COMMUNITY CENTRAL BANK CORP, 424B3, 1996-09-24

COMMUNITY CENTRAL BANK CORP
424B3, 1996-09-24
STATE COMMERCIAL BANKS

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<PAGE> 1
Filed Pursuant To Rule 424(b)(3)
Registration Statement No. 333.04113

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.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1)(2) COMPANY(2)(3)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................. $10.00 $0.80 $9.20
- -------------------------------------------------------------------------------------------------------
Total(2).............................. $10,000,000 $800,000 $9,200,000
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

(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 September 26, 1996.
------------------

(RONEY & CO. LOGO)
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 23, 1996.
<PAGE> 2

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.

2
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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.

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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

4
<PAGE> 5
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 W. 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

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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."

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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> 9

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> 10

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> 11

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> 12

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> 13

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> 14

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> 15

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> 16

<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> 17

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> 18

<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> 19

(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> 20

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> 21

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> 22
<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> 23

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> 24

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> 25

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.

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<PAGE> 26

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> 27

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.

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<PAGE> 28

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> 29
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> 30

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> 31

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> 32

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> 33

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> 34

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> 35

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> 36

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> 37

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> 38

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

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 DECEMBER 22, 1996, 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
--------------------------
(LOGO)/----

September 23, 1996

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