COMMUNITY CENTRAL BANK CORP, SB-2/A, 1996-09-18

COMMUNITY CENTRAL BANK CORP
SB-2/A, 1996-09-18
STATE COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and Exchange Commission on September 18, 1996

Registration No. 333-4114

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

AMENDMENT NO. 2 TO

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. [ ]

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE(2)
REGISTERED SHARE PRICE(1)
------------------- ------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock 1,150,000 shrs. $10 $11,500,000 $3,965.52
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(1) Includes 150,000 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments.

(2) $693.97 of this fee is paid herewith, the balance was paid on May 20, 1996
with the original filing.

- --------------------------------------------------------------------------------
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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<PAGE> 2

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 SEPTEMBER 18, 1996

PROSPECTUS

1,000,000 SHARES

COMMUNITY CENTRAL BANK CORPORATION LOGO

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

Community Central Bank Corporation, a Michigan corporation (the "Company"),
is offering for sale 1,000,000 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. (the "Underwriter") 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 230,000 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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<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1)(2) COMPANY(2)(3)
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<S> <C> <C> <C>
Per Share............................. $10.00 $0.80 $9.20
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Total(2).............................. $10,000,000 $800,000 $9,200,000
- -------------------------------------------------------------------------------------------------------
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(1) The Company has agreed to indemnify the Underwriter against certain
liabilities including liabilities under the Securities Act of 1933. See
"Underwriting".

(2) The Company has granted the Underwriter a 30-day option to purchase up to
150,000 additional shares of its Common Stock solely to cover
over-allotments, if any. If the Underwriter exercises such option in full,
the Price to Public, Underwriting Discounts, and Proceeds to Company will be
approximately $11,500,000, $920,000 and $10,580,000, respectively. See
"Underwriting." The Underwriter has agreed that no Underwriting Discounts
will be incurred by the Company for up to 220,000 shares sold by the
Underwriter 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 230,000 shares. If 230,000 shares are so purchased,
Underwriting Discounts will be reduced by, and proceeds to the Company will
be increased by $176,000.

(3) Before deducting estimated offering expenses payable by the Company of
$209,089.

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

The shares of Common Stock are offered by the Underwriter subject to prior
sale, when, as and if delivered to and accepted by the Underwriter, and subject
to the right of the Underwriter 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.
<PAGE> 4

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 UNDERWRITER 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 Underwriter's 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 October 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.

3
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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.

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 230,000 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....................... 1,000,000 shares of Common Stock. In addition,
the Company has granted the Underwriter an
option to purchase up to an additional 150,000
shares to cover over-allotments. See
"Description of Capital Stock."

Common Stock to be outstanding
after the offering............ 1,000,000 shares (1,150,000 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

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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 by late October 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.

The Company and the Bank will be 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 the 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
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 1,000,000 shares
of Common Stock offered hereby are estimated to be $9,200,000 ($10,580,000
if the Underwriter's over-allotment option is exercised in full), after
deduction of the underwriting discounts and commissions, but before deducting
estimated offering expenses of $209,089. The Underwriter has agreed that no
underwriting discounts or commissions will be incurred by the Company for the
first 220,000 shares sold by the Underwriter to members of the Board of
Directors or their immediate families. Such persons have provided nonbinding
expressions of interest to purchase approximately 230,000 shares. If such
persons purchase 230,000 shares, underwriting discounts and commissions will be
reduced by, and proceeds to the Company will be increased by $176,000.

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 Underwriter's 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 1,000,000 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: $5,000,000
==========
1,000,000 shares issued and outstanding
Additional Paid-in Capital $4,156,000
==========
Retained Earnings ----

Preopening and Organizational Expenses (1) $( 238,000)
----------

Total Equity $8,918,000
==========
- --------------------
</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 was approved by the Federal Reserve Board on September 11, 1996, subject
to certain conditions set forth in its order. The Bank expects to have such
conditions satisfied and commence business in a temporary facility late in
October 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
Officer, and Director (Class III) Executive 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 Corporate Secretary and Director
(Class 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.

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.

13
<PAGE> 16

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 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

14
<PAGE> 17

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 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:

15
<PAGE> 18

<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 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.

16
<PAGE> 19

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
Underwriter 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 31,000 (2) 3.10%

Gebran S. Anton
One Sycamore Lane
Grosse Pointe, MI 48230 26,000 (3) 2.60%

Joseph Catenacci
6227 Woodbridge
Washington Twp., MI 48094 26,000 (3) 2.60%

Raymond Contesti
37402 Radde
Clinton Twp., MI 48036 16,000 (3) 1.60%

Salvatore Cottone
11812 Shawnee Pointe
Shelby Twp., MI 48315 26,000 (3) 2.60%

Celestina Giles
34337 Manor Run Circle
Sterling Heights, MI 48312 11,000 (2) 1.10%

Philip E. Greco
41238 Clairpointe
Harrison Twp., MI 48045 6,000 (3) 0.60%

Bobby L. Hill
165 Clinton River Drive
Mount Clemens, MI 48043 11,000 (3) 1.10%

Joseph F. Jeannette
45650 Remer
Utica, MI 48317 26,000 (3) 2.60%

Richard J. Miller
42992 Ian Court
Clinton Twp., MI 48038 11,000 (2) 1.10%

Dean S. Petitpren
2540 Military
Port Huron, MI 48061 26,000 (3) 2.60%

Carole L. Schwartz
37473 Alpina Lane
Clinton Twp., MI 48036 26,000 (3) 2.60%

Directors and executive officers of the Company as a group
(12 persons) 242,000 (2)(3) 23.91%
</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.

