket expenses to be reimbursed upon such
termination total an amount less than $15,000, the Underwriters shall pay such
difference to the Company.

The Company and the Underwriters have agreed that the Underwriters
will purchase the 825,000 shares of Common Stock offered hereunder at a price
to the public of $10.00 per share less Underwriting Discounts and Commissions
of $________ per share. However, no Underwriting Discounts or Commissions will
be incurred by the Company with respect to any shares sold to members of the
Board of Directors of the Company or their immediate families. The
Underwriters propose to offer the Common Stock to selected dealers who are
members of the National Association of Securities Dealers, Inc., at a price of
$10 per share less a concession not in excess of $_______ per share. The
Underwriters may allow, and such dealers may re-allow, concessions not in
excess of $______ per share to certain other brokers and dealers.

The Underwriters have informed the Company that the Underwriters do
not intend to make sales to any accounts over which they exercise discretionary
authority.

The Company has granted the Underwriters an option, exercisable within
30 days after the date of this offering, to purchase up to an additional
123,750 shares of Common Stock from the Company to cover over-allotments, if
any, at the same price per share as is to be paid by the Underwriters for the
other shares offered hereby. The Underwriters may purchase such shares only to
cover over-allotments, if any, in connection with the offering.

The Underwriting Agreement contains indemnity provisions between the
Underwriters and the Company and the controlling persons thereof against
certain liabilities, including liabilities arising under the Securities Act.
The Company is generally obligated to indemnify the Underwriters and their
controlling persons in connection with losses or claims arising out of any
untrue statement of a material fact contained in this Prospectus or in related
documents filed with the Commission or with any state securities administrator,
or any omission of certain material facts from such documents.

There has been no public trading market for the Common Stock. The
price at which the shares are being offered to the public was determined by
negotiations between the Company and the Managing Underwriter. This price is
not based upon earnings or any history of operations and should not be
construed as indicative of the present or anticipated future value of the
Common Stock. Several factors were considered in determining the initial
offering price of the Common Stock, among them the size of the offering, the
desire that the security being offered be attractive to individuals and the
Managing Underwriter's experience in dealing with initial public offerings for
financial institutions.

LEGAL PROCEEDINGS

Neither the Bank nor the Company is a party to any pending legal
proceedings or aware of any threatened legal proceedings where the Company or
the Bank may be exposed to any material loss.

28
<PAGE> 31
LEGAL MATTERS

The legality of the Common Stock offered hereby will be passed upon
for the Company by Dickinson, Wright, Moon, Van Dusen & Freeman, Detroit and
Bloomfield Hills, Michigan. Warner Norcross & Judd LLP, Grand Rapids, Michigan,
is acting as counsel for the Managing Underwriter in connection with certain
legal matters relating to the shares of Common Stock offered hereby.

EXPERTS

The financial statements of the Company included in this Prospectus
have been audited by Plante & Moran, LLP, independent public accountants, as
indicated in their report with respect thereto. Such financial statements and
their report have been included herein in reliance upon the authority of said
firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission
("SEC") a Form SB-2 Registration Statement under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain
portions of which have been omitted as permitted by the Rules and Regulations
of the SEC. For further information pertaining to the shares of Common Stock
offered hereby and to the Company, reference is made to the Registration
Statement, including the Exhibits filed as a part thereof, copies of which can
be inspected at and copied at the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and Room 1400, 75 Park Place, New York New York 10007.
Copies of such materials can also be obtained at prescribed rates by writing to
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions discussed above under "Description of
Capital Stock -- Indemnification of Directors and Officers," or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

29
<PAGE> 32

COMMUNITY CENTRAL BANK CORPORATION
FINANCIAL STATEMENTS
(A COMPANY IN THE DEVELOPMENT STAGE)

<TABLE>
<CAPTION>
INDEX

PAGE NO.
--------
<S> <C>

INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

FINANCIAL STATEMENTS

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Statement of Shareholder's Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Statement of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7

</TABLE>

F - 1
<PAGE> 33

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Community Central Bank Corporation

We have audited the accompanying balance sheet of Community Central Bank
Corporation (a Company in the development stage) as of July 31, 1996, and the
related statements of shareholder's equity, income and cash flows for the
period from April 26, 1996 (inception) through July 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Community Central Bank
Corporation (a Company in the development stage) as of July 31, 1996, and the
results of its operations and cash flows for the period from April 26, 1996
(inception) through July 31, 1996 in conformity with generally accepted
accounting principles.

August 15, 1996 /S/ Plante & Moran, LLP

PLANTE & MORAN, LLP

Bloomfield Hills, Michigan

F - 2
<PAGE> 34

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
JULY 31, 1996

ASSETS

<TABLE>
<S> <C>
Cash $ 15,194
Office equipment 109,629
Organization and preopening costs 127,592
Deferred offering costs 168,938
----------
Total assets $ 421,353
==========

LIABILITIES AND SHAREHOLDER'S EQUITY
<S> <C>
Accounts payable $ 222,343

Related party notes payable (Note 2) 199,000

SHAREHOLDER'S EQUITY
Preferred stock, no par value; 1,000,000
shares authorized, none issued ---

Common stock - no par value; 9,000,000
shares authorized, one share issued
and outstanding 5

Additional paid-in capital 5
----------

Total shareholder's equity 10
----------

Total liabilities and shareholder's equity $ 421,353
==========
</TABLE>

See Notes to Financial statements.

F - 3
<PAGE> 35

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDER'S EQUITY
PERIOD FROM APRIL 26, 1996 (INCEPTION) TO JULY 31, 1996

<TABLE>
<CAPTION>
ADDITIONAL
PREFERRED COMMON PAID-IN
STOCK STOCK CAPITAL TOTAL
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

Balance at April 26, 1996 $ --- $ --- $ --- $ ---

Issuance of common stock --- 5 5 10
---------- ------------ ----------- ------------

Balance at July 31, 1996 $ --- $ 5 $ 5 $ 10
========== ============ =========== ============

</TABLE>

See Notes to Financial Statements.

F - 4
<PAGE> 36

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
PERIOD FROM APRIL 26, 1996 (INCEPTION) TO JULY 31, 1996

<TABLE>
<S> <C>
Total revenue $ ----

Total expense ----
---------

Net Income $ ----
=========

</TABLE>

See Notes to Financial Statements.

F - 5
<PAGE> 37

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
PERIOD FROM APRIL 26, 1996 (INCEPTION) TO JULY 31, 1996

<TABLE>
<S> <C>
Cash flows from operating activities from development stage
operations -
Net income $ ----
Adjustments to reconcile net income from development stage
operations to net cash provided by operating activities:
Increase in accounts payable 222,343
---------

Net cash provided by operating activities 222,343

Cash flows from investing activities -
Purchase of office equipment (109,629)
Organizational and preopening costs (127,592)
---------

Net cash used in investing activities (237,221)

Cash flows from financing activities -
Proceeds from related party notes payable 199,000
Deferred offering costs (168,938)
Sale of common stock 10
---------

Net cash provided by financing activities 30,072
---------

Net increase in cash 15,194

Cash, beginning balance ----
---------

Cash, ending balance $ 15,194
=========

</TABLE>

See Notes to Financial Statements.

F - 6
<PAGE> 38

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Community Central Bank Corporation (the
"Company") was incorporated on April 26, 1996 as a bank
holding company to establish and operate a new bank, Community
Central Bank (the "Bank") in Mount Clemens, Michigan. The
Company intends to raise a minimum of $7,538,000 in equity
capital through the sale of 825,000 shares of the Company's
common stock at $10 per share, net of underwriting discounts
and offering costs. Proceeds from the offering will be used
to capitalize the Bank, lease facilities and provide working
capital.

Basis of presentation - The preparation of financial
statements in conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could
differ from those estimates.

Organization and preopening costs - Organization and
preopening costs represent incorporation costs, salaries,
legal and accounting costs and other costs relating to the
organization. Management anticipates that organization and
preopening costs will approximate $238,000 through
commencement of operations.

NOTE 2 - NOTES PAYABLE RELATED PARTIES

Non-interest bearing demand notes payable in the amount of
$199,000 are outstanding to the Company's organizers.
Management intends to repay the loans from the proceeds of the
common stock offering.

NOTE 3 - RELATED PARTY LEASE COMMITMENT

In May 1996 the Company entered into a fifteen year lease
commitment for an office from an entity that is owned by two
directors.

The lease will commence on November 1, 1996. The landlord
will remodel the facility up to a cost of $1 million, with the
company responsible for costs in excess. Management estimates
that the total building improvement cost will approximate
$1.35 million. The present value of the minimum lease payment
under the lease, which will be recorded as a capital lease
when the lease commences, will approximate $1 million.

F - 7
<PAGE> 39

COMMUNITY CENTRAL BANK CORPORATION
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1996

NOTE 3 - RELATED PARTY LEASE COMMITMENT (Continued)

The future minimum lease payments are as follows:

<TABLE>
<S> <C>
1996 $ 24,000
1997 122,500
1998 137,500
1999 150,000
2000 150,000
2001 153,750
Thereafter 1,821,625
----------
$2,559.375
==========

</TABLE>

F - 8
<PAGE> 40

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 2
Prospectus Summary..................... 3
Risk Factors........................... 5
Use of Proceeds........................ 8
Dividend Policy........................ 8
Capitalization......................... 9
Business............................... 9
Management............................. 12
Related Party Transactions............. 17
Principal Shareholders................. 17
Supervision and Regulation............. 19
Description of Capital Stock........... 24
Shares Eligible for Future Sale........ 27
Underwriting........................... 28
Legal Proceedings...................... 28
Legal Matters.......................... 29
Experts................................ 29
Additional Information................. 29
Index to Financial Statements.......... F-1
</TABLE>

------------------------
UNTIL , 1996 (90 DAYS AFTER THE EFFECTIVE DATE OF THE
OFFERING), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------

825,000 SHARES

[COMMUNITY CENTRAL BANK CORP. LOGO]

COMMON STOCK

--------------------------
PROSPECTUS
--------------------------

RONEY & CO. LOGO

, 1996

-------------------------------------------------------
-------------------------------------------------------
<PAGE> 41

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The registrant's Articles of Incorporation provide that the registrant
shall indemnify its present and past directors, executive officers, and such
other persons as the Board of Directors may authorize, to the full extent
permitted by law.

The registrant's Bylaws contain indemnification provisions concerning third
party actions as well as actions in the right of the registrant. The Bylaws
provide that the registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the registrant) by
reason of the fact that he or she is or was a director or officer of the
registrant or is, or while serving as such a director or officer was, serving
at the request of the registrant as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not, against
expenses (including attorney's fees), judgments, penalties, fees and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the registrant or its shareholders, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

With respect to derivative actions, the Bylaws provide that the registrant
shall indemnify any person who was or is a party to or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the registrant to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the registrant, or is or
was serving at the request of the registrant as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such judgment or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the registrant or its shareholders and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person has been found liable to the registrant unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

The registrant's Articles of Incorporation provide that a director of the
registrant shall not be personally liable to the registrant or its shareholders
for monetary damages for breach of the director's fiduciary duty. However, it
does not eliminate or limit the liability of a director for any breach of a
duty, act or omission for which the elimination or limitation of liability is
not permitted by the MBCA, currently including, without limitation, the
following: (1) breach of the director's duty of loyalty to the registrant or
its shareholders; (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) illegal loans,
distributions of dividends or assets, or stock purchases as described in
Section 551(1) of MBCA; and (4) transactions from which the director derived an
improper personal benefit.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses in connection with the
sale and distribution of the Common Stock being registered, other than
underwriting discounts and commissions. All amounts shown are estimates,
except the SEC registration fee and the NASD filing fee, and assume sale of
825,000 shares in the offering.

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,271.55
NASD filing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,448.75
Printing and mailing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000.00
Fees and expenses of counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,000.00
Accounting and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,000.00
Blue Sky fees and expenses (including counsel fees) . . . . . . . . . . . . . . . . . . 20,000.00
Registrar and Transfer Agent fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,500.00
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000.00
----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $208,220.30
===========
</TABLE>

II-1
<PAGE> 42

Item 26. Recent Sales of Unregistered Securities.

The registrant has borrowed approximately $322,000 from its organizers
during the past nine months to pay organizational and related expenses. To the
extent that such transactions would be deemed to involve the offer or sale of a
security, the registrant would claim an exemption under Section 4(2) of the
Securities Act of 1933 for such transactions. In addition, the registrant,
sold one share of its Common Stock to Harold Allmacher, its Chairman and Chief
Executive Officer, for $10. The registrant also claims an exemption for such
sale pursuant to Section 4(2).

Item 27. Exhibits.

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>

1 Form of Underwriting Agreement (a)
3.1 Articles of Incorporation of Community Central Bank Corporation (b)
3.2 Bylaws of Community Central Bank Corporation (b)
4.1 Specimen Stock Certificate of Community Central Bank Corporation (b)
5 Opinion of Dickinson, Wright, Moon, Van Dusen & Freeman (b)
10.1 1996 Employee Stock Option Plan (b)
10.2 1996 Stock Option Plan for Nonemployee Directors (b)
10.3 Lease Agreement (b)
10.4 Data Processing Services Agreement dated as of June 5, 1996 between Community Central Bank and M&I
Data Services (a)
21 Subsidiaries of Community Central Bank Corporation (b)
23.1 Consent of Dickinson, Wright, Moon, Van Dusen & Freeman (included in opinion filed as Exhibit 5) (b)
23.2 Consent of Plante & Moran, LLP (a)
27 Financial Data Schedule (a)
- ------------------
</TABLE>

(a) Filed herewith.
(b) Previously filed.

Item 28. Undertakings.

The undersigned registrant hereby undertakes as follows:

(1) The registrant will provide to the underwriter at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.

(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities arising under the Securities Act (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by

II-2
<PAGE> 43

controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(3) The registrant will:

(i) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this registration statement as
of the time the SEC declared it effective; and

(ii) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-3
<PAGE> 44

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this Amendment
No. 1 to this registration statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Mount Clemens, state of
Michigan, on August 26, 1996.

