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                                                                    Exhibit 99.1

                                1,265,000 SHARES

                             DEARBORN BANCORP, INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                                   July 20, 2004

Oppenheimer & Co. Inc.
Howe Barnes Investments, Inc.
      As Representatives of the Underwriters
      named in Schedule I
c/o Oppenheimer & Co. Inc.
300 River Place
Suite 400
Detroit, MI 48207

Dear Sirs:

      The undersigned, Dearborn Bancorp, Inc., a Michigan corporation (the
"Company"), hereby confirms its agreement with Oppenheimer & Co. Inc.
("Oppenheimer") and Howe Barnes Investments, Inc., as Representatives of the
Underwriters named in Schedule I, as follows:

      1. INTRODUCTION. The Company proposes to issue and sell to the
Underwriters, jointly and not severally, 1,265,000 shares (the "Firm Stock") of
the Company's common stock (the "Common Stock"). In addition, solely for the
purpose of covering over-allotments, the Company proposes to grant to the
Underwriters the option to purchase an additional 189,750 shares of Common Stock
(the "Additional Stock"). The Firm Stock and the Additional Stock are sometimes
collectively referred to herein as the "Stock." The Stock is more fully
described in the Prospectus referred to below.

      2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      The Company represents and warrants to the Underwriters that:

            (a) The Company has filed with the Securities and Exchange
      Commission (the "Commission") a registration statement on Form S-2 (No.
      333-116857), as amended by Amendment No. 1 thereto, including any related
      preliminary prospectus ("Preliminary Prospectus"), under the Securities
      Act of 1933, as amended (the "Act"), and has filed a registration
      statement on Form S-2 (No. 333-117502) pursuant to Rule 462(b) under the
      Act that incorporates the Corporation's Registration Statement on Form S-2
      (No. 333-116857), for the registration of the Stock under the Act. The
      Company and the transaction
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      contemplated hereby meet all of the requirements and comply with all of
      the conditions for registering the Stock with the Commission on a
      registration statement on Form S-2. Except as the context may otherwise
      require, such registration statements, as amended, on file with the
      Commission at the time the registration statements became effective
      (including the prospectus, financial statements, schedules, exhibits, and
      all other documents incorporated by reference therein or filed as a part
      thereof) collectively are herein called the "Registration Statement," and
      the prospectus, in the form filed with the Commission pursuant to Rule
      424(b) of the General Rules and Regulations of the Commission under the
      Act (the "Regulations"), is herein called the "Prospectus." The term
      "Preliminary Prospectus" means each prospectus included in such
      Registration Statement before it became effective under the Act and any
      prospectus filed by the Company with the consent of Oppenheimer pursuant
      to Rule 424(a) of the Regulations. Reference made herein to any
      Preliminary Prospectus or to the Prospectus shall be deemed to refer to
      and include any documents incorporated by reference therein and any
      document attached as an exhibit thereto, as of the date of such
      Preliminary Prospectus or the Prospectus, as the case may be.

            (b) Each Preliminary Prospectus, at the time of filing thereof,
      contained all material statements which were required to be stated therein
      in accordance with the Act and the Regulations, and conformed in all
      material respects with the requirements of the Act and the Regulations,
      and did not include any untrue statement of a material fact or omit to
      state any material fact required to be stated therein or necessary to make
      the statements therein, in light of the circumstances under which they
      were made, not misleading; provided that the documents attached thereto as
      an exhibit are subject to subparagraph (g), below. All contracts and other
      documents required to be filed as exhibits to the Registration Statement
      have been filed with the Commission as exhibits to the Registration
      Statement. The Commission has not issued any order suspending or
      preventing the use of any Preliminary Prospectus. The Registration
      Statement at the time it became effective and the Prospectus at the time
      it is filed with the Commission pursuant to Rule 424(b) of the Regulations
      and on the Closing Date as defined herein, as then amended or
      supplemented, will contain all material statements which are required to
      be stated therein, respectively, in accordance with the Act and the
      Regulations and will conform to the requirements of the Act and the
      Regulations, and the Registration Statement and the Prospectus will not,
      on such dates (as then amended or supplemented), include any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary to make the statements therein, in light
      of the circumstances under which they were made, not misleading; provided,
      however, that no representations or warranties under this paragraph (b)
      are made with respect to statements or omissions made in reliance upon and
      in conformity with written information furnished to the Company by you
      with respect to the Underwriters expressly for use in connection with any
      Preliminary Prospectus, the Registration Statement or Prospectus, or any
      amendment thereof or supplement thereto.