<PAGE> 21

(4) The percentages shown are based on the 1,000,000 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 Underwriter's 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,
subject to the expiration of a 15 day statutory waiting period, 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 applications, the Federal Reserve
Board must consider various statutory factors, including among others, the
effect of the proposed transaction on

19
<PAGE> 22

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 1,000,000 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 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

20
<PAGE> 23

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 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,

22
<PAGE> 25

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, (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

23
<PAGE> 26

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.

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.

<PAGE> 27

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 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.

25
<PAGE> 28

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 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

<PAGE> 29

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 1,000,000 shares of its
Common Stock outstanding. The 1,000,000 shares of the Company's Common Stock
sold in the offering (plus any additional shares sold upon the Underwriter's
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 230,000 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 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.

UNDERWRITING

The Underwriter has agreed, subject to the terms and conditions of the
Underwriting Agreement, to purchase from the Company 1,000,000 shares of the
Company's Common Stock.

The Underwriting Agreement provides that the obligations of the Underwriter
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 Underwriter is obligated to purchase all
1,000,000 of the shares of Common Stock offered hereby, excluding shares
covered by the over-allotment option granted to the Underwriter, if any are
purchased.

27
<PAGE> 30

If the Underwriting Agreement is terminated, except in certain limited
cases, the Underwriting Agreement provides that the Company will reimburse the
Underwriter for all accountable out-of-pocket expenses incurred by it in
connection with the proposed purchase and sale of the Common Stock. The
Company has advanced $15,000 to the 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 Underwriter shall pay such difference to the
Company.

The Company and the Underwriter have agreed that the Underwriter will
purchase the 1,000,000 shares of Common Stock offered hereunder at a price to
the public of $10.00 per share less Underwriting Discounts and Commissions of
$.80 per share. However, no Underwriting Discounts or Commissions will be
incurred by the Company with respect to the first 220,000 shares sold to
members of the Board of Directors of the Company or their immediate families.
The Underwriter proposes 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 $.42 per share. The
Underwriter may allow, and such dealers may re-allow, concessions not in excess
of $.10 per share to certain other brokers and dealers.

The Underwriter has informed the Company that the Underwriter does not
intend to make sales to any accounts over which it exercises discretionary
authority.

The Company has granted the Underwriter an option, exercisable within 30
days after the date of this offering, to purchase up to an additional 150,000
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 Underwriter for the other
shares offered hereby. The Underwriter may purchase such shares only to cover
over-allotments, if any, in connection with the offering.

The Underwriting Agreement contains indemnity provisions between the
Underwriter 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 Underwriter and its 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 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 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.

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 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

28
<PAGE> 31
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)

INDEX

<TABLE>
<CAPTION> 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

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 UNDERWRITER. 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........................... 27
Legal Proceedings...................... 28
Legal Matters.......................... 28
Experts................................ 28
Additional Information................. 28
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.
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------

1,000,000 SHARES

[COMMUNITY CENTRAL BANK CORP. LOGO]

COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
[RONEY & CO. LOGO]

September , 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
1,000,000 shares in the offering.

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,965.52
NASD filing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,623.75
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $209,089.27
===========
</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 (a)
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 Portions of Exhibit C (1996 Product Price List) to the Data Processing Services Agreement dated as of June 5,
1996 between Community Central Bank and M&I Data Services (the "Agreement") labelled "Table of Contents," "About
the Price List" and "Index." The remainder of such Exhibit C has been omitted pursuant to a request for
confidential treatment. (The remainder of the Agreement, except Exhibit C, was previously filed as part of
Exhibit 10.4.) (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) (a)
23.2 Consent of Plante & Moran, LLP (a)
24 Power of Attorney (a)
27 Financial Data Schedule (b)
- ------------------
(a) Filed herewith.
(b) Previously filed.
</TABLE>

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

II-2
<PAGE> 43

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 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. 2 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 September 18, 1996.

COMMUNITY CENTRAL BANK CORPORATION

By: /S/ Richard J. Miller
-------------------------------
Richard J. Miller, President
and Treasurer

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 September 18, 1996.

<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
* Chairman of the Board, Chief Executive
--------------------- Officer and Director
Harold W. Allmacher

* Director
---------------------
Gebran S. Anton

* Director
---------------------
Joseph Catenacci

* Director
---------------------
Raymond Contesti

* Director
---------------------
Salvatore Cottone

* Corporate Secretary and Director
---------------------
Celestina Giles

* Director
---------------------
Philip E. Greco

* Director
---------------------
Bobby L. Hill

* Director
---------------------
Joseph F. Jeannette
</TABLE>

II-4
<PAGE> 45

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

* Director
--------------------------------
Dean S. Petitpren

* Director
--------------------------------
Carole L. Schwartz
</TABLE>

*By: /S/ Richard J. Miller
-----------------------------------
Richard J. Miller, Attorney-in-fact

II-5
<PAGE> 46

COMMUNITY CENTRAL BANK CORPORATION

Amendment No. 2 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 (a)

10.1 1996 Employee Stock Option Plan (b)

10.2 1996 Nonemployee Director Stock Option Plan (b)

10.3 Lease Agreement (b)

10.4 Portions of Exhibit C (1996 Product Price List) to the Data Processing Services Agreement dated as of June 5, 1996
between Community Central Bank and M&I Data Services (the "Agreement") labelled "Table of Contents," "About the Price
List" and "Index." The remainder of such Exhibit C has been omitted pursuant to a request for confidential treatment.
(The remainder of the Agreement, except Exhibit C, was previously filed as part of Exhibit 10.4.) (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) (a)

23.2 Consent of Plante & Moran, LLP (a)

24 Power of Attornety (a)

27 Financial Data Schedule (b)

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

(a) Filed herewith
(b) Previously filed
</TABLE>

<PAGE> 1

EXHIBIT 1

1,000,000 SHARES

COMMUNITY CENTRAL BANK CORPORATION

COMMON STOCK

UNDERWRITING AGREEMENT

September ___, 1996

Roney & Co. L.L.C.
One Griswold
Detroit, Michigan 48226

Dear Sirs:

Community Central Bank Corporation, a Michigan corporation
(the "COMPANY"), proposes to issue and sell 1,000,000 shares (the "FIRM
SHARES") of its authorized but unissued Common Stock (the "COMMON STOCK") to
Roney & Co. L.L.C., a Delaware limited liability company ("RONEY & CO." or
"UNDERWRITER"). In addition, the Company proposes to grant to the Underwriter
an option to purchase up to an additional 150,000 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 Underwriter, and the Underwriter agrees to purchase the Firm
Shares 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 Underwriter will offer to sell to each of the persons
listed on Exhibit A (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

<PAGE> 2

Fair Practice of the National Association of Securities Dealers, Inc.
(the "NASD")) the number of Shares set forth opposite their respective
names on Exhibit A. To the extent such persons (alone or with such
family members) offer to buy such Shares, the Underwriter agrees to
purchase up to 220,000 of such Shares at a purchase price of $10.00
per Share. The purchase price for such Shares over 220,000 shall be
as set forth in Section 1(b) above. 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 Underwriter
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
Underwriter 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.

2
<PAGE> 3

2. DELIVERY AND PAYMENT. Delivery by the Company of the Firm
Shares to Roney & Co. 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 Underwriter
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 Underwriter 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 Underwriter
proposes to make a public offering 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 Underwriter 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 Underwriter and
agrees with the Underwriter 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 the Underwriter, 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, 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. All conditions contained in the FDIC Order required to be
satisfied before the date of this Agreement 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 September 11, 1996 (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.

6
<PAGE> 7

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

7
<PAGE> 8

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, 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

8
<PAGE> 9

clear of all liens, encumbrances and security interests (subject to
the provisions of the Michigan Banking Code of 1969 (the "BANKING
CODE"), including, without 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

9
<PAGE> 10

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.

(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 UNDERWRITER'S OBLIGATIONS. The obligation
of the Underwriter 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

10
<PAGE> 11

information in the Registration Statement, or otherwise, shall have
been complied with to the reasonable satisfaction of Roney & Co.

(b) At each Closing Date, Roney & Co. 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
Underwriter 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;

11
<PAGE> 12

(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 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 Underwriter
good and valid title to the Shares that are issued in its
name, free and clear of any adverse claims, except to the
extent the 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

12
<PAGE> 13

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;

(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 Underwriter 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

13
<PAGE> 14

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, 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 Underwriter 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

14
<PAGE> 15

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. shall
have been furnished such documents, certificates and opinions as they
may reasonably require for the purpose of enabling them to 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. 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. shall
have received a "blue sky" memorandum of Dickinson, Wright, Moon, Van
Dusen & Freeman, counsel for the Company, addressed to Roney & Co. and
in form and scope

15
<PAGE> 16

reasonably satisfactory to Roney & Co. concerning compliance with the
blue sky or securities laws of the states listed in Exhibit B 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 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.
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 B, 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 Underwriter's
participation in the same.

If any condition to the Underwriter's 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. may
terminate this Agreement pursuant to Section 9(c) hereof or, if Roney & Co. 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

16
<PAGE> 17

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.

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

17
<PAGE> 18

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.

(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. 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.

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<PAGE> 19

(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 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 Underwriter, 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,

19
<PAGE> 20

(2) the issuance of the Shares and the preparation and delivery of
certificates for the Shares to the Underwriter, (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
B, 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
Underwriter of copies of each preliminary prospectus, the Prospectus
and all amendments of or 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 Underwriter, (8) the inclusion of the Shares on the
OTC Bulletin Board; and (9) the Underwriter's 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 Underwriter 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.

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<PAGE> 21

7. INDEMNIFICATION.

(a) The Company agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls the 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 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
Underwriter (or any person controlling the Underwriter) 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 Underwriter 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 Underwriter specifically for use
therein. The Company shall not be liable hereunder to the 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) The Underwriter 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 Underwriter, 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 the Underwriter
specifically for use therein; provided, however, that the obligation

21
<PAGE> 22

of the 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 the Underwriter hereunder
were offered to the public. The Underwriter 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.

(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

22
<PAGE> 23

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 Underwriter 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 deducting any contribution received from other persons), to which the
Company and the Underwriter may be subject, in such proportion so that the
Underwriter is 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
Underwriter be responsible for any amount in excess of the underwriting
discount applicable to the Shares purchased by the Underwriter 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 Underwriter
within the meaning of the Securities Act or the Exchange Act shall have the
same rights to contribution as the Underwriter, 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.

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<PAGE> 24

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 Underwriter to dealers by
letter or telegram;

(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.

24
<PAGE> 25

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 Underwriter (other than for obligations assumed in Section 6
hereof), and the Underwriter 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 Underwriter 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 it in connection with the
proposed purchase and sale of the Shares or in contemplation of performing its
obligations hereunder. The Underwriter acknowledges receipt of a $15,000
advance from the Company. If this Agreement is terminated for any reason, the
Underwriter shall be entitled to retain such advance as reimbursement for its
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 Underwriter 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 Underwriter 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 Underwriter
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 Underwriter pursuant to this Agreement.

11. MISCELLANEOUS. This Agreement has been and is made for the
benefit of the Underwriter, the Company and their respective successors and
assigns, and, to the extent expressed herein, for the benefit of persons
controlling the Underwriter 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 Underwriter merely because of such
purchase.

25
<PAGE> 26

If any action or proceeding shall be brought by the
Underwriter or the Company in order to enforce any right or remedy under this
Agreement, the Underwriter 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 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) (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:
______________________________

Richard J. Miller
Its: President

Confirmed by Roney & Co.