COMMUNITY CENTRAL BANK CORPORATION

By: /S/ Harold W. Allmacher
-------------------------------
Harold W. Allmacher, Chairman
and Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
indicated on August 26, 1996.

<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>

/S/ Harold W. Allmacher Chairman of the Board, Chief Executive Officer and
------------------------------- Director
Harold W. Allmacher

/S/ Gebran S. Anton Director
--------------------------------
Gebran S. Anton

/S/ Joseph Cantenacci Director
---------------------------------
Joseph Catenacci

/S/ Raymond Contesti Director
--------------------------------
Raymond Contesti

/S/ Salvatore Cottone Director
---------------------------------
Salvatore Cottone

/S/ Celestina Giles Corporate Secretary and Director
-----------------------------------
Celestina Giles

/S/ Philip E. Greco Director
----------------------------------
Philip E. Greco

/S/ Bobby L. Hill Director
-----------------------------------
Bobby L. Hill

/S/ Joseph F. Jeannette Director
-----------------------------------
Joseph F. Jeannette

</TABLE>

II-4
<PAGE> 45

<TABLE>
<S> <C>
/S/ Richard J. Miller President, Treasurer (Principal Financial Officer
---------------------------------- and Principal Accounting Officer), and Director
Richard J. Miller

/S/ Dean S. Petitpren Director
----------------------------------
Dean S. Petitpren

/S/ Carole L. Schwartz Director
---------------------------------
Carole L. Schwartz

</TABLE>

II-5
<PAGE> 46
COMMUNITY CENTRAL BANK CORPORATION

Amendment No. 1 to Registration Statement on Form SB-2
Exhibit Index

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 Form of Underwriting Agreement (a)

3.1 Articles of Incorporation of Community Central Bank Corporation (b)

3.2 Bylaws of Community Central Bank Corporation (b)

4.1 Specimen Stock Certificate of Community Central Bank Corporation (b)

5 Opinion of Dickinson, Wright, Moon, Van Dusen & Freeman (b)

10.1 1996 Employee Stock Option Plan (b)

10.2 1996 Nonemployee Director Stock Option Plan (b)

10.3 Lease Agreement (b)

10.4 Data Processing Services Agreement dated as of June 5, 1996 between Community
Central Bank and M&I Data Services (a)

21 Subsidiaries of Community Central Bank Corporation (b)

23.1 Consent of Dickinson, Wright, Moon, Van Dusen & Freeman (included in opinion filed as Exhibit 5) (b)

23.2 Consent of Plante & Moran, LLP (a)

27 Financial Data Schedule (a)
</TABLE>

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

(a) Filed herewith
(b) Previously filed

<PAGE> 1
EXHIBIT 1

825,000 SHARES

COMMUNITY CENTRAL BANK CORPORATION

COMMON STOCK

UNDERWRITING AGREEMENT

______________, 1996

Roney & Co.
As Representative of the several Underwriters
c/o Roney & Co.
One Griswold
Detroit, Michigan 48226

Dear Sirs:

Community Central Bank Corporation, a Michigan corporation
(the "COMPANY"), proposes to issue and sell 825,000 shares (the "FIRM
SHARES") of its authorized but unissued Common Stock (the "COMMON STOCK")
to the several underwriters named in Exhibit A attached to this Agreement
(the "UNDERWRITERS") for whom Roney & Co. L.L.C., a Delaware limited liability
company ("Roney & Co."), is acting as Representative. In addition, the Company
proposes to grant to the Underwriters an option to purchase up to an additional
123,750 shares (the "OPTIONAL SHARES") to cover over-allotments. The Firm
Shares and the Optional Shares are called, collectively, the "SHARES."

1. SALE AND PURCHASE OF THE SHARES.

(a) On the basis of the representations, warranties
and agreements of the Company contained in, and subject to the
terms and conditions of, this Agreement, the Company agrees to
issue and sell to the Underwriters, and the Underwriters agree
severally and not jointly, to purchase, the Firm Shares set forth
opposite their respective names on Exhibit A at a purchase price of
$9.20 per Share, except as set forth in Section 1(b) below.

(b) On the basis of the representations, warranties
and agreements of the Company contained in, and subject to the
terms and conditions of, this Agreement, and pursuant to directions
from the Company, the Underwriters will offer to sell to each of
the persons listed on Exhibit B (who may purchase alone or with
family members to the extent permitted by the Free-Riding and
Withholding Interpretation (the "INTERPRETATION") under the Rules
of Fair Practice of the National Association of Securities Dealers,
Inc. (the "NASD")) the number of Shares set forth opposite their
respective names on Exhibit B. To the extent such persons (alone
or with such family members) offer to buy such Shares, the

<PAGE> 2

Underwriters agree to purchase such Shares at a purchase price of
$10.00 per Share. The parties agree that the securities purchased
and sold under this subparagraph shall constitute "issuer directed
securities" sold to the issuer's employees or directors or other
persons under the Interpretation.

(c) On the basis of the representations, warranties
and agreements of the Company contained in, and subject to the
terms and conditions of, this Agreement, the Company grants to the
Underwriters an option to purchase all or any part of the Optional
Shares at a price per Share of $9.20. The over-allotment option
may be exercised only to cover over-allotments in the sale of the
Firm Shares by the Underwriters and may be exercised in whole or in
part at any time or times on or before 12:00 noon, Detroit time, on
the day before the Firm Shares Closing Date (as defined in Section
2 below), and only once at any time after that date and within 30
days after the Effective Date (as defined in Section 4 below), in
each case upon written or transmitted facsimile notice, or verbal
notice confirmed by transmitted facsimile, written or telegraphic
notice, by Roney & Co. to the Company no later than 12:00 noon,
Detroit time, on the day before the Firm Shares Closing Date or at
least three but not more than five full business days before the
Optional Shares Closing Date (as defined in Section 2 below), as
the case may be, setting forth the number of Optional Shares to be
purchased and the time and date (if other than the Firm Shares
Closing Date) of such purchase. The number of Optional Shares to
be purchased by each Underwriter shall be determined by multiplying
the number of Optional Shares to be sold by the Company pursuant to
such notice of exercise by a fraction, the numerator of which is
the number of Firm Shares to be purchased by such Underwriter as
set forth opposite its name on Exhibit A and the denominator of
which is 825,000 (subject to such adjustments to eliminate any
fractional share purchases as Roney & Co. in its discretion may
make).

(d) Roney & Co. represents and warrants to the Company
that each Underwriter has authorized Roney & Co. to accept delivery
of its Shares and to make payment and to receipt therefor. Roney &
Co., individually and not as the Representative of the
Underwriters, may (but shall not be obligated to) make payment for
any Shares to be purchased by any Underwriter whose funds shall not
have been received by Roney & Co. by the Firm Shares Closing Date
(as defined in Section 2 below) or the Optional Shares Closing Date
(as defined in Section 2 below), as the case may be, for the
account for such Underwriter, but any such payments shall not
relieve such Underwriter from any of its obligations under this
Agreement. Roney & Co. represents and warrants that it has been
authorized by each of the other Underwriters to enter into this
Agreement on its behalf and to act for it in the manner herein
provided.

2
<PAGE> 3

2. DELIVERY AND PAYMENT. Delivery by the Company of the Firm
Shares to Roney & Co., for the respective accounts of the Underwriters, and
payment of the purchase price by certified or official bank check payable
in Detroit Clearing House (next day) funds to the Company, shall take place
at the offices of Roney & Co., One Griswold, Detroit, Michigan 48226, at
10:00 a.m., Detroit time, at such time and date, not later than the third
(or, if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under
the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), after
4:30 p.m., Washington, D.C. time, the fourth) full business day following
the first date that any of the Shares are released by the Underwriters for
sale to the public, as Roney & Co. shall designate by at least 48 hours
prior notice to the Company (the "FIRM SHARES CLOSING DATE"); provided,
however, that if the Prospectus (as defined in Section 4 below) is at any
time prior to the Firm Shares Closing Date recirculated to the public, the
Firm Shares Closing Date shall occur upon the later of the third or fourth,
as the case the may be, full business day following the first date that any
of the Shares are released by the Underwriters for sale to the public or
the date that is 48 hours after the date that the Prospectus has been so
recirculated.

To the extent the option with respect to the Optional
Shares is exercised, delivery by the Company of the Optional Shares, and
payment of the purchase price by certified or official bank check payable
in Detroit Clearing House (next day) funds to the Company, shall take place
at the offices of Roney & Co. specified above at the time and on the date
(which may be the Firm Shares Closing Date) specified in the notice
referred to in Section l(c) (such time and date of delivery and payment are
called the "OPTIONAL SHARES CLOSING DATE"). The Firm Shares Closing Date
and the Optional Shares Closing Date are called, individually, a "CLOSING
DATE" and, collectively, the "CLOSING DATES."

Certificates representing the Firm Shares shall be
registered in such names and shall be in such denominations as Roney & Co.
shall request at least two full business days before the Firm Shares
Closing Date or, in the case of the Optional Shares, on the day of notice
of exercise of the option as described in Section l(c), and shall be made
available to Roney & Co. for checking and packaging, at such place as is
designated by Roney & Co., at least one full business day before the
Closing Date.

3. PUBLIC OFFERING. The Company understands that the
Underwriters propose to make a public offering of their respective portions
of the Shares, as set forth in and pursuant to the Prospectus, as soon
after the Effective Date as Roney & Co. deems advisable. The Company
hereby confirms that the Underwriters and dealers have been authorized to
distribute each preliminary prospectus and are authorized to distribute the
Prospectus (as from time to time amended or supplemented).

3
<PAGE> 4

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Underwriters
and agrees with the Underwriters as follows:

(a) The Company has carefully prepared in conformity
with the requirements of the Securities Act of 1933, as amended
(the "SECURITIES ACT") and the rules and regulations adopted by the
Securities and Exchange Commission (the "COMMISSION") thereunder
(the "RULES"), a registration statement on Form SB-2 (No. 33-4113),
including a preliminary prospectus, and has filed with the
Commission the registration statement and such amendments thereof
as may have been required to the date of this Agreement. Copies of
such registration statement (including all amendments thereof) and
of the related preliminary prospectus have heretofore been
delivered by the Company to you. The term "PRELIMINARY PROSPECTUS"
means any preliminary prospectus (as defined in Rule 430 of the
Rules) included at any time as a part of the registration
statement. The registration statement as amended (including any
supplemental registration statement under Rule 462(b) or any
amendment under Rule 462(c) of the Rules) at the time and on the
date it becomes effective (the "EFFECTIVE DATE"), including the
prospectus, financial statements, schedules, exhibits, and all
other documents incorporated by reference therein or filed as a
part thereof, is called the "REGISTRATION STATEMENT;" provided,
however, that "REGISTRATION STATEMENT" shall also include all Rule
430A Information (as defined below) deemed to be included in such
Registration Statement at the time such Registration Statement
becomes effective as provided by Rule 430A of the Rules. The term
"PROSPECTUS" means the Prospectus as filed with the Commission
pursuant to Rule 424(b) of the Rules or, if no filing pursuant to
Rule 424(b) of the Rules is required, means the form of final
prospectus included in the Registration Statement at the time such
Registration Statement becomes effective. The term "RULE 430A
INFORMATION" means information with respect to the Shares and the
offering thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A of the
Rules. Reference made herein to any preliminary prospectus or to
the Prospectus shall be deemed to refer to and include any document
attached as an exhibit thereto or incorporated by reference
therein, as of the date of such preliminary prospectus or the
Prospectus, as the case may be. The Company will not file any
amendment of the Registration Statement or supplement to the
Prospectus to which Roney & Co. shall reasonably object in writing
after being furnished with a copy thereof.

(b) Each preliminary prospectus, at the time of filing
thereof, contained all material statements which were required to
be stated therein in accordance with the Securities Act and the
Rules, and conformed in all material

4
<PAGE> 5

respects with the requirements of the Securities Act and the Rules,
and did not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The
Commission has not issued any order suspending or preventing the
use of any preliminary prospectus. When the Registration Statement
shall become effective, when the Prospectus is first filed pursuant
to Rule 424(b) of the Rules, when any post-effective amendment of
the Registration Statement shall become effective, when any
supplement to or pre-effective amendment of the Prospectus is filed
with the Commission and at each Closing Date, the Registration
Statement and the Prospectus (and any amendment thereof or
supplement thereto) will comply with the applicable provisions of
the Securities Act and the Exchange Act and the respective rules
and regulations of the Commission thereunder, and neither the
Registration Statement nor the Prospectus, nor any amendment
thereof or supplement thereto, will contain any untrue statement of
a material fact or will omit to state any material fact required to
be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading; provided, however, that the Company makes no
representation or warranty as to the information contained in the
Registration Statement or the Prospectus or any amendment thereof
or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by any of the
Underwriters, specifically for use in connection with the
preparation thereof.

(c) All contracts and other documents required to be
filed as exhibits to the Registration Statement have been filed
with the Commission as exhibits to the Registration Statement.

(d) Plante & Moran, LLP, whose report is filed with
the Commission as part of the Registration Statement, are, and
during the periods covered by their report were, independent public
accountants as required by the Securities Act and the Rules.

(e) The Company and its subsidiary, Community Central
Bank, a Michigan banking corporation (the "BANK"), have been duly
organized and are validly existing as a corporation or banking
corporation, as applicable, in good standing under the laws of the
State of Michigan. Neither the Company nor the Bank have any
properties or conduct any business outside of the State of Michigan
which would require either of them to be qualified as a foreign
corporation or bank, as the case may be, in any jurisdiction
outside of Michigan. Neither the Company nor the Bank has any
directly or indirectly held subsidiary other than the Bank. The
Company has all power, authority, authorizations,

5
<PAGE> 6

approvals, consents, orders, licenses, certificates and permits
needed to enter into, deliver and perform this Agreement and to
issue and sell the Shares.