            (c) Each of the Company and the subsidiaries of the Company as
      listed on Schedule II hereto (collectively, the "Subsidiaries") has been
      duly organized and is validly existing as a corporation or trust in good
      standing under the laws of the jurisdiction of its organization, with all
      requisite corporate or trust power and authority, as the case may be, and
      all necessary authorizations, consents, approvals, orders, licenses,
      grants, certificates,


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      and permits of and from all governmental regulatory officials and bodies,
      to own their properties and to conduct their businesses as described in
      the Prospectus, or are subject to no material liability or disability by
      reason of the failure to have any such authorization, consent, approval,
      order, license, grant, certificate or permit, and the Company has all such
      power, authority, authorizations, consents, approvals, orders, licenses,
      certificates, and permits appropriate or desirable to enter into this
      Agreement and to carry out the provisions and conditions hereof and the
      transactions contemplated hereby. The Company and each of the Subsidiaries
      are duly qualified to transact business in all jurisdictions in which the
      conduct of their business requires such qualification. The Company and the
      Subsidiaries own, or possess adequate rights to use, all patents,
      trademarks, service marks, copyrights, trademarks, trade secrets and
      rights necessary for the conduct of their businesses as described in the
      Prospectus and none of them has received any notice and is not otherwise
      aware of any conflict with the asserted rights of others, and the Company
      knows no basis therefor.

            (d) The Subsidiaries are the only subsidiaries, direct or indirect,
      of the Company. The outstanding shares of capital stock of each of the
      Subsidiaries that is a corporation have been duly authorized and validly
      issued, are fully paid and nonassessable, except to the extent shares of
      capital stock of Community Bank of Dearborn, a Michigan banking
      corporation (the "Bank"), may be deemed assessable under 12 U.S.C. Section
      1831o, or Sections 3803 or 3807 of the Michigan Banking Code, and, to the
      extent set forth in Schedule II hereto, are owned by the Company or
      another Subsidiary free and clear of all liens, encumbrances and equities
      and claims; and no options, warrants or other rights to purchase,
      agreements or other obligations to issue or other rights to convert any
      obligations into shares of capital stock or other ownership interests in
      the Subsidiaries are outstanding.

            (e) The Company and its Subsidiaries have good and marketable title
      in fee simple to, or valid and enforceable leasehold estates in, all items
      of real and personal property which are stated in the Registration
      Statement and Prospectus to be owned or leased by them, in each case free
      and clear of all liens, encumbrances, claims, security interests and
      defects, other than those which are referred to in the Registration
      Statement and the Prospectus, other than the security interest of the
      Federal Home Loan Bank of Indianapolis, and other than those which do not
      have a material adverse effect on the business, condition or prospects of
      the Company and the Subsidiaries, taken as a whole.

            (f) There is no litigation or governmental proceeding pending or
      threatened against, or involving the assets, properties or business of, or
      the franchises, permits, grants, approvals, orders, or licenses of, the
      Company or the Subsidiaries which might in the aggregate materially and
      adversely affect the value or the operations of any such properties,
      business or assets of the Company and the Subsidiaries, taken as a whole,
      except as referred to in the Registration Statement and the Prospectus.

            (g) The documents incorporated by reference in the Registration
      Statement and the Prospectus, when they were filed with the Commission,
      conformed in all material respects to the requirements of the Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
      regulations of the Commission thereunder, and none of


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      such documents contained or, except as modified or superseded by the
      Prospectus, contains an untrue statement of a material fact or omitted or,
      except as modified or superseded by the Prospectus, omits or will omit to
      state a material fact therein or necessary to make the statements therein
      not misleading.

            (h) Except as otherwise disclosed in the notes thereto or the
      reports thereon, the combined consolidated financial statements and
      related schedules of the Company and the Subsidiaries included in the
      Registration Statement and Prospectus fairly present the financial
      position and the consolidated results of operations of the Company and the
      Subsidiaries at the respective dates and for the respective periods to
      which they apply; such financial statements and related schedules have
      been prepared in conformity with generally accepted accounting principals,
      consistently applied throughout the periods involved; and all adjustments
      necessary for a fair presentation of results for such periods have been
      made. The summary financial and statistical data included or incorporated
      by reference in the Registration Statement and the Prospectus present
      fairly the information shown therein and such data have been compiled on a
      basis consistent with the financial statements presented therein and the
      books and records of the company.

            (i) Crowe Chizek and Company LLC, whose reports with respect to the
      Company and the Subsidiaries are filed with the Commission as a part of
      the Registration Statement and the Prospectus, are independent certified
      public accountants as required by the Act and the Regulations.

            (j) There has been no material adverse change in the condition,
      prospects or business of the Company and the Subsidiaries taken as a
      whole, financial or otherwise, from that on the latest dates as of which
      such condition, prospect or business is set forth in the Registration
      Statement and the Prospectus except as referred to therein; and the
      capitalization, prospects and the business of the Company conform to the
      descriptions thereof contained in the Registration Statement and
      Prospectus.