RONEY & CO. L.L.C.

By: _______________________________________

26
<PAGE> 27

John C. Donnelly
Director, Corporate Finance

92772-17

27
<PAGE> 28

EXHIBIT A

<TABLE>
<CAPTION>
Number Relationship
of of Person to
Name Shares to the Company
---- ------ --------------
<S> <C> <C>
Harold W. Allmacher 30,000 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 10,000 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 B

States

Michigan
Florida
Illinois
Indiana
New Jersey
New York
Ohio

<PAGE> 1

EXHIBIT 5

September 17, 1996

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549

RE: COMMUNITY CENTRAL BANK CORPORATION

Gentlemen:

We are acting as counsel to Community Central Bank Corporation, a
Michigan corporation (the"Company") in connection with the proposed issuance
and sale by the Company of shares of its common stock ("Common Stock"). The
Common Stock is described in a registration statement on Form SB-2 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act").

Based upon our examination of such corporate records and other
documents and certificates as we deemed it necessary to examine, it is our
opinion that:

1. The Company is a corporation validly existing under
the laws of the State of Michigan; and

2. The Common Stock, when issued and sold by the
Company, will be legally issued, fully paid and
non-assessable.

We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the use of our firm name under the caption "Legal
Matters" in the related Prospectus. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules or regulations
thereunder or that this consent is required by Section 7 of the Act.

Very truly yours,

/s/ Dickinson, Wright, Moon, Van Dusen & Freeman
------------------------------------------------
Dickinson, Wright, Moon, Van Dusen & Freeman

<PAGE> 1
EXHIBIT 10.4

CONFIDENTIAL TREATMENT
----------------------

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 permitted.
<PAGE> 2
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
FINANCIAL PRODUCTS
Deposit Services 1
On-line Services 4
Accounts Payable 4
Fixed Assets 4
Management Information Services 5
IRS Reporting Services 5
User-defined Security 6
Currency Transaction Reporting 6
Loan Services 6
Automated Clearinghouse (ACH) Originating 8
Automated Clearinghouse (ACH) Receiving 9
Financial Control (General Ledger) 10
Safe Deposit 12
Discount Brokerage 12
Audit Services 12
Communication Facility 12
User Manuals 12

MICASH CORPORATE CASH MANAGEMENT SERVICES
Account Reconciliation 13
Balance Reporting 14
Controlled Disbursement 15
Depository Transfer Service 15
EDI Receiving 15
Management Information Link 16
Microfilming 16
MICASH Control System 17
Treasury Connection 17
TYMNET Communications Network 18

SALES AND CUSTOMER SERVICE
On-line Inquiry Generator 19
Note Pad 19
Tickler System 19
On-line Collections/Queuing 19

- --------------------------------------------------------------------------------
1996 Product Price List i Effective March 1, 1996
<PAGE> 3
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

SALES AND CUSTOMER SERVICE (CONT'D)

Letter Writer 19
Platform Services 20
Office Communications 20

RELATIONSHIP MANAGEMENT

Cash Manager 21
Customer Information System (CIS) 21
Account Analysis 22
Customer Profitability 23
EASE Marketing Solutions 23

RETAIL DELIVERY

Home Delivery Services 25
EFT Services 25
MICARD Credit Cards 29
MICARD Business Purchase Cards 32
MICARD Merchant Services 34
MICARD Merchant Supplies 38

INFORMATION MANAGEMENT

Remote Site Support 41
INFO Center 41
Information Desktop 43
STAR View 43

SERVICES CONTINUITY

Item Processing Hot Sites 45
Customized Services 45

ADDITIONAL SERVICES

APPENDIX A

INDEX

- --------------------------------------------------------------------------------
1996 Product Price List ii Effective March 1, 1996

<PAGE> 4
ABOUT THE PRICE LIST
- --------------------------------------------------------------------------------

The format and organization of the 1996 Product Price List have been changed to
improve the document's readability and ease-of-use. Several of these features
are highlighted below.

- - ORGANIZATION OF PRODUCTS AND SERVICES
The new organization of the price list groups similar products and services
together under eight major categories. They are:

Financial Products
M&I developed applications or leading vendor packages which support
financial institution data processing requirements. Examples include
deposit and loan account processing.

MICASH Corporate Cash Management Services
Products which address financial institution's corporate customer's cash
management needs.

Sales and Customer Service
Products which assist financial institution sales and service staff in
providing responsive solutions to employee and customer needs. Examples
include Salespartner, On-line Collections and Inquiry Generator.

Relationship Management
Products which facilitate the understanding, management and enhancement
of relationships between financial institutions and customers. Examples
include the Customer Information System and Account Analysis.

Retail Delivery
Delivery of financial services using technologies which offer the
greatest convenience and value to financial institution customers.

Information Management
Solutions which provide easy access to financial information, including
facilities for data warehousing, flexible presentation and viewing tools
and user defined output creation.

Services Continuity
Services which provide contingency planning for various operations which
take place at financial institutions.

Additional Services

The major categories appear on every page as the heading along with
corresponding products and services as the subheading. The table of contents
illustrates this new format in an easy to follow outline.

- - ADDITIONAL PRICE DESCRIPTIONS
Pricing information can be found adjacent to the price instead of in the
footnotes, thus improving the readability of the price list.

- - INDEX
The index has been expanded to list more services in order to provide
you with an easy source to locate information.

- --------------------------------------------------------------------------------
1996 Product Price List iii Effective March 1, 1996

<PAGE> 5
ABOUT THE PRICE LIST
- --------------------------------------------------------------------------------

LATE FEES

Late fees are calculated at a 1.5 percent monthly periodic rate (18.00 percent
annual interest) on all invoices not paid in full. Refer to your Data
Processing Services Agreement for payment terms.