(f) The application for permission to organize the Bank (the
"FIB APPLICATION") was approved by the Commissioner of the
Financial Institutions Bureau for the State of Michigan (the
"COMMISSIONER") on May 9, 1996, pursuant to Order No.
BT-0612-96-02, subject to certain conditions specified in the
Order and supplemental correspondence from the Commissioner dated
the same date. The Order and supplemental correspondence from
the Commissioner are collectively referred to in this Agreement as
the "FIB ORDER." All conditions contained in the FIB Order have
been satisfied except those conditions relating to paid-in capital
of the Bank, approval of the Company as a bank holding company,
maintenance of capital ratios and valuation reserves, the
Certificate of Paid-In Capital and Surplus, and completion of the
Commissioner's preopening investigation. The application to the
Federal Deposit Insurance Corporation (the "FDIC") to become an
insured depository institution under the provisions of the Federal
Deposit Insurance Act (the "FDIC APPLICATION") was approved by
order of the FDIC dated August 6, 1996 (the "FDIC ORDER"),
subject to certain conditions specified in the Order required to
be satisfied before the date of this Agreement. All conditions
contained in the FDIC Order have been satisfied. The Company's
application to become a bank holding company and acquire all
issued capital stock of the Bank (the "BANK HOLDING COMPANY
APPLICATION") under the Bank Holding Company Act of 1956, as
amended, was approved on or before the Effective Date (the
"FEDERAL RESERVE BOARD APPROVAL"), subject to certain conditions
specified in the Federal Reserve Board Approval. All conditions
in the Federal Reserve Board Approval required to be satisfied
before the date of this Agreement have been satisfied. Each of
the FIB Application, FDIC Application, and Bank Holding Company
Application, at the time of their respective filings, contained
all required information and such information was complete and
accurate in all material respects. Other than the remaining
conditions to be fulfilled under the FIB Order, FDIC Order and the
Federal Reserve Board Approval specified above, no authorization,
approval, consent, order, license, certificate or permit of and
from any federal, state, or local governmental or regulatory
official, body, or tribunal, is required for the Company or the
Bank to commence and conduct their respective businesses and own
their respective properties as described in the Prospectus, except
such authorizations, approvals, consents, orders, licenses,
certificates, or permits as are not material to the commencement
or conduct of their respective businesses or to the ownership of
their respective properties.

(g) The financial statements of the Company and any related
notes thereto, included in the Registration Statement and the
Prospectus, present fairly

6
<PAGE> 7

the financial position of the Company as of the date of such
financial statements and for the period covered thereby. Such
statements and any related notes have been prepared in accordance
with generally accepted accounting principals applied on a
consistent basis and certified by the independent accountants named
in subsection 4(d) above. No other financial statements are
required to be included in the Prospectus or the Registration
Statement.

(h) The Company owns adequate and enforceable rights
to use any patents, patent applications, trademarks, trademark
applications, service marks, copyrights, copyright applications and
other similar rights (collectively, "INTANGIBLES") necessary for
the conduct of the material aspects of its business as described in
the Prospectus and the Company has not infringed, is infringing, or
has received any notice of infringement of, any Intangible of any
other person.

(i) The Company has a valid and enforceable leasehold
interest in the real property located at 100 North Main Street,
Mount Clemens, Michigan, which is as described in the Prospectus,
and is free and clear of all liens, encumbrances, claims, security
interests and defects.

(j) There are no litigation or governmental or other
proceedings or investigations pending before any court or before or
by any public body or board or threatened against the Company or
the Bank and to the best of the Company's knowledge, there is no
reasonable basis for any such litigation, proceedings or
investigations, which would have a material adverse effect on
commencement or conduct of the respective businesses of the Company
or the Bank or the ownership of their respective properties.

(k) The Company and Bank have filed all federal,
state, and local tax returns required to be filed by them and paid
all taxes shown due on such returns as well as all other material
taxes, assessments and governmental charges which have become due;
no material deficiency with respect to any such return has been
assessed or proposed.

(l) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus, there has not been any material adverse change in the
condition (financial or other), business, properties or prospects
of the Company.

(m) No default exists, and no event has occurred which
with notice or lapse of time, or both, would constitute a default,
in the due performance and observance of any material term,
covenant or condition, by the Company, the Bank or, to the best of
the Company's knowledge, any other party, of any lease,

7
<PAGE> 8

indenture, mortgage, note or any other agreement or instrument to
which the Company or the Bank is a party or by which either of them
or either of their businesses may be bound or affected, except such
defaults or events as are not material to the commencement or
conduct of their respective businesses or ownership of their
respective properties.

(n) Neither the Company nor the Bank is in violation
of any term or provision of the articles of incorporation or bylaws
of the Company or the Bank. Neither the Company nor the Bank is in
violation of, nor is either of them required to take any action to
avoid any material violation of, any franchise, license, permit,
judgment, decree, order, statute, rule or regulation.

(o) Neither the execution, delivery or performance of
this Agreement by the Company nor the consummation of the
transactions contemplated hereby (including, without limitation,
the issuance and sale by the Company of the Shares) will give rise
to a right to terminate or accelerate the due date of any payment
due under, or conflict with or result in the breach of any term or
provision of, or constitute a default (or an event which with
notice or lapse of time, or both, would constitute a default)
under, or require any consent under, or result in the execution or
imposition of any lien, charge or encumbrance upon any properties
or assets of the Company or the Bank pursuant to the terms of, any
lease, indenture, mortgage, note or other agreement or instrument
to which the Company or the Bank is a party or by which either of
them or either of their businesses may be bound or affected, or any
franchise, license, permit, judgment, decree, order, statute, rule
or regulation or violate any provision of the articles of
incorporation or bylaws of the Company or the Bank, except those
which are immaterial in amount or effect.

(p) The Company has authorized capital stock as set
forth in the Prospectus. One share of Common Stock of the Company
is issued and outstanding, which will be redeemed at or promptly
following the Closing if permitted by applicable law. No shares of
preferred stock are issued and outstanding. The issuance, sale and
delivery of the Shares have been duly authorized by all necessary
corporate action by the Company and, when issued, sold and
delivered against payment therefor pursuant to this Agreement, will
be duly and validly issued, fully paid and nonassessable and none
of them will have been issued in violation of any preemptive or
other right. Upon issuance, sale, and delivery thereof against
payment therefor pursuant to the subscription agreement, all of the
capital stock of the Bank will be duly authorized and validly
issued, fully paid and nonassessable and will be owned by the
Company, free and clear of all liens, encumbrances and security
interests (subject to the provisions of the Michigan Banking Code
of 1969 (the "BANKING CODE"), including, without

8
<PAGE> 9

limitation, Sections 77 and 201 of the Banking Code). There is no
outstanding option, warrant or other right calling for the issuance
of, and no commitment, plan or arrangement to issue, any share of
stock of the Company or the Bank or any security convertible into
or exchangeable for stock of the Company or the Bank, except for
stock options described in the Registration Statement (the "STOCK
OPTIONS") under the 1996 Employee Stock Option Plan and the 1996
Stock Option Plan for Nonemployee Directors (collectively, the
"STOCK OPTION PLANS"). The Common Stock, the Shares and the Stock
Options conform to all statements in relation thereto contained in
the Registration Statement and the Prospectus.

(q) Subsequent to the respective dates as of which
information is given in the Registration Statement and the
Prospectus, neither the Company nor the Bank has (1) issued any
securities or incurred any material liability or obligation, direct
or contingent, (2) entered into any material transaction, or (3)
declared or paid any dividend or made any distribution on any of
their stock, except liabilities, obligations, and transactions
reasonably expected based on the disclosures in the Prospectus, and
redemption of one share of Common Stock for $10 at or promptly
following the Closing if permitted by applicable law.

(r) This Agreement has been duly and validly
authorized, executed and delivered by the Company and is the legal,
valid and binding agreement and obligation of the Company.

(s) The Commission has not issued any order preventing
or suspending the use of any preliminary prospectus.

(t) Neither the Company, nor the Bank, nor, to the
Company's knowledge any director, officer, agent, employee or other
person associated with the Company or the Bank, acting on behalf of
the Company or the Bank, has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful
expense relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or
employee from corporate funds; violated or is in violation of any
provision of the Foreign Corrupt Practices Act of 1977; or made any
bribe, rebate, payoff, influence payment, kickback or other
unlawful payment.

(u) Neither the Company nor the Bank nor any affiliate
of either of them has taken, and they will not take, directly or
indirectly, any action designed to cause or result in, or which has
constituted or which might reasonably be expected to constitute,
the stabilization or manipulation of the price of the shares of the
Common Stock in order to facilitate the sale or resale of any of
the Shares.

9
<PAGE> 10

(v) No transaction has occurred between or among the
Company or the Bank and any of their officers, directors,
organizers or the Company's shareholder or any affiliate or
affiliates of any such officer, director, organizer, or
shareholder, that is required to be described in and is not
described in the Prospectus.

(w) The Company is not and will not after the offering
be an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company
Act of 1940, as amended.

(x) The Company has obtained from all of its executive
officers and directors their written agreement that (i) for a
period of 180 days from the date of the Effective Date, they will
not offer to sell, sell, transfer, contract to sell, or grant any
option for the sale of or otherwise dispose of, directly or
indirectly, any shares of Common Stock of the Company (or any
securities convertible into or exercisable for such shares of
Common Stock), except for (1) the exercise of Stock Options under
the Stock Option Plans or (2) gifts of Common Stock (or other
securities) to a donee or donees who agree in writing to be bound
by this clause, and (ii) for a period of three months from the date
of the Effective Date, they will not sell, transfer, assign,
pledge, or hypothecate any shares of Common Stock acquired under
Paragraph 1(b), above, except with respect to Harold Allmacher who
may resell one share of Common Stock to the Company.

5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The
obligation of the Underwriters to purchase the Shares shall be subject to
the accuracy of the representations and warranties of the Company in this
Agreement as of the date of this Agreement and as of the Firm Shares
Closing Date or Optional Shares Closing Date, as the case may be, to the
accuracy of the statements of Company officers made pursuant to the
provisions of this Agreement, to the performance by the Company of its
obligations under this Agreement, and to the following additional terms and
conditions:

(a) The Registration Statement shall have become
effective not later than 5:00 P.M., Detroit time, on the date of
this Agreement or on such later date and time as shall be consented
to in writing by Roney & Co.; if the filing of the Prospectus, or
any supplement thereto, is required pursuant to Rule 424(b) of the
Rules, the Prospectus shall have been filed in the manner and
within the time period required by Rule 424(b) of the Rules; at
each Closing Date, if any, no stop order shall have been issued or
proceedings therefor initiated or threatened by the Commission; and
any request of the Commission for inclusion of additional
information in the Registration Statement, or otherwise, shall have
been complied with to the reasonable satisfaction of Roney & Co.

10
<PAGE> 11

(b) At each Closing Date, Roney & Co., as
Representative of the Underwriters, shall have received the
favorable opinion of Dickinson, Wright, Moon, Van Dusen & Freeman,
counsel for the Company, dated the Firm Shares Closing Date or the
Optional Shares Closing Date, as the case may be, addressed to the
Underwriters and in form and scope reasonably satisfactory to
counsel for Roney & Co. to the effect that:

(i) Each of the Company and the Bank (A) is a
corporation or banking corporation, as applicable,
existing and in good standing under the laws of the State
of Michigan and (B) is not required to be qualified to do
business in any jurisdiction outside Michigan.

(ii) Each of the Company and the Bank has full
corporate power and authority and all material
authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental bank regulatory
officials and bodies necessary to own its properties and
to commence and conduct its business as described in the
Registration Statement and Prospectus, including, without
limitation, the FIB Order, the FDIC Order and the Federal
Reserve Board Approval, subject to the fulfillment of the
conditions with respect to the FIB Order, the FDIC Order
and the Federal Reserve Board Approval all as described in
Section 4(f) above, except for such authorizations,
approvals, orders, licenses, certificates and permits as
are not material to the ownership of their properties or
commencement or conduct of their businesses;

(iii) The Company has authorized capital stock
as set forth in the Prospectus and, prior to the Closing,
had one share of Common Stock issued and outstanding; the
Shares have been duly and validly authorized and issued
and upon receipt by the Company of payment therefor in
accordance with the terms of this Agreement will be fully
paid and nonassessable and are not and will not be subject
to preemptive rights; the Shares and the other capital
stock and Stock Options of the Company conform in all
material respects to the descriptions thereof contained in
the Registration Statement and the Prospectus;

(iv) To such counsel's knowledge, after due
inquiry, the Company has no directly or indirectly held
subsidiary other than the Bank;

(v) When issued, sold, and delivered against
payment therefor in accordance with the terms of the
subscription agreement, the Company will be the registered
holder of all of the outstanding capital stock of the
Bank, and all such shares of stock so held will be validly
issued and

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<PAGE> 12

outstanding, fully paid and nonassessable and will be
owned free and clear of any liens, encumbrances or other
claims or restrictions whatsoever, subject to the
provisions of the Banking Code, including, without
limitation, Sections 77 and 201 of the Banking Code;

(vi) the certificates evidencing the Shares
are in the form approved by the Board of Directors of the
Company, comply with the bylaws and the articles of
incorporation of the Company, comply as to form and in all
other material respects with applicable legal
requirements;

(vii) this Agreement has been duly and validly
authorized, executed and delivered by the Company, and is
the legal, valid and binding agreement and obligation of
the Company enforceable in accordance with its terms,
except (a) as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting enforcement of
creditors' rights or by general equity principles
(including requirements of reasonableness and good faith
in the exercise of rights and remedies), whether applied
by a court of equity or a court of law in an action at law
or in equity, or by the discretionary mature of specific
performance, injuncture relief, and other equitable
remedies, including the appointment of a receiver, and
(b), with respect to provisions relating to
indemnification and contribution, to the extent they are
held by a court of competent jurisdiction to be void or
unenforceable as against public policy or limited by
applicable laws or the policies embodied in them;

(viii) the Company is conveying to the
respective Underwriters good and valid title to the Shares
that are issued in their names, free and clear of any
adverse claims, except to the extent any respective
Underwriter has notice of any adverse claim;