            (k) No default exists, and no event has occurred which, with notice
      or lapse of time, or both, would constitute a default or result in an
      acceleration in the due performance and observance of any term, covenant
      or condition of any indenture, mortgage, deed of trust, note, bank loan or
      credit agreement or any other material agreement, understanding or
      instrument to which the Company or one of the Subsidiaries is a party or
      by which any of them or any of their properties may be bound or affected
      (including, without limitation, any agreement or instrument filed as an
      exhibit to the Registration Statement or to any document incorporated by
      reference in the Registration Statement), except for any such breaches or
      defaults which, individually or in the aggregate, would not reasonably be
      expected to have a material adverse effect on the Company and the
      Subsidiaries taken as a whole or prevent the sale of the Stock by the
      Company to the Underwriters in accordance with this Agreement or the
      Company's compliance with, or performance of its obligations under, the
      terms and provisions of this Agreement (any of such effects, a "Material
      Adverse Effect").

            (l) Neither the Company nor any of the Subsidiaries is in violation
      of (i) any term or provision of its articles of incorporation, bylaws or
      declaration of trust, as


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      applicable, or (ii) any franchise, license, grant, permit, judgment,
      decree, order, statute, rule or regulation, except for, in the case of
      this clause (ii), any such violations which, individually or in the
      aggregate, would not reasonably be expected to have a Material Adverse
      Effect.

            (m) Neither the execution and delivery of this Agreement, the
      consummation of the transactions herein contemplated, nor compliance with
      the terms and provisions hereof, will (i) conflict with, result in a
      breach of, or constitute a default under any of the terms, provisions or
      conditions of, (A) the articles of incorporation or bylaws of the Company
      or the articles of incorporation, bylaws or declaration of trust, as
      applicable, of any of the Subsidiaries or (B) any material agreement or
      instrument to which any of them is a party or by which any of them is
      bound (including, without limitation, any agreement or instrument filed as
      an exhibit to the Registration Statement or to any document incorporated
      by reference in the Registration Statement) or (ii) violate any franchise,
      license, permit, grant, judgment, decree, order, statute, rule or
      regulation of any government, governmental instrumentality or court,
      except for, in the case of clauses (i)(B) or (ii), any such conflicts,
      breaches, defaults or violations which, individually or in the aggregate,
      would not reasonably be expected to have a Material Adverse Effect.

            (n) The Company has authorized capital stock as set forth in the
      Prospectus. No preferred stock has been authorized by the Company. All of
      the issued shares of Common Stock of the Company are duly and validly
      authorized, issued and outstanding, fully paid and nonassessable, and free
      of preemptive rights, and the Stock, when issued and delivered in
      accordance with this Agreement, will be duly and validly authorized,
      issued and outstanding, fully paid and nonassessable, and free of
      preemptive rights. The Company's Common Stock and other securities conform
      to all statements in relation thereto contained in the Registration
      Statement and Prospectus.

            (o) Subsequent to the respective dates as of which information is
      given in the Registration Statement and the Prospectus, and except as may
      otherwise be indicated or contemplated herein or therein, neither the
      Company nor any of the Subsidiaries, has (i) issued any securities or
      incurred any liability or obligation, direct or contingent, for borrowed
      money, other than in the ordinary course of business, (ii) entered into
      any transaction not in the ordinary course of business that is required to
      be disclosed in the Registration Statement, (iii) entered into any
      transaction with an affiliate of the Company required to be disclosed in
      the Registration Statement, or (iv) declared or paid any dividend on its
      shares of capital stock. The Company and the Subsidiaries have no material
      contingent obligations which are not disclosed in the Company's financial
      statements which are included in the Registration Statement.

            (p) The Company has obtained from all of its executive officers and
      directors their written agreement that for a period of 120 days from the
      date of this Agreement they will not, without your prior written consent,
      sell, contract to sell or grant any option for the sale of or otherwise
      dispose of, directly or indirectly, of any shares of Common Stock of the
      Company (or any securities convertible into or exercisable for such shares
      of Common Stock) owned by them, except as provided herein or in the
      Registration Statement, and


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      except for bona fide gifts to persons who agree in writing with you to be
      bound by this clause.

            (q) No person holds a right (which has not been waived, in writing),
      to (i) require or participate in the registration under the Act of the
      Stock to be affected by the Registration Statement, or (ii) require any
      other registration statement to be filed in connection with any capital
      stock of the Company within 120 days from the date of this Agreement
      without your prior written consent.

            (r) This Agreement has been duly and validly authorized, executed
      and delivered by the Company.

            (s) Neither the Company nor any of the Subsidiaries is involved in
      any labor dispute which would reasonably be expected to have a Material
      Adverse Effect and no such dispute is threatened.