INTERIM PROCESSING FEES

- - Interim processing is defined as processing without a long-term
commitment. Examples of interim processing status are 1) customers with no
contract, 2) customers with 30-day contracts, 3) customers with expired
long-term contracts, and 4) customers in receivership who have disaffirmed
the M&I
contract.

- - The charge is a monthly charge. The additional 10 percent includes all
applications, communications, miscellaneous fees, and any line item
appearing on the monthly invoice. All credits will discontinued with the
exception of the print-back credit and the transaction credit for remote
site processing.

- --------------------------------------------------------------------------------
1996 Product Price List iv Effective March 1, 1996
<PAGE> 6

The Company has omitted here pages 1 through 64 of the text of Exhibit
C, the 1996 Product Price List, and filed the omitted portion separately with
the Securities and Exchange Commission, together with a request that it be
given confidential treatment.

<PAGE> 7

INDEX
- -----------------------------------------------------------------------------
A Access Fee--Non-TYMNET Users 16
Access Fee--TYMNET Users 16
ACCOUNT ANALYSIS 22, 41
Account Header and Detail List 10
Account Inquiry 5, 16
Account Processing 2, 22
Account Purge 21
ACCOUNT RECONCILIATION 13, 47
Account Support Fee 29, 32, 34
Account Verification 12
Accounts 1, 4, 8, 19, 21, 23
Accounts Analyzed 21
ACCOUNTS PAYABLE 4
Accounts/Records 24
ACH Debit Credited 15
ACH Intercept 18
ACH ORIGINATING 8
ACH Origination From Deposit System 8
ACH Origination From Loan System 8
ACH RECEIVING 9
ACH Return Fee 37
Active History 20
Active/Inactive Accounts 19
Addenda Record 9, 15
Additional Financial Institutions 21
Aggregate Indebtedness 21
Amended Forms 5
Annual Summary Statements 30
Application & Form Non-Compliance Fee 31
Application Interface 11
Applications 30, 33, 40
Asset/Liability 43
Association Fees 34
ATM Screen Changes 27
ATM Statement Printing Base Fee 28
ATM Terminal 28
AUDIT SERVICES 12
Authorizations 29, 32, 35, 36
Auto Check Pay 47
Auto Pay Enrollment Fee 30
Auto Payment 30
Automated Check Charge Processing 9
AUTOMATED CLEARINGHOUSE 8

B B-Notice Reporting 5
Backdating of Transactions 1
BALANCE REPORTING 14, 17
Balance Transfer Checks 31
Balance Report File Transfer Fees 17
Bank Control Print 3, 6
Bank Conversion 18
Bank Logo Set-up 36
Base Fee 4, 5, 6, 8, 9, 10, 11, 12, 15, 16, 18, 19, 20, 21
22, 27, 29, 32, 34, 41, 42
Beginning RAMIS (2 days) 42
Bond On-line Trading 47
Bonus Point Program 29
Book Transfer 17
Boxes 12
Branch Change--Automated 1
Budget Spread 10
Budget Upload (PC) 10
Business Card Features and Benefits 33
Business Hours Decal 39
Business Report Distribution 33

C CAF File Support 25
Call Report 43
CALL REPORTER I 42
Card "Destroy" Request 27
Card Activation 26, 28
Card Application Holder 30, 33
Card Issuance 29, 32
Card Production (New/Reissue) 27
Card Retrieval Request 27
Cardbase Conversion 28
Cardbase Management 25, 41
Cardholder Services 29
Cardholders 25
Cash Advance Institutions Only 34
Cash Advance Slip (3 part) 38
CASH MANAGER 21
Center Sequence (all accounts) 10
Chargeback Reporting 9, 34
Chart Comparison 10
Chart of Accounts (10)
Check Ordering-On line 1
Check Signature Plate 1
Circuits 12
CIS Customer Files 41
CIS Interface 29, 32
Closed Accounts 2
Closed Time Deposit IDs 2
Collateral Processing 6
Combined Statement Processing 22
Combined Statement Profile 22
COMMUNICATION FACILITY 12
Communication Fee 36
Communications Network Restoration 45
Compliance Fees 26, 29, 32, 34
Consolidated Quarterly Analysis 10
Consolidated Transactions 11
Consolidation Report 10
Construction Lending 47
- --------------------------------------------------------------------------------
1996 Product Price List Page 65

<PAGE> 8
INDEX
- --------------------------------------------------------------------------------

Consulting Fee 31,37,47
Consulting/Custom Programming 12,42
Control Account Support Fee 32
Control Statements 33
CONTROLLED DISBURSEMENT 15
Controller-based 20
Controller-based Teller System Support 4
Convenience Checks 31
Conversion/Consulting/Programming 7
Conversions 47
Corporate Account Support Fee 32
Corporate Customer Conversion 18
Corporate Statements 33
Corporate Trade Payment 9
Correspondence 30, 33
Cost Center Reports 10
Coupon Book Orders 6
CPU Fee 42
CRA Link 24
Credit Bureau Tapes 8
Credit Slip (2 part) 38
Credit Slip (3 part) 38
Criteria Posting 1
Crtfd Apps/Hardware Non compliance Fee 37
Crtfd Apps/Hardware Review Fee 37
CSF Statement Processing Premium 22
CURRENCY TRANSACTION REPORTING (CTR) 6
Custom File Minimum Fee 29,32,34
Custom Reporting Services 36
Custom Statement Formatter (CSF) 1
Customer Card Carrier 27
CUSTOMER INFORMATION SYSTEM (CIS) 21
Customer Match Report Only 21
Customer Match-Merge 21
Customer Profile I 22
Customer Profile II 22
CUSTOMER PROFITABILITY 23
Customer Statements and Notices 8
Customer Suspect/Purge 21
Customer-initiated ACH Transfer Fees 18
Customers 21
CUSTOMIZED SERVICES 45
Customized Statements and Notices Premium
(CSF) 8
CVV/CVC Non-compliance Fee 37
Cycle--12 Months 2