(ix) to the best of such counsel's knowledge,
after due inquiry, there are (A) no contracts or other
documents which are required to be filed as exhibits to
the Registration Statement other than those filed as
exhibits thereto, (B) no legal or governmental proceedings
pending or threatened against the Company or the Bank, and
(C) no statutes or regulations applicable to the Company
or the Bank, or certificates, permits, grants or other
consents, approvals, orders, licenses or authorizations
from regulatory officials or bodies, which are required to
be obtained or maintained by the Company or the Bank and
which are of a character required to be disclosed in the
Registration Statement and Prospectus which have not been
so disclosed;

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<PAGE> 13

(x) the statements in the Registration
Statement and the Prospectus, insofar as they are
descriptions of corporate documents, stock option plans,
contracts, or agreements or descriptions of laws,
regulations, or regulatory requirements, or refer to
compliance with law or to statements of law or legal
conclusions, are correct in all material respects;

(xi) to the best of such counsel's knowledge,
after due inquiry, the execution, delivery and performance
of this Agreement, the consummation of the transactions
herein contemplated and the compliance with the terms and
provisions hereof by the Company will not give rise to a
right to terminate or accelerate the due date of any
payment due under, or conflict with or result in a breach
of any of the terms or provisions of, or constitute a
default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or require any
consent under, or result in the execution or imposition of
any lien, charge or encumbrance upon any properties or
assets of the Company or the Bank pursuant to the terms
of, any lease, indenture, mortgage, note or other
agreement or instrument to which the Company or the Bank
is a party or by which either of them or either of their
properties or businesses is or may be bound or affected,
nor will such action result in any violation of the
provisions of the articles of incorporation or bylaws of
the Company or the Bank or any statute or any order, rule,
or regulation applicable to the Company or the Bank of any
court or any federal, state, local or other regulatory
authority or other governmental body, the effect of which,
in any such case, would be expected to be materially
adverse to the Company or the Bank;

(xii) to the best of such counsel's knowledge,
after due inquiry, no consent, approval, authorization or
order of any court or governmental agency or body,
domestic or foreign, is required to be obtained by the
Company in connection with the execution and delivery of
this Agreement or the sale of the Shares to the
Underwriters as contemplated by this Agreement, except
those which have been obtained;

(xiii) to the best of such counsel's knowledge,
after due inquiry, (A) neither the Company nor the Bank is
in breach of, or in default (and no event has occurred
which, with notice or lapse of time, or both, would
constitute a default) under, any lease, indenture,
mortgage, note, or other agreement or instrument to which
the Company or the Bank, as the case may be, is a party;
or (B) neither the Company nor the Bank is in violation of
any term or provision of either of their articles of
incorporation or bylaws, or of any franchise, license,
grant, permit,

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<PAGE> 14

judgment, decree, order, statute, rule or regulation; and
(C) neither the Company nor the Bank has received any
notice of conflict with the asserted rights of others in
respect of Intangibles necessary for the commencement or
conduct of its business, the effect of which, in any such
case, would be expected to be materially adverse to the
Company or the Bank;

(xiv) the Registration Statement and the
Prospectus and any amendments or supplements thereto
(other than the financial statements as to which no
opinion need be rendered) comply as to form with the
requirements of the Securities Act and the Rules in all
material respects; and

(xv) the Registration Statement is effective
under the Securities Act, and, to the best of such
counsel's knowledge, after due inquiry, no proceedings for
a stop order are pending or threatened under the
Securities Act.

In rendering the foregoing opinion, such counsel may rely
upon certificates of public officials (as to matters of fact and
law) and officers of the Company (as to matters of fact), and
include qualifications in its opinion as are reasonably acceptable
to Roney & Co. Copies of all such certificates shall be furnished
to counsel to Roney & Co. on the Closing Date.

In addition, such counsel shall state that they have
participated in conferences with officers of the Company and a
representative of the Underwriters at which the contents of the
Registration Statement and Prospectus and related matters were
discussed and although such counsel did not independently verify
the accuracy or completeness of the statements made in the
Registration Statement and Prospectus and does not assume any
responsibility for the accuracy or completeness of the statements
in the Registration Statement and Prospectus, on the basis of the
foregoing, nothing has come to the attention of such counsel that
would lead them to believe that the Registration Statement or
Prospectus, as amended or supplemented, if amended or supplemented,
contains any untrue statement of a material fact or omits a
material fact required to be stated therein or necessary to make
the statements therein not misleading; except that such statement
may exclude financial statements, financial data, and statistical
information included in the Registration Statement and Prospectus.

(c) On or prior to each Closing Date, Roney & Co., as
Representative of the Underwriters, shall have been furnished such
documents, certificates and opinions as they may reasonably require
for the purpose of enabling them to

14
<PAGE> 15

review the matters referred to in subsection (b) of this Section 5,
and in order to evidence the accuracy, completeness or satisfaction
of the representations, warranties or conditions herein contained.

(d) Prior to each Closing Date, (i) there shall have
been no material adverse change in the condition or prospects,
financial or otherwise, of the Company or the Bank; (ii) there
shall have been no material transaction, not in the ordinary course
of business, entered into by the Company or the Bank except as set
forth in the Registration Statement and Prospectus, other than
transactions referred to or contemplated therein or to which Roney
& Co. has given its written consent; (iii) neither the Company nor
the Bank shall be in default (nor shall an event have occurred
which, with notice or lapse of time, or both, would constitute a
default) under any provision of any material agreement,
understanding or instrument relating to any outstanding
indebtedness that is material in amount; (iv) no action, suit or
proceeding, at law or in equity, shall be pending or threatened
against the Company or the Bank before or by any court or Federal,
state or other commission, board or other administrative agency
having jurisdiction over the Company or the Bank, as the case may
be, which is expected to have a material adverse effect on the
Company or the Bank; and (v) no stop order shall have been issued
under the Securities Act and no proceedings therefor shall have
been initiated or be threatened by the Commission.

(e) At each Closing Date, Roney & Co., as
Representative of the Underwriters, shall have received a
certificate signed by the Chairman of the Board and the President
of the Company dated the Firm Shares Closing Date or Optional
Shares Closing Date, as the case may be, to the effect that the
conditions set forth in subsection (d) above have been satisfied
and as to the accuracy, as of the Firm Shares Closing Date or the
Optional Shares Closing Date, as the case may be, of the
representations and warranties of the Company set forth in Section
4 hereof.

(f) At or prior to each Closing Date, Roney & Co., as
Representative of the Underwriters, shall have received a "blue
sky" memorandum of Dickinson, Wright, Moon, Van Dusen & Freeman,
counsel for the Company, addressed to Roney & Co., as
Representative of the Underwriters and in form and scope reasonably
satisfactory to Roney & Co. concerning compliance with the blue sky
or securities laws of the states listed in Exhibit C attached to
this Agreement.

(g) All proceedings taken in connection with the sale
of the Shares as herein contemplated shall be reasonably
satisfactory in form and substance to Roney & Co. and to counsel
for Roney & Co., and Roney & Co. shall have received from counsel
for Roney & Co. a favorable opinion, dated as of each

15
<PAGE> 16

Closing Date, with respect to such of the matters set forth under
Subsections (b) (i), (iii), (vi), (vii), and (xv) of this Section
5, and with respect to such other related matters as Roney & Co.
may reasonably require, if the failure to receive a favorable
opinion with respect to such other related matters would cause
Roney & Co. to deem it inadvisable to proceed with the sale of the
Shares.

(h) There shall have been duly tendered to Roney &
Co., as Representative of the Underwriters, certificates
representing all the Shares agreed to be sold by the Company on the
Firm Shares Closing Date or the Optional Shares Closing Date, as
the case may be.

(i) No order suspending the sale of the Shares prior
to each Closing Date, in any jurisdiction listed in Exhibit C,
shall have been issued on the Firm Shares Closing Date or the
Optional Shares Closing Date, as the case may be, and no
proceedings for that purpose shall have been instituted or, to
Roney & Co.'s knowledge or that of the Company, shall be
contemplated.

(j) The NASD, upon review of the terms of the public
offering of the Shares, shall not have objected to the
Underwriters' participation in the same.

If any condition to the Underwriters' obligations
hereunder to be fulfilled prior to or at the Firm Shares Closing Date or
the Optional Shares Closing Date, as the case may be, is not so fulfilled,
Roney & Co., as Representative of the Underwriters, may terminate this
Agreement pursuant to Section 9(c) hereof or, if Roney & Co., as
Representative of the Underwriters, so elects, waive any such conditions
which have not been fulfilled or extend the time of their fulfillment.

6. COVENANTS.

The Company covenants and agrees that it will:

(a) Use its best efforts to cause the Registration
Statement to become effective and will notify Roney & Co.
immediately, and confirm the notice in writing, (i) when the
Registration Statement and any post-effective amendment thereto
becomes effective, (ii) of the issuance by the Commission of any
stop order or of the initiation, or the threatening, of any
proceedings for that purpose and (iii) of the receipt of any
comments from the Commission. The Company will make every
reasonable effort to prevent the issuance of a stop order, and, if
the Commission shall enter a stop order at any time, the Company
will make every reasonable effort to obtain the lifting of such
order at the earliest possible moment.

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<PAGE> 17

(b) During the time when a prospectus is required to
be delivered under the Securities Act, comply so far as it is able
with all requirements imposed upon it by the Securities Act, as now
and hereafter amended, and by the Rules, as from time to time in
force, so far as necessary to permit the continuance of sales of or
dealings in the Shares. If at any time when a prospectus relating
to the Shares is required to be delivered under the Securities Act
any event shall have occurred as a result of which, in the
reasonable opinion of counsel for the Company or counsel for Roney
& Co., the Registration Statement or Prospectus as then amended or
supplemented includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it
is necessary at any time to amend or supplement the Registration
Statement or Prospectus to comply with the Securities Act, the
Company will notify Roney & Co. promptly and prepare and file with
the Commission an appropriate amendment or supplement in form
satisfactory to Roney & Co. The cost of preparing, filing and
delivering copies of such amendment or supplement shall be paid by
the Company.

(c) Deliver to the Underwriters such number of copies
of each preliminary prospectus as may reasonably be requested by
Roney & Co., as Representative of the Underwriters, and, as soon as
the Registration Statement, or any amendment or supplement thereto,
becomes effective, deliver to each Underwriter three signed copies
of the Registration Statement, including exhibits, and all
post-effective amendments thereto and deliver to the Underwriters
such number of copies of the Prospectus, the Registration Statement
and supplements and amendments thereto, if any, without exhibits,
as Roney & Co., as Representative of the Underwriters, may
reasonably request.

(d) Endeavor in good faith, in cooperation with Roney
& Co. and its counsel, at or prior to the time the Registration
Statement becomes effective, to qualify the Shares for offering and
sale under the securities laws relating to the offering or sale of
the Shares of the states listed in Exhibit C. In each jurisdiction
where such qualification shall be effected, the Company will,
unless Roney & Co. agrees that such action is not at the time
necessary or advisable, file and make such statements or reports at
such times as are or may reasonably be required by the laws of such
jurisdiction. The Company will advise Roney & Co. promptly of the
suspension of the qualification of the Shares for offering, sale or
trading in any jurisdiction, or any initiation or threat of any
proceeding for such purpose, and in the event of the issuance of
any order suspending such qualification, the Company, with the
cooperation of Roney & Co., will use all reasonable efforts to
obtain the withdrawal thereof.

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<PAGE> 18

(e) Furnish its security holders as soon as
practicable an earnings statement (which need not be certified by
independent certified public accountants unless required by the
Securities Act or the Rules) covering a period of at least twelve
months beginning after the effective date of the Registration
Statement, which shall satisfy the provisions of Section 11(a) of
the Securities Act and the Rules thereunder.

(f) For a period of five years from the Effective
Date, furnish to its shareholders annual audited and quarterly
unaudited consolidated financial statements with respect to the
Company including balance sheets and income statements.

(g) For a period of five years from the Effective
Date, furnish to Roney & Co. and, upon request of Roney & Co., to
each of the other Underwriters, the following:

(i) at the time they have been sent to
shareholders of the Company or filed with the Commission
three copies of each annual, quarterly, interim, or
current financial and other report or communication sent
by the Company to its shareholders or filed with the
Commission;

(ii) as soon as practicable, three copies of
every press release and every material news item and
article in respect of the Company or the affairs of the
Company which was released by the Company;

(iii) all other information reasonably
requested by Roney & Co. with respect to the Company to
comply with Rule 15c2-11 of the Rules and Section 4 of
Schedule H of the NASD By-Laws; and

(iv) such additional documents and information
with respect to the Company and its affairs as Roney & Co.
may from time to time reasonably request.

(h) Acquire all of the Bank's outstanding capital
stock, free and clear of all liens, encumbrances, or other claims
or restrictions whatsoever, for not less than $7,500,000 from the
proceeds of the offering and, in all other material respects, apply
the net proceeds from the offering in the manner set forth under
"Use of Proceeds" in the Prospectus.

(i) Not file any amendment or supplement to the
Registration Statement or Prospectus after the effective date of
the Registration Statement to

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<PAGE> 19

which Roney & Co. shall reasonably object in writing after being
furnished a copy thereof.

(j) Timely file with the Commission reports on Form SR
(if applicable) containing the information required by that Form in
accordance with the provisions of Rule 463 of the Regulation under
the Act.

(k) Comply with all registration, filing and reporting
requirements of the Securities Act or the Exchange Act, which may
from time to time be applicable to the Company.

(l) Cause the proper submission of the Certificate of
Paid In Capital and Surplus, give advance written notice to the
Commissioner of the Bank's projected opening date, and in all other
respects use reasonable efforts to comply with the requirements of,
and satisfy the conditions of, the FIB Order, the FDIC Order and
the Federal Reserve Board Approval, which are required to be
complied with prior to the Bank commencing the business of banking;
provided, however, that it shall not be a breach of this Section
6(l) for the Company or the Bank to fail to maintain any specified
level of capital, surplus, capital ratio, valuation reserve or
financial or operating performance after the Bank has commenced the
business of banking or to fail to satisfy any such requirement or
condition if such failure is waived or performance of such
requirement or condition is accepted as sufficient by the FIB, the
FDIC, and/or the Federal Reserve Board, as applicable.