            (t) The Company and the Subsidiaries have filed all Federal, state,
      local and foreign tax returns which are required to be filed by any of
      them or have requested extensions thereof and have paid all taxes shown on
      such returns and all assessments received by any of them to the extent
      that the same have become due. All tax liabilities have been adequately
      provided for in the financial statements of the Company, and the Company
      does not know of any actual or proposed additional material tax
      assessments except as described in the Prospectus.

            (u) Except for the order of the Commission declaring the
      Registration Statement effective and permits and similar authorizations
      required under the securities or Blue Sky laws of certain jurisdictions,
      no consent, authorization, or approval is required from any Federal, state
      or local governmental agency or body in connection with this Agreement and
      the transactions contemplated hereby other than such consents,
      authorizations or approvals as have been obtained.

            (v) None of the Company, the Subsidiaries or any officer, director
      or employee of the Company or the Subsidiaries has made any payment of
      funds of the Company or any of the Subsidiaries or purchased any property
      with funds of the Company or any of the Subsidiaries in a manner
      prohibited by law, and no funds of the Company or any of the Subsidiaries
      or property purchased with funds of the Company or any of the Subsidiaries
      have been set aside to be used for any payment prohibited by law. There
      are no affiliations or associations between any member of the National
      Association of Securities Dealers, Inc. (the "NASD") and any of the
      Company's officers, directors or 5% or greater security holders, except as
      set forth in the Registration Statement.

            (w) The Company has submitted a Notification Form: Listing of
      Additional Shares, relating to the Stock, with Nasdaq.

            (x) Neither the Company nor any of the Subsidiaries nor any
      affiliate of either of them has taken, and they will not take, directly or
      indirectly, any action designed to cause or


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      result in, or which has constituted or which might reasonably be expected
      to constitute, the stabilization or manipulation of the price of the
      Company's Common Stock in order to facilitate the sale or resale of the
      Stock. The Company acknowledges that the Underwriters may engage in
      passive market making transactions in the Common Stock in accordance with
      Regulation M under the Exchange Act.

            (y) Except as disclosed on Schedule III, neither the Company nor any
      of the Subsidiaries owns any shares of stock or any securities of any
      corporation, except debt securities acquired in the ordinary course of
      business, or has any equity interest in any firm, partnership, association
      or other entity.

            (z) The Company, for the past two years, has filed all reports,
      proxy statements and other information, and all amendments to previously
      filed reports, proxy statements and other information, required to be
      filed by it pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

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

            (bb) The Company and each of its Subsidiaries maintains a system of
      internal accounting controls sufficient to provide reasonable assurances
      that (i) transactions are executed in accordance with management's general
      or specific authorization; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain accountability for assets;
      (iii) access to material assets is permitted only in accordance with
      management's general or specific authorization; and (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any differences.

            (cc) The Company and each of its Subsidiaries carry, or are covered
      by, insurance in such amounts and covering such risks as it believes is
      adequate for the conduct of their respective businesses and the value of
      their respective properties; and neither the Company nor any of the
      Subsidiaries has any reason to believe that any of them will not be able
      to renew its existing insurance coverage as and when such coverage expires
      or to obtain similar coverage from similar insurers as may be necessary to
      continue its business.

            (dd) The Company and each Subsidiary, and each of their respective
      "pension plans" (as defined in the Employee Retirement Income Security Act
      of 1974, as amended, including the regulations and published
      interpretations thereunder ("ERISA")), are in compliance in all material
      respects with all currently applicable provisions of ERISA; no "reportable
      event" (as defined in ERISA) has occurred with respect to any "pension
      plan" (as defined in ERISA) for which the Company or any Subsidiary would
      have any liability; neither the Company nor any of its Subsidiaries has
      incurred, and neither the Company nor any of its Subsidiaries expects to
      incur, liability under (i) Title IV of ERISA with respect to


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      termination of, or withdrawal from, any "pension plan" or (ii) Sections
      412 or 4971 of the Internal Revenue Code of 1986, as amended, including
      the regulations and published interpretations thereunder (the "Code"); and
      each "pension plan" for which the Company or any Subsidiary would have any
      liability that is intended to be qualified under Section 401(a) of the
      Code is so qualified in all material respects and nothing has occurred,
      whether by action or by failure to act, which would cause the loss of such
      qualification.

            (ee) (i) The Company has established and maintains disclosure
      controls and procedures (as such term is defined in Rule 13a-14 under the
      Exchange Act); (ii) such disclosure controls and procedures are designed
      so that information required to be disclosed by the Company in the reports
      it files or submits under the Exchange Act is accumulated and communicated
      to the Company's management, including its principal executive officer and
      its principal financial officer, as appropriate, to allow timely decisions
      regarding disclosure; and (iii) such disclosure controls and procedures
      are effective in all material respects to perform the functions for which
      they were established.