D Daily Hard Copy Reports 7
Daily Settlement Faxes 31
Data Capture 35
Data Entry From Listing 8
Data Entry Input by M&I 13
Data Entry Return/NOC Charges 8
Data Solutions 43
Data Transfer Facility (DTF) 42
Data Transmissions 37
DataBank 43
Datacenter Services 47
Deconversion Tapes 47
Delivery Charges for Rush Cards 29
Delivery/Postage 47
Deluxe ChexSystems Inquiries 1
Demand Accounts 1
Deposit Entry 34
Deposit Envelopes 38
Deposit Escrow Subaccounting 1, 3
Deposit Live Log Transactions 2, 4
Deposit Reconciliation (Plan 9) 13
Deposit Reporting 18
DEPOSIT SERVICES 1
Deposit Summary (2 part) 38
Deposit Summary (3 part) 38
Deposit System 41
Deposit User Manual 12
Depository Transfer Service 15
Detail Account Analysis 10
Detail Accounts 10
Detail Quarterly Analysis 11
Dial Terminal--WATS 25
Direct Transmission to Corporate Customer 14
DISCOUNT BROKERAGE 12
Disk Storage 43
Diskette Creation 42
Distribution 20
Documents Created 20
Documents Mailed/Transferred/Printed 20
Documents Stored in Archive 20
Documents Stored On-line 20
Dollar Item Record 9
Dormant/Paid-off Accounts 19
DSI Customer Setup 18
DTCs Created 15
Dual Account Support Fee 31

E EASE MARKETING SOLUTIONS 23
EDI RECEIVING 15
Education Services 47
EFT SERVICES 25
Electronic Warning Bulletins 30,33
Embossed, Inserted, Returned to Institution 27
Emergency Cards 29
Equipment 12
Escrow Analysis 6
Exception Processing 31,37

- --------------------------------------------------------------------------------
1996 Product Price List Page 66

<PAGE> 9

INDEX
- --------------------------------------------------------------------------------
Exception Processing--On-line 1
Existing Networks 28
Express Delivery or Special Courier 29, 32, 37
External Funds Transfer 8

F Fax Reporting 17
Fiche Retrieval 31, 37
File Adjustments 8
File Download Fees 18
File Footings and Histograms 12
File Purge Procedure (CIS) 21
File Transfer Upload Fees 18
Filing 20
FINANCIAL CONTROL (GENERAL LEDGER) 10, 41
Financial Control On-line (FCO) 11
Financial Institution Minimum Fee 29, 32, 34
Financial Statements (monthly) 11
Fine Sorting 13
FIXED ASSETS 4
Forms Non-Compliance Fee 37
Full Print of Master Records 11
Full Statement 28
Full System Administration 43
Functions Protected 6
Funds Transfer--Automated (AFT) 1

G Gold Brochures 30
Golden Retriever Systems 36
Gross Deposit 34

H Harland Telechex Inquiries 1
Held Statements 30, 33
Help Desk 35
High Density 18
High Risk Merchant Registration 38
Historical Data Storage 11
Holding Company 23
HOME DELIVERY SERVICES 25
Hypercom POS Hardware 39
Hypercom Sales Slip Restaurant 38
Hypercom Sales Slip Retail 38
Hypercom Terminal Download 37

I Imprinters 38
Inactive Site ID Fee 36
Inactive Terminal ID Fee 35
Inbound Data Exchange 14
Incoming File Report 10
Indented Chart of Accounts 10
Individual Statements 33
Individual User Manuals 12
INFO CENTER 41
INFORMATION DESKTOP 43
Information Expert 4
InFormatter 43
Initial Setup Fee 43
Inquiries 25
Inquiries and Transfers 25
Installation 25
Installation and Setup 23
Installation and Training 28
Institution 28
Institution Setup Fee 15
Instruction Sheets 5
Insurance Tapes/transmission 8
Interchange Fees 34
Interest Plan Test 2
Interface Mass Change Applications 11
Intrabank Funds Transfer Capability 16
Investor Reporting 6
Invoices 4
IPS Upload 42
IRS 1098, 1099 Processing 5
IRS 1099/1098 Form Mailing 5
IRS Government Reporting System 5
IRS Notice 972CG, Notice of Proposed Civil
Penalty 5
IRS REPORTING SERVICES 5
IRS TIN Audit Tape Report 5
Issued Items 13
Item Capture--DDA Only 45
Item Capture/Proof of Deposit 47
ITEM PROCESSING HOT SITES 45
Item Sorting/Bulkfile 47

K Keywords 2, 7

L Labels 21, 27
Large Currency Transaction Reporting 4
LETTER WRITER 19
Letters Printed 30, 33
Line of Credit Accounts 1
List 27
Listings 30, 33
Load Fee 43
Loan Realtime Transactions 4
LOAN SERVICES 6, 41
Loan Tax ID Solicitation Letters 5
Loan Transaction Detail on Combined Statements 8
Loan User Manual 12
Local Access Licensing Fees 36
Lockbox 47
Lockbox File Transfer 17
Lockbox Service 30, 33

- --------------------------------------------------------------------------------
1996 Product Price List Page 67
<PAGE> 10
INDEX
- --------------------------------------------------------------------------------