(m) Pay, or reimburse if paid by the Underwriters,
whether or not the transactions contemplated hereby are consummated
or this Agreement is terminated, all costs and expenses incident to
the performance of the obligations of the Company under this
Agreement, including those relating to (1) the preparation,
printing, filing and delivery of the Registration Statement,
including all exhibits thereto, each preliminary prospectus, the
Prospectus, all amendments of and supplements to the Registration
Statement and the Prospectus, and the printing of the Underwriting
Agreement and related agreements including, without limitation, the
Dealer Agreement and Agreement Among Underwriters, (2) the issuance
of the Shares and the preparation and delivery of certificates for
the Shares to the Underwriters, (3) the registration or
qualification of the Shares for offer and sale under the securities
or "blue sky" laws of the various jurisdictions referred to in
Exhibit C, including the fees and disbursements of counsel in
connection with such registration and qualification and the
preparation and printing of preliminary, supplemental, and final
blue sky memoranda, (4) the furnishing (including costs of shipping
and mailing) to the Underwriters of copies of each preliminary
prospectus, the Prospectus and all amendments of or

19
<PAGE> 20

supplements to the Prospectus, and of the several documents
required by this Section to be so furnished, (5) the filing
requirements and fees of the NASD in connection with its review of
the terms of the public offering and the underwriting, (6) the
furnishing (including costs of shipping and mailing) of copies of
all reports and information required by Section 6(g), (7) all
transfer taxes, if any, with respect to the sale and delivery of
the Shares by the Company to the Underwriters, (8) the inclusion of
the Shares on the OTC Bulletin Board; and (9) the Underwriters'
out-of-pocket expenses, including without limitation, road show
expenses and legal fees of counsel to Roney & Co. (such
out-of-pocket expenses and legal fees payable by the Company shall
not exceed $20,000). Upon a successful completion of the offering,
the Underwriters will credit the out-of-pocket and legal fee
reimbursement described in Section 6(m)(9) against the underwriting
discount.

(n) Not, without the prior written consent of Roney &
Co., sell, contract to sell or grant any option for the sale of or
otherwise dispose of, directly or indirectly, or register with the
Commission, any shares of Common Stock of the Company (or any
securities convertible into or exercisable for such shares of
Common Stock) within 180 days after the date of the Prospectus,
except as provided in this Agreement and except for grants and
exercises of Stock Options under the Stock Option Plans as
described in the Prospectus.

(o) For not less than 3 fiscal years after the
Effective Date, unless Roney & Co. shall otherwise consent in
writing, (i) timely file with the Commission all reports required
by Section 15(d) of the Exchange Act and not seek suspension of the
duty to file such reports; and (ii) not less frequently than
annually prepare a proxy statement and annual report which conform
substantially to the requirements of Commission Regulation 14A and
distribute such proxy statement and annual report to record and
beneficial owners substantially in the manner which would be
required by Commission Regulation 14A if applicable.

(p) Use its best efforts to cause itself and the Bank
to commence their businesses as described in the Prospectus not
later than December 31, 1996.

7. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls each
Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all losses,
claims, damages and liabilities, joint or several (including any
reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action,
suit or

20
<PAGE> 21

proceeding or any claim asserted), to which they may become subject
under the Securities Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of
or are based upon any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus, the
Registration Statement or the Prospectus or any amendment thereof
or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that such indemnity
shall not inure to the benefit of the Underwriters (or any person
controlling the Underwriters) on account of any losses, claims,
damages or liabilities arising from the sale of the Shares in the
public offering to any person by the Underwriters if such untrue
statement or omission or alleged untrue statement or omission was
made in such preliminary prospectus, the Registration Statement or
the Prospectus, or such amendment or supplement, in reliance upon
and in conformity with information furnished in writing to the
Company by or on behalf of the Underwriters specifically for use
therein. The Company shall not be liable hereunder to an
Underwriter (or any controlling person thereof) to the extent that
any loss, claim, damage or other liability incurred by the
Underwriter arises from the Underwriter's fraudulent act or
omission.

(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, each director of the Company and
each officer of the Company who signs the Registration Statement,
to the same extent as the foregoing indemnity from the Company to
the Underwriters, but only insofar as such losses, claims, damages
or liabilities arise out of or are based upon any untrue statement
or omission or alleged untrue statement or omission which was made
in any preliminary prospectus, the Registration Statement or the
Prospectus, or any amendment thereof or supplement thereto, in
reliance upon and in conformity with information furnished in
writing to the Company by any of the Underwriters specifically for
use therein; provided, however, that the obligation of each
Underwriter to indemnify the Company (including any controlling
person, director or officer thereof) hereunder shall be limited to
the total price at which the Shares purchased by that Underwriter
hereunder were offered to the public. The Underwriters shall not
be liable hereunder to the Company (including any controlling
person, director or officer thereof) to the extent that any loss,
claim, damage or other liability incurred by the Company arises
from a fraudulent act or omission by the Company.

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<PAGE> 22

(c) Any party that proposes to assert the right to be
indemnified under this Section will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section, notify each such
indemnifying party of the commencement of such action, suit or
proceeding, enclosing a copy of all papers served, but the omission
so to notify such indemnifying party of any such action, suit or
proceeding shall not relieve it from any liability that it may have
to any indemnified party otherwise than under this Section. In
case any such action, suit or proceeding shall be brought against
any indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled
to participate in, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense
thereof and the approval by the indemnified party of such counsel,
the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses, except as provided below and
except for the reasonable costs of investigation subsequently
incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its
counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless
(1) the employment of counsel by such indemnified party has been
authorized in writing by the indemnifying parties, (2) the
indemnified party shall have reasonably concluded that, because of
the existence of different or additional defenses available to the
indemnified party or of other reasons, there may be a conflict of
interest between the indemnifying parties and the indemnified party
in the conduct of the defense of such action (in which case the
indemnifying parties shall not have the right to direct the defense
of such action on behalf of the indemnified party) or that, under
the circumstances, it is otherwise appropriate, or (3) the
indemnifying parties shall not have employed counsel to assume the
defense of such action within a reasonable time after notice of the
commencement thereof, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying parties. An
indemnifying party shall not be liable for any settlement of any
action, suit, proceeding or claims effected without its written
consent.

8. CONTRIBUTION. In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in
Section 7(a) or 7(b) is due in accordance with its terms but for any reason
is held to be unavailable, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and liabilities
(including any investigation, legal and other expenses reasonably incurred
in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claims asserted, but after

22
<PAGE> 23

deducting any contribution received from other persons), to which the
Company and the Underwriters may be subject, in such proportion so that the
Underwriters are responsible for that portion represented by the percentage
that the underwriting discount appearing on the front cover page of the
Prospectus bears to the public offering price appearing thereon and the
Company is responsible for the balance; provided, however, that (a) in no
case shall the Underwriters be responsible for any amount in excess of the
underwriting discount applicable to the Shares purchased by the
Underwriters hereunder and (b) no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section, each
person, if any, who controls the Underwriters within the meaning of the
Securities Act or the Exchange Act shall have the same rights to
contribution as the Underwriters, and each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to contribution as
the Company, subject in each case to clauses (a) and (b) of this Section.
Any party entitled to contribution will, promptly after receipt of notice
of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party
or parties under this Section, notify such party or parties from whom
contribution may be sought, but the omission so to notify such party or
parties from whom contribution may be sought shall not relieve the party or
parties from whom contribution may be sought from any other obligation it
or they may have hereunder or otherwise than under this Section. No party
shall be liable for contribution with respect to any action, suit,
proceeding or claim settled without its written consent.

In any proceeding relating to the Registration Statement,
any preliminary prospectus, the Prospectus or any supplement thereto or
amendment thereof, each party against whom contribution may be sought under
this Section 8 hereby consents to the jurisdiction of any court in
Michigan, agrees that process issuing from such court may be served upon
him or it by any other contributing party and consents to the service of
such process and agrees that any other contributing party may join him or
it as an additional defendant in any such proceeding in which such other
contributing party is a party.

9. TERMINATION. This Agreement may be terminated by Roney &
Co. by notifying the Company at any time:

(a) before the earliest of (1) 11:00 a.m., Detroit
time, on the business day following the Effective Date, (2) the
time of release by Roney & Co. for publication of the first
newspaper advertisement with respect to the Shares and (3) the time
when the Shares are first generally offered by the Underwriters to
dealers by letter or telegram;

23
<PAGE> 24

(b) at or before any Closing Date if, in the judgment
of Roney & Co., payment for and delivery of the Shares is rendered
impracticable or inadvisable because (1) additional material
governmental restrictions, not known to be in force and effect when
this Agreement is signed, shall have been imposed upon trading in
securities generally or minimum or maximum prices shall have been
generally established on the New York Stock Exchange, on the
American Stock Exchange or on the over-the-counter market, or
trading in securities generally shall have been suspended on either
such Exchange or on the over-the-counter market or a general
banking moratorium shall have been established by federal, New York
or Michigan authorities, (2) a war or other calamity shall have
occurred or shall have accelerated to such an extent as to affect
adversely the marketability of the Shares, (3) the Company or the
Bank shall have sustained a material loss by fire, flood, accident,
hurricane, earthquake, theft, sabotage or other calamity or
malicious act, which, whether or not said loss shall have been
insured, will in Roney & Co.'s opinion, make it inadvisable to
proceed with the offering of the Shares, (4) the FIB Order, the
FDIC Order, or the Federal Reserve Board Approval shall have been
withdrawn or materially altered, or notice shall have been received
to the effect that any of such approvals will not be received, or,
if received, will be subject to conditions that the Company would
not be able to fulfill in a reasonable time in Roney & Co.'s
reasonable opinion, (5) in Roney & Co.'s reasonable opinion it is
not probable that the Company and Bank will be able to commence
business before December 31, 1996, for any reason, or (6) there
shall have been such material change in the condition, business
operations or prospects of the Company or the market for the Shares
or similar securities as in Roney & Co.'s judgment would make it
inadvisable to proceed with the offering of the Shares; or

(c) at or before any Closing Date, if any of the
conditions specified in Section 5 or any other agreements,
representations or warranties of the Company in this Agreement
shall not have been fulfilled when and as required by this
Agreement.

If this Agreement is terminated pursuant to any of its provisions, except
as otherwise provided in this Agreement, the Company shall not be under any
liability to the Underwriters (other than for obligations assumed in
Section 6 hereof), and the Underwriters shall not be under any liability to
the Company; provided, however, that if this Agreement is terminated by
Roney & Co. because of any failure, refusal or inability on the part of the
Company to comply with the terms or to fulfill any of the conditions of
this Agreement, or for any reasons provided in subparagraphs (b) (other
than (b)(6) and (c) above, the Company will reimburse the Underwriters for
all accountable out-of-pocket expenses (including, without limitation, road
show expenses and fees and disbursements of counsel to Roney & Co.) up to a
maximum of $35,000 (including the $15,000 advance described below) incurred
by them in connection with the

24
<PAGE> 25

proposed purchase and sale of the Shares or in contemplation of performing
their obligations hereunder. The Underwriters acknowledge receipt of a
$15,000 advance from the Company. If this Agreement is terminated for any
reason, the Underwriters shall be entitled to retain such advance as
reimbursement for their accountable out-of-pocket expenses; provided,
however, in the event that the accountable out-of-pocket expenses to be
reimbursed under this paragraph are less than $15,000, the Underwriters
shall pay such difference to the Company. If this Agreement is not
terminated, the $15,000 shall be credited at closing against the
underwriting discount.

10. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement
shall be deemed to be representations, warranties and agreements at the
Closing Dates, and such representations, warranties and agreements of the
Company, including, without limitation, the payment and reimbursement
agreements contained in Section 6 hereof and the indemnity and contribution
agreements contained in Sections 7 and 8 hereof, shall remain operative and
in full force and effect regardless of any investigation made by or on
behalf of the Underwriters or any controlling person and shall survive
termination of this Agreement and/or delivery of the Shares to and payment
for the Shares by the Underwriters pursuant to this Agreement. In
addition, the covenants contained in Section 6 hereof, the agreements
contained in this Section 10 and in Sections 7, 8 and 9 shall survive
termination of this Agreement and/or delivery of the Shares to and payment
for the Shares by the Underwriters pursuant to this Agreement.

11. MISCELLANEOUS. This Agreement has been and is made for
the benefit of the Underwriters, the Company and their respective
successors and assigns, and, to the extent expressed herein, for the
benefit of persons controlling the Underwriters or the Company, and
directors and certain officers of the Company, and their respective
successors and assigns, and no other person, partnership, association or
corporation shall acquire or have any right under or by virtue of this
Agreement. The term "SUCCESSORS AND ASSIGNS" shall not include any
purchaser of Shares from the Underwriters merely because of such purchase.

If any action or proceeding shall be brought by any
Underwriter or the Company in order to enforce any right or remedy under
this Agreement, the Underwriters and the Company hereby consent to, and
agree that they will submit to, the jurisdiction of the courts of the State
of Michigan and of any Federal court sitting in the State of Michigan.

All notices and communications hereunder shall be in
writing and mailed or delivered or by telephone or telegraph if
subsequently confirmed in writing, to the Underwriters, c/o Roney & Co., at
One Griswold, Detroit, Michigan 48226 (facsimile No. (313) 963-2303) (with
a copy to Gordon R. Lewis, Warner Norcross & Judd LLP, 900 Old Kent
Building, 111 Lyon Street, N.W., Grand Rapids, Michigan 49503 (facsimile
No. (616) 752-2500)); and to the Company at 100 North Main Street, Mount
Clemens, Michigan 48043, Attention: Harold W. Allmacher, Chairman of the
Board and Chief Executive Officer (facsimile No. (810) 465-9501)

25
<PAGE> 26

(with a copy to Jerome M. Schwartz, Dickinson, Wright, Moon, Van Dusen &
Freeman, 500 Woodward Avenue, Suite 4000, Detroit, Michigan 48226
(facsimile No. (313) 223-3598)).