            (ff) Since the date of the filing of the Company's Quarterly Report
      on Form 10-Q for the quarter ended March 31, 2004, the Company's auditors
      and the audit committee of the Company have not been advised of (i) any
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the Company's ability to record, process,
      summarize and report financial data nor any material weaknesses in
      internal controls; and (ii) any fraud, whether or not material, that
      involves management or other employees who have a significant role in the
      Company's internal controls.

            (gg) Since the date of the filing of the Company's Quarterly Report
      on Form 10-Q for the quarter ended March 31, 2004, there have been no
      significant changes in internal controls or in other factors that could
      significantly affect internal controls, including any corrective actions
      with regard to significant deficiencies and material weaknesses.

            (hh) The chief executive officer and the chief financial officer of
      the Company have made all certifications required by the Sarbanes-Oxley
      Act of 2002 (the "Sarbanes-Oxley Act") and any related rules and
      regulations promulgated by the Commission, and the statements contained in
      any such certification are complete and correct; the Company is otherwise
      in compliance in all material respects with all applicable effective
      provisions of the Sarbanes-Oxley Act.

      3. PURCHASE, SALE AND DELIVERY OF THE STOCK. On the basis of the
representations and warranties herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to the Underwriters,
jointly and not severally, and the Underwriters, jointly and not severally,
agree to purchase from the Company, the Firm Stock at the purchase price of
$24.44 per share as set forth in Schedule I.

      Payment for the Firm Stock shall be made by wire transfer to an account
specified by the Company upon delivery of the Firm Stock to you for the account
of the several Underwriters. Such


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delivery and payments shall be made at 10:00 A.M., Detroit Time, on the third
business day following the date of this Agreement or at such other time as shall
be agreed upon among us. The hour and date of such delivery and payment are
herein called the "Closing Date."

      In addition, on the basis of the representations and warranties herein
contained, but subject to the terms and conditions herein set forth, the Company
grants to the several Underwriters the option to purchase, severally and not
jointly, up to 189,750 shares of the Additional Stock as may be necessary to
cover over-allotments, at the same purchase price to be paid by the several
Underwriters to the Company for the Firm Stock as set forth in the first
paragraph of this Section 3, and in the proportion set forth in Schedule I. The
option may be exercised at any time (but not more than once) on or before the
thirtieth day following the effective date of the Registration Statement by
written notice by Oppenheimer to the Company. Such notice shall set forth the
aggregate number of shares of Additional Stock as to which the options are being
exercised, the name or names in which the shares of Additional Stock are to be
registered, the denominations in which the Additional Stock are to be issued,
and the date and time, as reasonably determined by you, when the Additional
Stock is to be delivered (such date and time being herein sometimes referred to
as the "Additional Closing Date"); provided, however, that the Additional
Closing Date shall not be earlier than the Closing Date nor earlier than the
second business day after the date on which the option shall have been exercised
nor later than the eighth business day after the day on which the option shall
have been exercised.

      Payment for the Additional Stock shall be made by wire transfer to an
account specified by the Company upon delivery of the Additional Stock to you.

      The Company shall not be obligated to sell or deliver any shares of Firm
Stock or Additional Stock except upon tender of payment by you for all the Firm
Stock or Additional Stock, as the case may be, agreed to be purchased by you
hereunder.

      4. OFFERING. The Underwriters are to make a public offering of the Stock
as soon, on or after the effective date of the Registration Statement, as you
deem it advisable so to do. During the offering, the Stock is to be offered to
the public at the public offering price set forth on the cover page of the
Prospectus (such price being herein called the "public offering price"). After
completion of the offering, you may from time to time thereafter increase or
decrease the public offering price to such extent as you may determine.

      5. COVENANTS OF THE COMPANY.

      The Company covenants that it will:

            (a) Will notify you immediately, and confirm the notice in writing,
      (i) of the issuance by the Commission of any stop order or of the
      initiation, or the threatening, of any proceedings for that purpose, and
      (ii) of the receipt of any comments from the Commission. The Company will
      make every reasonable effort to prevent the issuance of a stop order, and,
      if the Commission shall enter a stop order at any time, the Company will
      make every reasonable effort to obtain the lifting of such order at the
      earliest possible moment.


                                       9
<PAGE>
            (b) During the time when a prospectus is required to be delivered
      under the Act, comply so far as it is able with all requirements imposed
      upon it by the Act, as now and hereafter amended, and by the Regulations,
      as from time to time in force, so far as necessary to permit the
      continuance of sales of or dealings in the Stock in accordance with the
      provisions hereof and the Prospectus. If at any time when a prospectus
      relating to the Stock is required to be delivered under the Act any event
      shall have occurred as a result of which, in the opinion of counsel for
      the Company or counsel for the Underwriters, the Registration Statement or
      Prospectus as then amended or supplemented includes an untrue statement of
      a material fact or omits to state any material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, or if it is
      necessary at any time to amend or supplement the Registration Statement or
      Prospectus to comply with the Act, the Company will notify you promptly
      and prepare and file with the Commission an appropriate amendment or
      supplement in form satisfactory to you. The cost of preparing, filing and
      delivering copies of such amendment or supplement shall be paid by the
      Company, unless such untrue statement or omission is made in reliance upon
      and in conformity with the written information furnished to the Company by
      you with respect to the Underwriters expressly for use in connection with
      the Registration Statement or Prospectus.