Lost/Stolen Cards 29, 32
Lost/Stolen Cards Reported 26
Low, Medium Density 18

M M&I Merchant Forms 39
Magnetic Tape Creation 21
Magnetic Tape Handling 37
Mailed Direct to Cardholder 27
Mainframe Transmission 9
MANAGEMENT INFORMATION LINK 16
Management Information Service 5
Manual Settlement Fee 10
MAPP 35
MAPP Microfiche Recreates 38
MAPP Monthly Operating Fee 38
MAPP On-line Access 38
MAPP RJE File Fee 38
Marketing (CIS) 21
Marketing Inserts 27
Mass Changes 2,7
Mass Reissue and Instant Issue 27
Master File Unload Tapes 2, 8, 12
MasterCard 30
MasterCard Connectivity Fee 29, 34
Matrix Reports/Report Writer 11
MCIF 23
Merchant Agreement 39
Merchant Application 39
Merchant Billing Form 39
Merchant Forms "Form Grid" and Users Guide 39
Merchant Maintenance Form 39
Merchant Plate & Plastic Order Form 39
Merchant POS Operating Materials 40
Merchant Set-up Form 39
Merchant Statement Message Form 39
Merchant Supply Requisition Form 39
Messages Sent 20
MICARD Business and Purchase Cards 32
MICARD Certified PC Software 40
MICARD Certified POS Hardware 39
MICARD Credit Cards 29
MICARD Merchant Services 34
MICARD Merchant Supplies 38
MICARD Special Services 47
MICASH Control System 17
MICASH Control System Platform 17
Microfiche 2, 4, 5, 6, 7, 10, 11, 12, 13, 22, 23, 27
Microfilming 16
Midcycle Account Setup 13
Midcycle Statements 14
Mini Statement 28
Miscellaneous Account Profile 22
Miscellaneous Account Update 22
Miscellaneous Accounts to History 21
Miscellaneous Charges 36
Miscellaneous Fees 31, 33, 37
Money Center Inquiry 16
Money Center Screen Creation 16
Money Market Accounts 1
Money Talks 25
Monthly Discount ACH Billing 34
Monthly Hard Copy Reports 7
Multi-page Statement 33
Multibank Account Inquiry 16
Multiple Session Manager (TPX) 47
Multiple Statements 13
Multiple/Foreign Listings 30, 33

N NACHA File Transfer 17
NACHA Format Tape 8
NACHA Format Transmission 8
Name and Address List, Labels, and 3x5 Cards 3, 4, 5, 7, 27
National Data Corporation 35
Negative File/Positive Files 26
Net Deposit 34
Network Administration Fee 25
Network Support 12
New Interest Rate Exceptions 3
New Merchant Setup Kit 38
New Network Certification 28
Nightly Batch Printed Letters 19
Nonstandard File (new sending point) 9
Nonstandard Translated Data 15
NOTE PAD 19
NOW Accounts 1

O Off-line Institution Premium 27
OFFICE COMMUNICATIONS 20
On-Line Account Inquiry 11
ON-LINE COLLECTIONS/QUEUING 19
ON-LINE INQUIRY GENERATOR 19
On-line Report Inquiry 11
On-line Return Processing 10
ON-LINE SERVICES 4
On-line Statement Requests 22
On-line Transaction History 11
On-line Transactions 5
Operational Review 47
Optical Retention--Statement Viewing 43
Optical Storage--10 Years 43
Optical Storage--7 Years 43
Original Issue Discount 3
Outbound Data Exchange 14

- --------------------------------------------------------------------------------
1996 Product Price List Page 68

<PAGE> 11
INDEX
- --------------------------------------------------------------------------------
Outdoor Aluminum Sign 39
Outstanding No-book Transactions 4
Overlimit Notices 30,33

P Paper Draft Entry 34
Paper Supplies and Printer Ribbon 38
Partial System Administration 43
Past Due Notices 30, 33
Payment 30, 33
Payment Entry 30, 33
PC ACH 17
PC ACH and NACHA File Transfer Fees 17
PC Entry Through PC ACH Treasury
Connection 9
PC Help Desk 35
PC Software Manuals 40
PC, LAN, and WAN Recovery 45
PC-based 20
PIN Mailers 29, 32
PIN Production and Mailing 26
Plan 1 13
Plan 2 13
Plan 3 13
Plastic Deposit Cards 38
Plastic Tent Sign 39
Plastic Trays 39
Plastics 29, 32
PLATFORM SERVICES 20
Point-of-sale (POS) 25
Ported Systems 47
Positive Balance Authorization 26
Positive or Negative Verification 12
Postage 29, 30, 32, 33, 34, 42
Print Immediate Letters 19
Product Coversion--Automated 2
Product Development 47
Product Support 47
Profit Improvement 47
Programming and Development 47
Proof Encoding 47
Prospects 20

R RAMIS Application Extracts 41
RAMIS Courses 42
RAMIS Download Facility 42
RAMIS Usage 42
Recon Issued 18
Recon Paid 18
Recon Paid File Transfer 17
Recovery Planning Consulting Services 45
Reload Terminal 27
Remote Item Capture Credit 41
Remote Report Printing Credit 41
REMOTE SITE SUPPORT 41
Report Edge 43
Reports 2, 7, 15, 16, 22, 27
Request Fee 21
Reruns 27, 47
Research 31, 37
Restaurant Check Presenter 39
Retention 2
Reversal of Transactions 3
Revolving Credit With Check Access Premium 7
RIM Microfiche 3
Rush Fee (Set-up, Billing, Maintenance, etc.) 31, 37