This Agreement shall be construed in accordance with the
laws of the State of Michigan, without giving effect to principles of
conflicts of laws.

Please confirm that the foregoing correctly sets forth the
agreement between us.

Very truly yours,

COMMUNITY CENTRAL BANK CORPORATION

By:
-----------------------------------
Harold W. Allmacher
Its: Chairman of the Board and
Chief Executive Officer
Confirmed by Roney & Co.,
as Representative for, and on
behalf of, the Underwriters
named on Exhibit A:

RONEY & CO. L.L.C.

By:
---------------------------------
John C. Donnelly
Director, Corporate Finance

26
<PAGE> 27

EXHIBIT A

<TABLE>
<CAPTION>
Number of Firm Shares
Name of Underwriter to be Purchased
- ------------------- ---------------
<S> <C>
Roney & Co. ..........................................

</TABLE>

<PAGE> 28

EXHIBIT B

<TABLE>
<CAPTION>
Number Relationship
of of Person
Name Shares to the Company
---- ------ --------------
<S> <C> <C>
Harold W. Allmacher 25,000 Chairman, CEO & Director
Gebran S. Anton 25,000 Director
Joseph Catenacci 25,000 Director
Raymond Contesti 15,000 Director
Salvatore Cottone 25,000 Director
Celestina Giles 3,000 Corporate Secretary & Director
Joseph F. Jeannette 25,000 Director
Philip E. Greco 5,000 Director
Bobby L. Hill 10,000 Director
Richard J. Miller 10,000 President, Treasurer & Director
Dean S. Petitpren 25,000 Director
Carole L. Schwartz 25,000 Director

</TABLE>

<PAGE> 29

EXHIBIT C

States

Michigan
Florida
Illinois
Indiana
New Jersey
New York
Ohio

<PAGE> 1
EXHIBIT (10.4)

DATA PROCESSING SERVICES AGREEMENT

THIS DATA PROCESSING SERVICES AGREEMENT is made as of this 5th day of
June 1996 (the "Agreement") by and between M&I Data Services, a division of the
Marshall & Ilsley Corporation, a Wisconsin corporation ("M&I") and Community
Central Bank, a Michigan corporation, together with its parent company
(collectively referred to as the "Customer").

RECITALS

WHEREAS, M&I provides data processing services to customers located
across the country; and

WHEREAS, M&I desires to provide data processing services to Customer,
and Customer desires to have M&I provide it with such services.

NOW, THEREFORE, in consideration of the recitals and for the good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. SERVICES. M&I shall provide Customer with the data processing
services requested by Customer utilizing the version of the banking system
software made available from time to time by M&I through the M&I Service Bureau
(the "Services"). The functionality of the software and a further description
of the Services is set forth in the User Manuals, copies of which will be
provided, or made available, to Customer. Customer shall purchase the data
processing services indicated on Exhibit A from M&I. Unless otherwise agreed
in writing between M&I and Customer, and subject to the other provisions of the
Agreement, M&I shall make the On-line Services available to Customer, subject
to normal downtime and maintenance, at times indicated on the M&I On-line
Availability Schedule, as modified from time to time.

2. FEES AND TAXES. Customer agrees to pay for the Services
received hereunder as follows:

a. Amount of Fees. Commencing on the Conversion Date
(as defined in Section 3) and on the first day of each month thereafter through
the end of the term of this Agreement, Customer shall pay M&I a minimum monthly
fee according to the special provisions contained in Exhibit B. Customer shall
also pay M&I an additional use fee each month where M&I charges for the
Services actually used by Customer during the applicable month are greater than
the Minimum Monthly Fee. M&I shall compute the Customer's actual usage charges
based on M&I's then-current standard published prices, and any amounts due M&I
in excess of the Minimum Monthly Fee shall be paid by Customer (the "Additional
Use Fee"). Customer also agrees to pay all communication costs,
telecommunication charges, printline charges and other output costs, start-up
fees, pass-through charges, out-of-pocket expenses, conversion expenses and
fees, workshop fees, training fees, and late fees or charges billed as
miscellaneous on Customer's invoice (the "Miscellaneous Fees"). The M&I
standard published prices as of the date of this Agreement are set forth on the
fee schedule attached as Exhibit C.

1
<PAGE> 2

b. Discount. When the charges for Customer's actual
usage of Services exceeds the Minimum Monthly Fee, Customer shall receive a
fifteen percent (15%) discount on Services (excluding MICARD, MICASH, EFT,
Trust, and Backroom and Item Processing Services) excluding communication
costs, telecommunication charges, printline charges and other output costs,
start-up fees, pass-through charges, out-of-pocket expenses, conversion
expenses and fees, workshop fees, training fees, late fees, or charges billed
as Miscellaneous on the Customer's invoice. The discount shall be in effect
for the term of the Agreement.

c. Additional Charges. In addition to the charges
described above or set forth in Exhibit C, Customer agrees to pay for any
manufacturers, sales, use, excise, personal property, or any other tax or
charge, or duty or assessment levied or assessed by any governmental authority
upon or as a result of the execution or performance of any service pursuant to
this Agreement or materials furnished with respect to the Agreement, except
those taxes based on M&I's net income.

d. Terms of Payment. Customer shall pay the Minimum
Monthly Fee on the first day of the month in which the Services are to be
performed, and shall pay the Additional Use Fee and any Miscellaneous Fees
within ten (10) days of the date such amounts are invoiced to Customer. Any
other amounts due hereunder shall be paid within thirty (30) days of invoice,
unless otherwise provided herein. Commencing six (6) months after the
Conversion Date, to effect the payment, Customer hereby authorizes M&I to
initiate debit entries from and, if necessary, initiate credit entries and
adjustments to Customer's account at the depository designated in the ACH
Authorization Agreement. Debit entries for the Minimum Monthly Fee will be
made on the first day of each month for which Services will be rendered under
the Agreement. In the event that a payment day is a nonbusiness day, entries
will be made on the first preceding business day. Customer shall authorize, on
the attached ACH Authorization Agreement, debits from and credits to its
account for payment for Services received under the Agreement. The Customer
shall also pay any collection fees and reasonable attorneys' fees incurred by
M&I in collecting payment of the charges and any other amounts for which
Customer is liable under the terms and conditions of this Agreement.

e. Modification of Terms and Pricing. If Customer is in
default and M&I elects to continue to perform the Services, or if the
Customer's tangible capital or reserve requirements computed in accordance with
applicable federal regulations for itself or any of its affiliates receiving
Services hereunder are less than the required regulatory minimums, Customer
agrees to pay M&I all unamortized conversion expenses in advance of M&I
performing any additional Services. In addition, Customer agrees that all
charges for Services shall be computed using one hundred ten percent (110%) of
M&I's then-current standard published prices, paid in advance as determined by
M&I. At M&I's option, such Services shall be provided on a month-to-month
basis.

3. TERM.

a. Initial Term. This Agreement shall be effective upon
execution by both parties, and both parties will promptly undertake the
conversion activities necessary to process Customer's data. M&I currently
anticipates, subject to Customer's timely and satisfactory completion of its
responsibilities described in the M&I Conversion Manual and in the Conversion
Schedule to be established by M&I,

2
<PAGE> 3

and agreed to by Customer, that all conversion activities will be completed on
August 30, 1996 (the "Conversion Date"). The term of this Agreement shall
continue for a period of ninety-six (96) months from the Conversion Date.

b. Renewal Obligations. During any renewal term, or for
any Services provided after the end of the initial term, whether or not the
Agreement is renewed, Customer agrees that the terms of this Agreement shall
continue to apply, except that all charges for Services shall be computed using
one hundred ten percent (110%) of M&I's then-current standard published prices
paid in advance as determined by M&I. At M&I's option, such Services shall be
provided by M&I on a month-to-month basis.

4. AFFILIATES. All processing for Customer and Customer's
subsidiaries and affiliates which M&I does shall be included as part of the
Services provided under this Agreement and shall be done in accordance with the
terms and conditions of this Agreement. Customer agrees that it is responsible
for assuring compliance with the Agreement by its affiliates and subsidiaries.
Customer agrees to be responsible for the submission of its affiliates' data to
M&I for processing and for the transmission to Customer's affiliates of such
data processed by and received from M&I. Customer agrees to pay any and all
fees owed under this Agreement for Services hereunder.

5. CONFIDENTIALITY AND OWNERSHIP. Both parties will, to the
extent and in accordance with their policies used to protect their own
information of similar importance, use their best efforts to refrain from and
prevent the use of or disclosure of any confidential information of the other
party, disclosed or obtained by such party while performing its obligations
under this Agreement, except when such use or disclosure is for the purpose of
providing the Services. Neither party will have an obligation of
confidentiality with regard to any information insofar as the same: (1) was
known to such party prior to disclosure; (2) is or becomes publicly available
other than as a result of a breach of this Agreement; or (3) is disclosed to
such party by a third party not subject to an obligation of confidentiality.
Nor shall the obligation of confidentiality occur where disclosure is made
pursuant to: (1) any law of the United States or any state thereof; (2) the
order of any court or governmental agency; or (3) the rules and regulations of
any governmental agency.

Customer may reproduce and distribute any or all M&I's
documentation, including User Manuals, solely for its own internal use.
Customer recognizes, however, that such documentation may be copyrighted,
trademarked, patented, or otherwise protected by M&I. Customer will not
undertake to reproduce for distribution or distribute such documentation to any
other third party. Any modifications made to such documentation by Customer
for the purpose of customization are acknowledged to be solely at the risk of
Customer, and M&I shall not be liable to Customer for any inaccuracies arising
therefrom. The distribution of modified documentation is subject to the same
restrictions and shall further contain an acknowledgement of M&I's copyright
and other protected proprietary interests in such documentation.

6. PROGRAMMING. M&I reserves the right to determine the
programming (whether hardware or software) utilized with the equipment used in
fulfilling its duties under this Agreement. All programs (including ideas and
know-how and concepts) developed by M&I are and remain its sole property.

3
<PAGE> 4

7. EQUIPMENT. Customer shall obtain and maintain at its own
expense such data processing and communications equipment as may be necessary
or appropriate to facilitate the proper use and receipt of the Services.
Customer shall pay all installation, monthly, and other charges relating to the
installation and use of communications lines in connection with the Services.
M&I shall not be responsible for the reliability monitoring or continued
availability of the communications lines used by Customer in accessing the
Services.

8. SUPPLIES. Customer shall pay for all supplies used in
connection with the Services. All forms, supplies, or materials used in
processing Customer's items and input data shall meet M&I's specifications.

9. SYSTEMS MODIFICATION; AMENDMENT OF SERVICES. M&I may modify,
amend, enhance, update, or provide the appropriate replacement for any of the
Services, the software used to provide the Services, or any element of its
systems at any time to: (a) improve the Services or (b) facilitate the
continued economic provisions of the Service. M&I may, at any time, withdraw
any of the Services upon providing one hundred eighty (180) days' prior written
notice to Customer. M&I may also terminate any of the Services immediately
upon any regulatory, legislative, or judicial determination that providing such
Services is inconsistent with applicable law or regulation or upon imposition
by any such authority of restrictions or conditions which would detract from
the economic or other benefits to M&I or Customer to any element of the
Services.

10. DISASTER RECOVERY. M&I maintains, and shall continue to
maintain throughout the term of this Agreement, off-site disaster recovery
capabilities which permit M&I to recover from a disaster and continue providing
Services to Customers within a commercially reasonable period. An executive
summary of the current disaster recovery plan, which may change from time to
time, is available upon request from M&I at no charge. M&I shall test the
operation and effectiveness of its disaster recovery plan at least annually.
M&I maintains, and shall continue to maintain throughout the term of this
Agreement, a backup power supply system to guard against electrical outages.

11. EVENTS OF DEFAULT. It shall be an Event of Default on the
part of the Customer if: (a) Customer is insolvent, or a receiver or
conservator shall be appointed with respect to the Customer; or (b) Customer
shall fail to pay any sum due M&I within the prescribed time; or (c) if the
Customer shall fail to perform any of its other covenants or obligations under
this Agreement. It shall be an Event of Default on the part of M&I if M&I
shall fail to perform any of its obligations under this Agreement where the
failure of M&I to perform has a material adverse impact on Customer and is
material to the provision of the Services. The defaulting party shall have ten
(10) days from the date of receipt of written notice from the nondefaulting
party of nonpayment or nonperformance to cure such an Event of Default, before
the nondefaulting party may exercise any remedies it may have as a result of
the Event of Default.

12. REMEDIES UPON DEFAULT; LIMITATION OF LIABILITIES. If an Event
of Default occurs on the part of the Customer, and is not cured within the ten
(10) day period prescribed in Section 11, M&I may (a) terminate this Agreement;
(b) terminate access to its central processing unit by the Customer; and (c)
declare all amounts payable under this Agreement to be immediately due and
payable and file

4
<PAGE> 5

suit for or otherwise obtain payment from the Customer of any fees or other
sums due it pursuant to this Agreement, plus any actual damages to its
equipment or systems caused by the Customer's actions, failures to act,
equipment, systems, or communication facilities, plus any profits lost because
of the Customer's default. If an Event of Default occurs on the part of M&I,
and is not cured within the ten (10) day period prescribed in Section 11, the
Customer may only: (a) terminate this Agreement and (b) file suit or otherwise
obtain payment of an aggregate amount of fees paid by the Customer to M&I
hereunder during the three (3) months immediately preceding the Event of
Default. Either party may also seek equitable remedies, including, without
limitation, specific performance and injunctive relief, for a breach of Section
5 of this Agreement. M&I and the Customer agree that these damage provisions
are reasonable in light of all present predictable circumstances (including
expectable actual damages in that the fees to be charged by M&I hereunder do
not include amounts sufficient to insure against greater claims). M&I and
Customer expressly waive all claims for additional, incidental, consequential,
compensatory, or punitive damages and agree that the remedies set forth in this
Agreement shall be the sole and exclusive remedies of the parties. No lawsuit
or other action may be brought by either party hereto or on any claim or
controversy based upon or arising in any way out of this Agreement after one
(1) year from the date of the occurrence allegedly giving rise to the action,
except for nonpayment of sums due to M&I by Customer. M&I agrees that except
in the case of an Event of Default relating to a breach by the Customer of its
confidentiality obligations under Section 5 of this Agreement, M&I will not
exercise its remedy to terminate Customer's access to the M&I central
processing unit so long as: (a) Customer is current in the payment of all
amounts due M&I as reflected on M&I's last invoice to Customer; and (b) only
exercise such remedy after providing Customer with sixty (60) days' prior
written notice.