            (c) Deliver to each of the Underwriters such number of copies of
      each Preliminary Prospectus as it may reasonably request and deliver to
      each of the Representatives one signed copy of the Registration Statement,
      including exhibits, and all post-effective amendments thereto and deliver
      to you such number of copies of the Prospectus, the Registration Statement
      and supplements and amendments thereto, if any, as you may reasonably
      request for the purposes contemplated by the Act.

            (d) Endeavor in good faith, in cooperation with you, at or prior to
      the time the Registration Statement becomes effective, to qualify the
      Stock for offering and sale under the securities laws relating to the
      offering or sale of the Stock in such jurisdictions as you may reasonably
      designate; provided that no such qualification shall be required in any
      jurisdiction where, as a result thereof, the Company would be subject to
      service of general process or taxation or be required to qualify to do
      business as a foreign corporation where it is not now so qualified. In
      each jurisdiction where such qualification shall be affected, the Company
      will, unless you agree that such action is not at the time necessary or
      advisable, file and make statements or reports at such times as may
      reasonably be required by the laws of such jurisdiction. The Company will,
      from time to time, prepare and file such statements, reports and other
      documents as are or may be required to continue any such qualifications in
      effect for so long a period as Oppenheimer may reasonably request for
      distribution of the Stock.

            (e) Make generally available to its security holders as soon as
      practicable, but not later than the first day of the fifteenth full
      calendar month following the effective date of the Registration Statement
      (as defined in Rule 158(c) of the Regulations), an earning statement of
      the Company (which need not be certified by independent certified public
      accountants unless required by the Act or the Regulations, but which shall
      satisfy the provisions of Section 11(a) of the Act including, Rule 158 of
      the Regulations).


                                       10
<PAGE>
            (f) For a period of 120 days after the date of this Agreement, not
      issue, sell, contract to sell, grant any option for the sale of or
      otherwise dispose of, directly or indirectly, any shares of Common Stock
      of the Company (or securities convertible into or exercisable for such
      Common Stock) other than the Firm Stock and Additional Stock (if
      applicable) being sold by the Company without the prior written consent of
      Oppenheimer, other than options and Common Stock granted and/or issued to
      officers, directors or employees from time to time in the ordinary course
      of business pursuant to employment agreements and stock option or stock
      bonus plans currently in effect.

            (g) For a period of three years from the effective date of the
      Registration Statement furnish you with the following:

                  (i) as soon as practicable after they have been sent to
            shareholders of the Company or filed with the Commission, three
            copies of each annual and interim financial and other report or
            communications sent by the Company to its shareholders or filed with
            the Commission;

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

                  (iii) such additional documents and information with respect
            to the Company as you may from time to time reasonably request,
            including without limitation, information to comply with Rule
            15c2-11 of the Exchange Act Rules, to the extent legally permissible
            and will not give rise to an obligation by the Company to make a
            public disclosure of the information.

            (h) Apply the net proceeds from the offering received by it in the
      manner set forth under "Use of Proceeds" in the Prospectus.

            (i) Furnish to you as early as practicable prior to the Closing
      Date, but not later than two full business days prior thereto, a copy of
      the latest available unaudited interim consolidated financial statements
      of the Company and the Subsidiaries which have been read by the Company's
      independent public accountants as stated in their letters to be furnished
      pursuant to Section 7(f) hereof.

            (j) Not file any amendment or supplement to the Registration
      Statement or Prospectus after the effective date of the Registration
      Statement to which you shall reasonably object in writing after being
      furnished a copy thereof and a reasonable opportunity to review the copy.

            (k) Use every reasonable effort to effect the listing of the Common
      Stock, including, without limitation, the Firm Stock and the Additional
      Stock, on the Nasdaq National Market (the "Market") as promptly as
      practicable and to the extent required by the Market.


                                       11
<PAGE>
            (l) Comply with all registration, filing and reporting requirements
      of the Act or the Exchange Act which may be applicable to the Company or
      any of the Subsidiaries so as to permit the completion of the distribution
      of the Stock as contemplated by this Agreement.

            (m) Not invest, or otherwise use, the proceeds received by the
      Company from its sale of the Stock in such a manner as would require the
      Company or any of the Subsidiaries to register as an investment company
      under the 1940 Act.

            (n) For a period of two years from the date hereof, the Company will
      maintain a transfer agent while the Stock is publicly traded.