S SAFE DEPOSIT 12
Sale of Servicing 7
Sales Draft Holder 39
Sales Session Results 20
Sales Slip (2 part) 38
Sales Slip (3 part) 38
Sales/Credit Slip (Oil/T&E) 38
Salespartner Maintenance Fee 20
Salespartner Software License 20
Salespartner Usage Fees 20
Salestracking 41
Savings Accounts 1
Schedule CMR 3
Screen Update Capability 16
Seasonal Screen Maintenance 27
Semiannual/Annual Hard Copy Reports 7
Service Charge Support 28
Service Charge Test 3
Service Charging 27
Services (TIRS) 36
Services Continuity Consulting 45
Shared Voice Response Unit (VRU) 25
Six-day Processing 3, 7, 11
Software Applications 42
Special Statements 14
Specialized Data Entry 47
Standard Descriptions 11
STAR VIEW 43
Statement Insert 30, 33
Statement Premium 22
Statement Printing 28
Statement Processing 22
Statement Rendering 47
Statements 8, 22, 30, 33, 34
Stop Payment 17
Stop Payment Entry Capability 16
Subledger Reports 11
Summary of Deposits 3

- -------------------------------------------------------------------------------
1996 Product Price List Page 69
<PAGE> 12
INDEX
- -------------------------------------------------------------------------------
Summary Report Inquiry 15
Sunday On-line Availability 4
Supermarket Registration Fee 37
Supplies 30, 33
Supplies-Partnership Plus 47
Sweep Report 3

T Tables for Interface (control totals) 11
Table Creation 47
Table Handling 22
Tape or Transmission 9
Tape Output 14
Tape Storage 43
Tape/Transmission Processing 8
Tape: Standard NACHA File (new sending point)9
Tax ID Name/Address List 5
Tax ID Number Report 5
Taxpayer Information Service 5
TeleMoney 36
TeleMoney Dial Batch Service 37
Teller Cassettes/Diskettes Maintenance 47
Teller Platform Systems 20
Teller Trial Balance 4
Tellerink 4
Temporary Rush Cards 29
Terminal Conversion Fee 37
Terminal Download Programming 37
Terminal Repairs 38
Terminal Support 25
Test Bank 47
Through a Third-party Network 14
Tickler Items 19
TICKLER SYSTEM 19
Time Deposit Audit Report 3
Time Deposit IDs 1
To a Third Party 14
Touch-tone Balance Reporting (audio response
unit) 17
Training 18, 23, 31, 37, 42
Transaction (MRA) Reject Fee 37
Transaction 15
Transaction Authorization (On Us) 26
Transaction Authorization/Settlement 26
Transaction Code Usage Report 3
Transaction Information Retrieval 36
Transaction Journal Daily (Snapshot) 11
Transaction Journal-Daily 3
Transaction Processing 1, 29, 32, 34
Transaction Retention 2
Transaction Switching/Routing 25
Transaction/Exception Item Retention 13
Transactions 4, 8, 9, 10, 12, 16, 18
Transfers 25
Translated Addenda 15
Translated EDI 18
Transmission 15, 22
Transmission Fees 17,41
Transmission Output 14
Transmission Setup 15
Transmissions-Activity/Balances 27
Transmit Direct to Bank 14
Travel 47
TREASURY CONNECTION 17
TREM (combination ACH/PAC processing)9
Trial Balance 3, 12
Trust Escrow Report 3
TYMNET COMMUNICATIONS NETWORK 18

U Ultra Graphics-Production Cost Only 29,32
USER MANUALS 12
USER-DEFINED SECURITY 6

V Vendors 4
Verifone Common Accessories 40
Verifone POS Hardware 39
Verifone Printer 250 Paper (2 ply) 38
Verifone Printer 250 Ribbon 38
VISA Check Card or MasterMoney 26
VISA/MasterCard Signage 39
VISA/MC Decals 39
VISANET 35
VISANET OLA Fee 38
VISANET OLI Fee 38
VISANET POS/PORT 40
VISANET Transaction File Delivery 38

W W-9s 5
Weekly Hard Copy Reports 7
Wire Transfer 17

Z ZIP+4 CASS Delivery Point Certification 22

- -------------------------------------------------------------------------------
1996 Product Price List Page 70

<PAGE> 1

EXHIBIT 23.2

Independent Auditors' Consent

We consent to the use in this Registration Statement of Community Central Bank
Corporation (the "Company") on Amendment No. 2 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

September 16, 1996

<PAGE> 1
EXHIBIT 24

COMMUNITY CENTRAL BANK CORPORATION

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Harold W. Allmacher and Richard J. Miller, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution, and resubstitution for the undersigned and in the undersigned
name, place and stead, in any and all capacities, to sign each amendment to the
Registration Statement on Form SB-2 filed by Community Central Bank Corporation
with the Securities and Exchange Commission (Commission file number 333-4113),
and any supplemental or other registration statements for registering
additional shares of Community Central Bank Corporation's Common Stock for sale
as part of the same offering for which such Form SB-2 registration statement
was filed, and any and all amendments thereto, and to file the same with the
Securities and Exchange Commission, and any state securities agencies, granting
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: July 19, 1996

/s/ Harold W. Allmacher /s/ Philip E. Greco
- ----------------------- -------------------------------
Harold W. Allmacher Philip E. Greco

/s/ Gebran S. Anton /s/ Bobby L. Hill
- ----------------------- -------------------------------
Gebran S. Anton Bobby L. Hill

/s/ Joseph Catenacci /s/ Joseph F. Jeanette
- ----------------------- -------------------------------
Joseph Catenacci Joseph F. Jeanette

/s/ Raymond Contesti /s/ Richard J. Miller
- ----------------------- -------------------------------
Raymond Contesti Richard J. Miller

/s/ Salvatore Cottone /s/ Dean S. Petitpren
- ----------------------- -------------------------------
Salvatore Cottone Dean S. Petitpren

/s/ Celestina Giles /s/ Carole L. Schwartz
- ----------------------- -------------------------------
Celestina Giles Carole L. Schwartz