13. TERMINATION.

a. End of Initial Term. This Agreement shall
automatically be extended at the end of the initial ninety-six (96) month term
for an additional twelve (12) month renewal term, unless the Customer gives M&I
at least one hundred eighty (180) days' prior written notice of its intent to
terminate, which notice may be given during the initial term of the Agreement.

b. Renewal Term. During the renewal term, this
Agreement shall be automatically extended for an additional one (1) month on
each monthly anniversary date so that the term shall always be not less than
one (1) month less than twelve (12) months, unless either party gives written
notice to the other party of intent to terminate, in which event the automatic
monthly renewals will end and the Agreement will terminate at the end of the
unexpired portion of the term in existence on the date notice to terminate is
given.

c. Termination Upon Default. This Agreement may also
terminate upon an Event of Default and failure to cure beyond applicable cure
periods at the option of the nondefaulting party as set forth in Section 12
hereof.

d. Termination by Customer. Customer may terminate this
Agreement at any time, and without cause, by giving M&I at least one hundred
eighty (180) days' prior written notice and paying M&I the then-applicable
buyout amount set forth in Section 21.

5
<PAGE> 6

14. REGULATORY ASSURANCES. M&I and Customer acknowledge and agree
that the performance of these Services will be subject to regulation and
examination by Customer's regulatory agencies to the same extent as if such
Services were being performed by Customer. Upon request, M&I agrees to provide
any appropriate assurances to such agency and agrees to subject itself to any
required examination or regulation. Customer agrees to reimburse M&I for
reasonable costs actually incurred due to any such examination or regulation
that is performed solely for the purpose of examining data processing services
used by Customer.

a. Notice Requirements. The Customer shall be
responsible for complying with all regulatory notice provisions to any
applicable governmental agency, which shall include providing timely and
adequate notice to the Chief Examiner of the Federal Home Loan Bank Board, the
Office of Thrift Supervision, the Office of the Comptroller of the Currency,
The Federal Deposit Insurance Corporation, the Federal Reserve Board, or their
successors, as applicable (collectively, the "Federal Agency"), as of the
effective date of Services under this Agreement, identifying those records to
which this Agreement shall apply and the location at which such Services are to
be performed.

b. Examination of Records. The parties agree that the
records maintained and produced under this Agreement shall, at all times, be
available for examination and audit by governmental agencies having
jurisdiction over the Customer's business, including (without limitation) the
Federal Agency. The Director of Examinations of the Federal Agency or his
designated representative shall have the right to ask for and to receive
directly from M&I any reports, summaries, or information contained in or
derived from data in the possession of M&I related to the Customer. M&I shall
notify Customer as soon as possible of any formal request by an authorized
governmental agency to examine Customer's records maintained by M&I, if M&I is
permitted to make such a disclosure to Customer under applicable law or
regulations. Customer agrees that M&I is authorized to provide all such
described records when formally required to do so by this authorized
governmental agency.

c. Fidelity Bonds. Throughout the term of the
Agreement, M&I shall maintain fidelity bond coverage for M&I and its employees.

d. Notice of Changes. Customer shall give to the
Director of Examinations of the Federal Agency at least thirty (30) days'
notice of the termination of this Agreement or of any material changes in the
Services to be provided hereunder.

e. Insurance. Throughout the term of this Agreement,
M&I shall maintain insurance coverage (or shall be self-insured) for losses
from fire, disaster, and other causes contributing to interruption of the
Services. The proceeds of such insurance shall be payable to M&I. Nothing in
this Agreement shall be construed as to permit Customer to receive any of such
proceeds, or to be named as an additional loss payee under any insurance
policy.

f. Financial Information. Customer agrees to provide
M&I with a copy of the call report filed with the Federal Agency simultaneously
with its filing with the Federal Agency, and to provide such additional
financial information as to its creditors or others as M&I may reasonably
request.

6
<PAGE> 7

15. TRANSPORTATION AND/OR TRANSMISSION OF DATA. The
responsibility and expense for transportation and/or transmission of and risk
of loss of data and media to and from M&I's datacenters shall be borne by
Customer. M&I will notify Customer of the time by which Customer's data and
media must be delivered to M&I for processing for M&I to provide Customer's
processed data within the time period indicated by M&I.

16. RESPONSIBILITY.

a. General. M&I agrees to perform the Services in a
commercially reasonable manner, which is similar to the services provided to
other M&I customers, and no other or higher degree of care. Except as
otherwise described herein, M&I assumes no other obligation as to performance
or quality of the Services provided, all other risks of error being expressly
assumed by Customer. M&I shall not be responsible for loss or damage due to
delays in processing or in the delivery of processed data as a result of any of
the causes excused by Section 19 hereof. M&I WILL IN NO EVENT BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY CUSTOMER
INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPERATION LOSS,
REGARDLESS OF WHETHER M&I WAS ADVISED OF THE POSSIBLE OCCURRENCE OF SUCH
DAMAGES.

b. Reliance on Data Supplied. M&I will process items
and data and perform those Services described in this Agreement on the basis of
information furnished by Customer. M&I shall be entitled to rely upon any such
data, information, or instructions as provided by Customer. If any error
results from incorrect input supplied by Customer, Customer shall be
responsible for discovering and reporting such error and supplying the data
necessary to correct such error to M&I for processing at the earliest possible
time. Customer will indemnify and hold M&I harmless from any cost, claim,
damage, or liability (including attorneys' fees) whatsoever arising out of such
data, information or instructions, or any inaccuracy or inadequacy therein.
Customer assumes all risk of loss, delay, and miscommunication in the
transportation or transmission by electronic means of data and information from
any terminal or remote unit unless the same is caused by or attributable to any
act or omission on M&I's part, which act or omission does not meet the standard
of care in Section 16(a), or was caused by or attributable to any gross
negligence or willful failure on M&I's part to comply with its obligations
under this Agreement.

c. Data Backup. Customer shall maintain adequate
records including microfilm images of items being transported to M&I for at
least ten (10) business days' backup on magnetic tape or other electronic media
where transactions are being transmitted to M&I, from which reconstruction of
lost or damaged items or data can be made. Customer assumes all responsibility
and liability for any loss or damage resulting from failure to maintain such
records.

d. Audit. M&I shall cause a third-party review of its
data processing systems and Services to be conducted annually by its
independent auditors. M&I shall provide Customer one copy of the report
resulting from such review.

e. Regulatory Compliance. Customer is responsible for
determining that the Services performed in its behalf, any forms which are used
with its customers, and all records it retains comply with all applicable laws.
Should

7
<PAGE> 8

Customer need information from the Services M&I provides in order to comply
with applicable federal or state laws and regulations, Customer's sole remedy,
and M&I's sole obligation shall be for M&I to provide the ability to process
the information requested from the Customer as promptly as is commercially
practicable.

f. Balancing and Controls. On a daily basis, Customer
shall review all input and output, controls, reports, and documentation, to
ensure the integrity of data processed by M&I. In addition, Customer shall, on
a daily basis, check exception reports to verify that all file maintenance
entries and nondollar transactions were correctly entered. Customer is
responsible for initiating timely remedial action to correct any improperly
processed data which these reviews would disclose.

g. Service Deficiencies. If Customer is aware that a
defect exists in a Service, Customer shall be responsible for making whatever
appropriate adjustments may thereafter be necessary until M&I corrects the
defect and, if requested by Customer, M&I will, at M&I's expense, assist
Customer in making such corrections through the most cost-effective means,
whether manual, by system reruns, or program modifications. M&I will, where
reasonable, make every effort to correct any known material defect as soon as
commercially reasonable at M&I's expense.

17. OWNERSHIP OF DATA. Customer is the owner of all of its data
supplied by Customer to M&I for processing hereunder. Customer acknowledges
that it has no rights in any of the software, systems documentation,
guidelines, procedures, and similar related materials or any modifications
thereof except with respect to M&I's use of the same during the term of this
Agreement to process data. Upon termination of this Agreement, M&I shall
provide Customer with all copies of Customer's data in a format that is being
used by M&I at that time for processing such data. Prior to the release of the
Customer's data: (a) all amounts owed under this Agreement by Customer to M&I
shall be current and paid in full, and (b) Customer shall pay M&I its
"Estimated Deconversion Expenses" as described below. Customer agrees to pay
M&I for M&I's work in providing such data at M&I's rates then in effect for
computer and personnel time, supplies, and other items as required, and
Customer further agrees to pay M&I for any and all charges associated with the
deconversion of Customer's data based on M&I's then-current charges for such
Services. M&I shall make a good faith estimate of all of such costs, expenses,
and charges which shall be paid by Customer in advance (the "Estimated
Deconversion Expenses"). The difference, if any, between the actual expenses
and the prepaid Estimated Deconversion Expenses shall be promptly paid after
determination.

18. WARRANTIES. M&I represents and warrants that:

a. Capability of Computer Systems and Software. M&I's
computer systems (hardware and software) are capable of performing the Services
in accordance with the provisions of this Agreement. The software used to
provide the Services will operate substantially in accordance with the
specifications and documentation for the software as modified from time to time
to incorporate enhancements or modifications of the software to provide the
Services.

8
<PAGE> 9

b. Quality of Service. The reports and Services made
available to Customer shall be in substantial conformity with the User Manuals,
as amended from time to time, copies of which have been, or will be, provided
to Customer.

c. Property Rights. M&I has the right to provide the
Services hereunder, using all computer software required for that purpose.

d. Organization and Approvals. M&I is a validly
organized corporate entity with valid authority to enter into this Agreement.
This Agreement has been duly authorized by all necessary corporate action.

e. Disclaimer of Warranties. EXCEPT AS DESCRIBED IN
THIS AGREEMENT, M&I DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL,
EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

19. FORCE MAJEURE. M&I shall not be liable to Customer if M&I's
fulfillment or performance of any terms or provisions of this Agreement is
delayed or prevented by revolution or other civil disorders, wars, acts of
enemies, strikes, electrical equipment or availability failure, labor disputes,
fires, floods, acts of God, federal, state, or municipal action, statute,
ordinance or regulation, or, without limiting the foregoing, any other causes
not within its reasonable control, and which by the exercise of reasonable
diligence it is unable to prevent, whether of the class of causes hereinbefore
enumerated or not.

20. IRS FILING. Customer has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct tax identification
numbers (TINs) for Customer's payees and agrees to attest to this compliance by
an affidavit provided annually. Customer authorizes M&I to act as Customer's
agent and sign on Customer's behalf the Affidavit required by the Internal
Revenue Service on Form 4804, or any successor form. Customer acknowledges
that M&I's execution of the Form 4804 Affidavit on Customer's behalf does not
relieve Customer of responsibility to provide accurate TINs or liability for
any penalties which may be assessed for failure to comply with TIN
requirements. Customer agrees to hold M&I harmless from any liabilities,
claims, expenses, penalties, or damages (including attorneys' fees) which may
be assessed or incurred as a result of the failure to comply with TIN
requirements.

21. CONTRACT BUYOUT.

a. Customer may terminate this Agreement at any time by
giving M&I at least one hundred eighty (180) days' prior written notice and
paying M&I sixty percent (60%) of the total estimated remaining unpaid monthly
processing fees. For the purpose of this computation, total estimated
remaining unpaid monthly processing fees shall be equal to the mean average of
the total monthly fees paid in the three (3) months preceding the termination
notice, multiplied by the number of months remaining in the Agreement.

b. The contract buyout amount set forth above shall be
paid prior to the deconversion of any affected accounts. The contract buyout
amount shall be paid by Customer regardless of the form by which the
termination occurs, including but not limited to, sale of assets or stock,
assumption of liabilities, merger, consolidation, absorption, liquidation, or
termination as a result of an Event of Default on the part of Customer (as
described in Section 11 of this Agreement).

9
<PAGE> 10

22. EXPENSE REIMBURSEMENTS. Customer agrees to reimburse M&I for
all conversion-related and out-of-pocket expenses (travel, lodging, meals, long
distance telephone calls, and printing and copying charges) reasonably incurred
in connection with the conversion of Customer's accounts to the M&I system.
The reimbursement of such expenses is in addition to conversion charges which
may arise after the conversion, or with respect to accounts which are not
currently customer accounts which are to be converted to the M&I system. M&I
shall estimate such expenses in advance, and Customer shall pay such expenses
upon execution of this Agreement. M&I shall provide Customer with a summary
invoice of actual expenses, and any adjustments shall be paid upon delivery of
the invoice.

23. CONVERSION OBLIGATIONS. Both parties agree to make a good
faith effort to convert Customer's data in a timely fashion and to perform the
conversion in accordance with the responsibilities set forth in the M&I
Conversion Manual, the Conversion Schedule, and this Agreement. Customer
agrees to maintain an adequate staff of persons who are knowledgeable with the
systems currently used by Customer to process data. Customer further agrees to
provide such Services and perform such obligations as are contemplated by the
M&I Conversion Manual and the Conversion Schedule, and as necessary for
Customer to timely and adequately perform its obligations herein and therein.
Customer shall pay or reimburse M&I for all out-of-pocket expenses and on a
time-and-materials basis for any of its personnel, or any independent
contractors, who perform conversion or related services (including items
identified as Customer Responsibilities in the Conversion Manual) for Customer.
Customer further agrees to cooperate fully with all reasonable requests of M&I
necessary to effect the conversion in a timely and efficient manner. Customer
agrees to reimburse M&I for all conversion charges whether for the initial
conversion, or for the subsequent conversion of additional accounts as they are
incurred or for the conversion of products not identified in the Proposal.