            (o) For a period of two years from the date hereof, the Company will
      not take, directly or indirectly, any action designed to cause or result
      in, or that has constituted or might reasonably be expected to constitute,
      the stabilization or manipulation of the price of any securities of the
      Company.

      6. PAYMENT OF EXPENSES. The Company hereby agrees to pay all expenses in
connection with (i) the preparation, printing, filing and mailing of the
Registration Statement and the Prospectus and the printing and mailing of this
Agreement and related documents, including the cost of all copies thereof and of
the Preliminary Prospectus and of the Prospectus and any amendments thereof or
supplements thereto supplied to you in quantities as hereinabove stated, (ii)
the printing, engraving, issuance, transfer and delivery of the Stock, including
any transfer or other taxes payable thereon, (iii) the qualification of the
Stock under state securities or Blue Sky laws, including the costs of printing
and mailing the "Blue Sky Survey" and disbursements and fees of counsel in
connection therewith, (iv) the filing fee payable to the NASD, and (v) the
listing of the Firm Stock and the Additional Stock on the Market.
Notwithstanding anything to the contrary contained above, upon completion of the
offering, the Company shall not have any obligation for the fees and
disbursements of counsel for the Underwriters or for any out-of-pocket expenses
incurred by the Underwriters relating to the Registration Statement, including
but not limited to road shows, syndicate expenses, sales literature and
advertising; provided, however that the Company will be responsible for all of
its own out-of-pocket expenses, including transportation, meals and lodging,
incurred in connection with the road shows or other selling efforts.

      7. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase and pay for the Stock, as provided herein, shall be
subject to the continuing accuracy of the representations and warranties of the
Company as of the date hereof and as of the Closing Date (with this and every
other reference to the "Closing Date" in this Section 7 deemed to refer to the
Closing Date or the Additional Closing Date, as applicable), to the performance
by the Company of its obligations hereunder and to the following conditions:

            (a) The Registration Statement shall have become effective not later
      than 5:00 P.M., Detroit Time, on the date of this Agreement or such later
      date and time as shall be consented to in writing by you, and, at the
      Closing Date, no stop order shall have been issued or proceedings therefor
      initiated or threatened by the Commission.


                                       12
<PAGE>
            (b) At the Closing Date, you shall have received the opinion of
      Dickinson Wright PLLC, counsel for the Company, dated the Closing Date,
      addressed to the Underwriters and in form and scope reasonably
      satisfactory to counsel for the Underwriters, to the effect that:

                  (i) the Company (A) is a corporation organized and validly
            existing as a corporation in good standing under the laws of the
            State of Michigan, (B) has full corporate power and authority to own
            its properties and to conduct its business as described in the
            Registration Statement and Prospectus, and (C) to such counsel's
            knowledge, is not qualified to transact business in any jurisdiction
            other than the State of Michigan;

                  (ii) each of the Subsidiaries (A) is a corporation or trust
            organized and validly existing and in good standing under the laws
            of the state of its organization, (B) has full corporate or trust
            power and authority to own its respective properties and conduct its
            respective business as described in the Registration Statement and
            Prospectus, (C) to such counsel's knowledge, is not qualified to
            transact business in any jurisdiction other than the state of its
            organization, and (D) to such counsel's knowledge, the Company has
            no directly or indirectly held subsidiary other than the
            Subsidiaries;

                  (iii) the Company and/or the Bank is the registered holder of
            all of the outstanding capital stock or ownership interests, as
            applicable, of the Subsidiaries as described in the Prospectus and,
            to such counsel's knowledge, any and all such shares of stock or
            ownership interests so owned are validly issued and outstanding,
            fully paid and nonassessable except to the extent shares of capital
            stock of the Bank may be deemed assessable under 12 U.S.C. Section
            1831o, or Sections 3803 and 3807 of the Michigan Banking Code, and
            are owned free and clear of any liens, encumbrances or other claims
            or restrictions whatsoever other than the security interest of the
            Federal Home Loan Bank of Indianapolis;

                  (iv) the Company has authorized capital stock as set forth in
            the Prospectus; the Stock has been duly and validly authorized for
            issuance by the Company and, when issued and delivered in exchange
            for the Company's receipt of the consideration therefor as
            contemplated by this Agreement, will be validly issued, fully paid
            and nonassessable; and the Stock conforms to the description thereof
            contained under the caption "Description of Common Stock" in the
            Registration Statement and the Prospectus;

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


                                       13
<PAGE>
                  (vi) the certificates evidencing the Stock are in the form
            approved by the Board of Directors of the Company and the
            certificates evidencing the Stock comply with the articles of
            incorporation and the bylaws of the Company and the laws of the
            State of Michigan;