24. USE OF THE SERVICES. (a) Customer assumes exclusive
responsibility for the consequences of any instructions Customer may give M&I,
for Customer's failure to properly access the Services in the manner prescribed
by M&I, and for Customer's failure to supply accurate input information; (b)
Customer agrees that it will use the Services in accordance with such
reasonable policies as may be established by M&I from time to time as set forth
in any materials furnished by M&I to Customer; (c) Customer agrees that, except
as otherwise permitted by M&I, Customer will use the Services only for its own
internal business purposes and will not sell or otherwise provide, directly or
indirectly, any of the Services or any portion thereof to any third party; and
(d) Customer agrees and represents that (1) this Agreement has been approved by
its board of directors, or that the officer executing this Agreement has been
specifically authorized by Customer's board of directors to execute this
Agreement, (2) the performance of this Agreement by the Customer will not
affect the safety or soundness of the Customer or any of its affiliates, and
(3) this Agreement, and the obligations evidenced hereby, will be properly
reflected on the books and records of the Customer, and the Customer will
provide evidence of the same to M&I upon request.

25. MISCELLANEOUS.

a. Governing Law. This Agreement shall be construed and
governed by the laws of the state of Wisconsin.

10
<PAGE> 11

b. Amendment. This Agreement, including the Schedules
hereto, may be amended only by an instrument in writing executed by the parties
or their permitted assignees.

c. Assignment. This Agreement may not be assigned by
either party without the prior written consent of the other party, which such
consent shall not be unreasonably withheld, provided that M&I may freely assign
this Agreement to any company that is directly or indirectly (1) in control of
M&I, (2) under the control of M&I, or (3) under common control with M&I.

d. Section Headings. Section headings are for reference
purposes only and shall not affect the interpretation or meaning of this
Agreement.

e. Notices. All communications or notices required or
permitted by this Agreement shall be in writing and shall be deemed to have
been given at the earlier of the date when actually delivered to an officer of
a party or when deposited in the United States mail, certified or registered
mail, postage prepaid, return receipt requested, and addressed as set forth on
the signature page, unless and until any of such parties notifies the others.

f. No Waiver of Performance. Failure by either party at
any time to require performance by the other party to claim a breach of any
provision of this Agreement will not be construed as a waiver of any right
accruing under this Agreement, nor affect any subsequent breach, nor affect the
effectiveness of this Agreement or any part hereof, nor prejudice either party
as regards any subsequent action.

g. Entire Agreement; Conflicting Provisions. This
Agreement, together with the Schedules hereto, constitutes the entire agreement
between the Customer and M&I with respect to the subject matter hereof. There
are no restrictions, promises, warranties, covenants, or undertakings other
than those expressly set forth herein and therein. This Agreement supersedes
all prior negotiations, agreements, and undertakings between the parties with
respect to such subject matter. In the event of any conflict between the terms
of the main body of this Agreement and any of the Schedules hereto, the terms
of the main body of this Agreement shall govern.

h. Execution in Counterparts. This Agreement may be
executed simultaneously in any number of counterparts, each of which shall be
deemed an original but all of which shall together constitute one and the same
Agreement.

i. Enforceability. The invalidity or enforceability of
any provision hereof shall not affect or impair any other provisions.

j. Scope of Agreement. If the scope of any of the
provisions of the Agreement is too broad in any respect whatsoever to permit
enforcement to its full extent, then such provisions shall be enforced to the
maximum extent permitted by law and the parties hereto consent and agree that
such scope may be judicially modified accordingly and that the whole of such
provisions of this Agreement shall not thereby fail, but that the scope of such
provisions shall be curtailed only to the extent necessary to conform to law.

k. Confidentiality of Terms. Customer agrees that
neither it, its directors, officers, employees, or agents will disclose this
Agreement, or any of the terms or provisions of this Agreement, to any other
party.

11
<PAGE> 12

l. De Novo Institution. In the event Customer fails to
obtain a charter for a Financial Institution by October 1, 1996, this Agreement
shall be automatically null and void ab initio, and neither party shall have
any liability to the other hereunder.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in their names as of the date first above written.

M&I DATA SERVICES, A DIVISION OF THE
MARSHALL & ILSLEY CORPORATION
("M&I")
4900 West Brown Deer Road
Brown Deer, WI 53223-0528

By: Patrick C. Foy
--------------
Name: Patrick C. Foy
Title: President, Outsourcing
Business Group

By: Thomas R. Mezera
----------------
Name: Thomas R. Mezera
Title: Vice President

COMMUNITY CENTRAL BANK ("CUSTOMER")
100 North Main Street
P.O. Box 7
Mount Clemens, MI 48046-0007

By: Richard Miller
--------------
Name: Richard Miller
Title: President

12
<PAGE> 13

AUTHORIZATION AGREEMENT

The undersigned ("Customer") hereby authorizes M&I Data Services, a
division of the Marshall & Ilsley Corporation, ("M&I") to initiate debit
entries and to initiate, if necessary, credit entries and adjustments for any
excess debit entries or debit entries made in error, to Customer's account
indicated below and the depository named below, to debit and/or credit the same
such account.

This authority is to remain in full force and effect for the period coinciding
with the term (and any renewals thereof) of the Data Processing Services
Agreement made the _____ day of _____________ 1996, and any addenda thereto
(the "Agreement"), pursuant to the terms and conditions specified in the
Agreement.

DEPOSITORY NAME:
--------------------------------

ADDRESS:
--------------------------------

CITY/STATE/ZIP:
--------------------------------

TELEPHONE NUMBER:
--------------------------------

ROUTING TRANSIT NUMBER:
--------------------------------

ACCOUNT NUMBER:
--------------------------------

M&I DATA SERVICES, A DIVISION OF THE
MARSHALL & ILSLEY CORPORATION
("M&I")
4900 West Brown Deer Road
Brown Deer, WI 53223-0528

By: Patrick C. Foy
----------------
Name: Patrick C. Foy
Title: President, Outsourcing Business Group

By: Thomas R. Mezera
----------------
Name: Thomas R. Mezera
Title: Vice President

COMMUNITY CENTRAL BANK ("CUSTOMER")
100 North Main Street
P.O. Box 7
Mount Clemens, MI 48046-0007

By: Richard Miller
----------------
Name: Richard Miller
Title: President

<PAGE> 14

ATTORNEY-IN-FACT APPOINTMENT

Customer hereby appoints M&I Data Services, a division of the Marshall
& Ilsley Corporation ("M&I") as: (1) customer's attorney-in-fact and empowers
M&I to authorize the Internal Revenue Service (IRS) to release information
return documents supplied to the IRS by M&I to states which participate in the
"Combined Federal/State Program"; and (2) Customer's agent to sign on
Customer's behalf the Affidavit required by the Internal Revenue Service on
Form 4804, or any successor form. Customer agrees to hold M&I harmless from
any liabilities, claims, expenses, penalties, or damages (including attorneys'
fees) which may be assessed or incurred as a result of the release of
information.

COMMUNITY CENTRAL BANK ("CUSTOMER")

By: Richard J. Miller
---------------------------

<PAGE> 15

AFFIDAVIT

STATE OF Michigan )
) SS.
COUNTY OF Macomb )

I, Richard J. Miller, being first duly sworn, on oath, depose

Customer's Representative
and say:

1. I am an employee of Community Central Bank. I have personal
knowledge of my employer's practices with regard to procuring and reporting
tax identification numbers (TINs) and authority to execute this Affidavit on my
employer's behalf.

2. Community Central Bank has complied with all laws,
regulations, procedures, and requirements in attempting to secure correct TINs
for its payees. This compliance has been pursued with due diligence, and any
failure to secure correct TINs is due to reasonable cause.

Richard J. Miller
-----------------
Customer's Representative

Subscribed and sworn to before me
this 5th day of June, 1996.

M. Dianne Ambrozy
- ---------------
M. Dianne Ambrozy Notary Public
My Commission expires: 2-25-2000

<PAGE> 16

STATE OF MICHIGAN

DEPARTMENT OF STATE
CANDICE S. MILLER
SECRETARY OF STATE

TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING:

IN THE NAME AND BY THE AUTHORITY OF THE PEOPLE OF THE STATE OF MICHIGAN, I

DO APPOINT

M. DIANNE AMBROZY, NOTARY PUBLIC, FOR THE COUNTY OF MACOMB
IN SAID STATE OF MICHIGAN, TO EXECUTE THE DUTIES OF AND HOLD SAID OFFICE FROM
THIS DATE HEREOF.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND, AND CAUSED

THE GREAT SEAL OF THE STATE TO BE AFFIXED AT LANSING, THIS

[SEAL] TWENTY-SECOND DAY OF JUNE IN THE YEAR

OF OUR LORD ONE THOUSAND NINE HUNDRED AND NINETY-FIVE.

Candice S. Miller
SECRETARY OF STATE

THIS COMMISSION EXPIRES FEBRUARY 25, 2000

<PAGE> 17

SCHEDULE

M&I ON-LINE AVAILABILITY

The following is a list of standard hours of availability by each on-line
service. All times are CST/CDT.

Cardholder
(CRT Maintenance)
Monday - Thursday 7:00 a.m. - 6:45 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

CIS & Deposit System
(Maintenance and Dollar Transactions)
Monday - Thursday 7:00 a.m. - 6:45 p.m. *
Friday 7:00 a.m. - 9:30 p.m. *
Saturday 7:00 a.m. - 4:30 p.m.

Data Entry
(Account Reconciliation System)
Monday - Friday 7:00 a.m.-10:00 p.m.

Data Entry
(Financial Control)
Monday - Thursday 7:00 a.m. - 11:00 p.m.
Friday 7:00 a.m. - 12:00 Midnight
Saturday 7:00 a.m. - 4:30 p.m.

Decision Management System
Monday-Thursday 7:00 a.m. - 6: 45 p.m.
Friday 7:00 a.m. - 9: 30 p.m.
Saturday 7:00 a.m. - 4: 30 p.m.

Data Entry
Monday-Friday 7:00 a.m. - 5:00 p.m.

Financial Control On-line
Monday-Friday 7:00 a.m. - 8:00 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

<PAGE> 18

Loan System
(CRT Maintenance)
Monday-Thursday 7:00 a.m. - 6:15 p.m.
Friday 7 00 a.m. - 8:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

Management Information Service
Monday-Thursday 7:00 a.m. - 6:45 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.
(Except Money Market Info.)

Teller Terminals
Monday-Thursday 7:00 a.m. - 7:00 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

* CIS access to loan data is based on Loan System hours of availability. West
Coast availability for CIS, Loans, and Deposits for Monday-Friday is 8:00
a.m.-10:00 p.m., CST/CDT.

<PAGE> 19

EXHIBIT A

<PAGE> 20

FINANCIAL SERVICE PRODUCTS

- - Deposit Services
- - Loan Services
- - Teller/Platform Services
- - Automated Funds Transfer
- - Automated Clearinghouse
- - Corporate Cash Management Services
- - Customer Information System
- - Financial Control
- - Tickler System
- - Management Information Service
- - IRS Reporting
- - INFO Center
- - EFT Services
- - Safe Deposit System
- - Item Processing
- - Remote Site Support
- - Trust Services
- - Audit Services

<PAGE> 21

EXHIBIT B

<PAGE> 22

EXHIBIT B

I. The Minimum Monthly Fee as defined in Section 2(a) of the Agreement
shall be determined according to the following Schedule:

Months Minimum Monthly Fee
------- -------------------
1 - 12 $5,000
13 - 24 $6,000
25 - 36 $7,000
37 - 48 $8,000
49 - 60 $9,000
61 - 72 $10,000
73 - 84 $11,000
85 and thereafter $12,000

II. Customer shall pay M&I the following estimated one-time
conversion-related fees as provided for in Section 22:

Conversion Programming, Product Support, Training $ 35,000
Conversion Travel 5,000
Telecommunications Equipment, Installation 5,000
Salespartner Software (4 copies)* 11,900
PCTeller Software (12 copies)* 12,000
Software Customization* 50,000
Technical Services* 25,100
--------
$144,000

*A separate License must be executed.

<PAGE> 23

EXHIBIT C

<PAGE> 24

1996 PRODUCT PRICE LIST

STATEMENT OF CONFIDENTIALITY

The price list is intended for the exclusive use of M&I Data Services and its
customers. Due to the confidential nature of this document, no other
distribution or usage is permited.

<PAGE> 25

The Company has omitted here the text of Exhibit C, the 1996
Product Price List, and filed it separately with the Securities and Exchange
Commission, together with a request that it be given confidential treatment.

<PAGE> 1
EXHIBIT 23.2

Independent Auditors' Consent

We consent to the use in this Registration Statement of Central Community Bank
Corporation (the "Company") on Amendment No. 1 to Form SB-2 of our report dated
August 15, 1996, on the financial statements for the period ended July 31,
1996, appearing in this Registration Statement. We also consent to the
reference to us under the heading "Experts", and to the incorporation by
reference of this consent into any Rule 462(b) registration statement of the
Company that incorporates by reference this Registration Statement.

/s/ Plante & Moran, LLP
Plante & Moran, LLP
Bloomfield Hills, Michigan
August 21, 1996

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENT DATED JULY 31, 1996
</LEGEND>

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-26-1996
<PERIOD-END> JUL-31-1996
<CASH> 15,194
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 421,353
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 421,343
<LONG-TERM> 0
0
0
<COMMON> 5
<OTHER-SE> 5
<TOTAL-LIABILITIES-AND-EQUITY> 421,353
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 0
<INTEREST-INCOME-NET> 0
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 0
<INCOME-PRETAX> 0
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0

</TABLE>