                  (vii) this Agreement has been duly authorized, executed and
            delivered by the Company, and is a valid and binding agreement of
            the Company enforceable in accordance with its terms;

                  (viii) there are, to such counsel's knowledge, (A) no
            contracts or other documents applicable to the Company or any of the
            Subsidiaries or to which the Company or any of the Subsidiaries is a
            party which are required to be filed as exhibits to the Registration
            Statement other than those filed as exhibits thereto, and (B) no
            legal or governmental proceedings pending or threatened against, or
            involving the assets, properties or business of, the Company or any
            of the Subsidiaries which, individually or in the aggregate, would
            reasonably be expected to have a Material Adverse Effect, except as
            disclosed and properly described in the Registration Statement and
            Prospectus;

                  (ix) the execution and delivery of this Agreement, the sale of
            the Stock by the Company to the Underwriters in accordance with this
            Agreement and the Company's compliance with, or performance of its
            obligations under, the terms and provisions of this Agreement will
            not (A) result in a breach of any of the terms and provisions or
            conditions of, or constitute a default (or an event which with
            notice or lapse of time, or both, would constitute a default or
            acceleration) under, or result in the creation or imposition of any
            lien, charge or encumbrance upon the Stock being sold by the Company
            hereunder or any property or asset of the Company pursuant to the
            terms of any material agreement or instrument known to such counsel
            (including, without limitation, any agreement or instrument filed as
            an exhibit to the Registration Statement or to any document
            incorporated by reference in the Registration Statement) to which
            the Company or any of the Subsidiaries is a party or by which the
            Company or any of the Subsidiaries may be bound or to which any of
            the properties or assets of the Company or any of the Subsidiaries
            is subject, except for any such breaches or defaults which,
            individually or in the aggregate, would not reasonably be expected
            to have a Material Adverse Effect, (B) result in any violation of
            the provisions of the articles of incorporation, bylaws or
            declaration of trust, as applicable, of the Company or any of the
            Subsidiaries, or (C) to such counsel's knowledge, result in any
            violation of any statute or any order, rule, or regulation
            applicable to the Company or any of the Subsidiaries of any court or
            of any Federal, state, local or other regulatory authority or other
            governmental body having jurisdiction over the Company or any of the
            Subsidiaries, except for, in the case of this clause (C), any such
            violations which, individually or in the aggregate, would not
            reasonably be expected to have a Material Adverse Effect;

                  (x) no consent, approval, authorization or order of any court
            or governmental agency or body, is required to be obtained by the
            Company or any of


                                       14
<PAGE>
            the Subsidiaries in connection with the execution and delivery of
            this Agreement or the sale of the Stock by the Company to the
            Underwriters in accordance with this Agreement and the Company's
            compliance with, or performance of its obligations under, the terms
            and provisions of this Agreement, except the registration under the
            Act of the Stock and such consents, approvals, authorizations,
            registrations or qualifications as may be required under the Act or
            state securities or Blue Sky laws;

                  (xi) to such counsel's knowledge, (A) neither the Company nor
            any of the Subsidiaries is in breach of, or in default (nor has an
            event occurred which, with notice or lapse of time or both, would
            constitute a default or acceleration) under the terms and provisions
            or conditions of, any indenture, mortgage, deed of trust, bank loan
            or credit agreement or any other material agreement or instrument to
            which the Company or any of the Subsidiaries is a party or by which
            any of them or any of their properties or assets may be bound or
            affected (including, without limitation, any agreement or instrument
            filed as an exhibit to the Registration Statement or to any document
            incorporated by reference in the Registration Statement), except for
            any such breaches or defaults which, individually or in the
            aggregate, would not reasonably be expected to have a Material
            Adverse Effect, and (B) neither the Company nor any of the
            Subsidiaries is in violation of any term or provision of (i) its
            articles of incorporation, bylaws or declaration of trust, as
            applicable, or (ii) any franchise, license, grant, permit, judgment,
            decree, order, statute, rule or regulation, except as referred to in
            the Prospectus and except for, in the case of clause (ii), any such
            violations which, individually or in the aggregate, would not
            reasonably be expected to have a Material Adverse Effect;

                  (xii) the Registration Statement and the Prospectus and any
            amendments or supplements thereto (other than the financial
            statements, and other financial and statistical data included
            therein or any statements or omissions made in reliance upon and in
            conformity with written information furnished to the Company by the
            Underwriters expressly for use in connection therewith, as to which
            no opinion need be rendered) comply as to form in all material
            respects with the requirements of the Act and the Regulations; and

                  (xiii) that such counsel has received oral confirmation by the
            staff of the Securities and Exchange Commission that the
            Registration Statement has become effective under the Act, and, to
            such counsel's knowledge, no proceedings for a stop order are
            pending or threatened under the Act.

            In addition, such counsel shall state that, although such counsel is
      not passing upon the accuracy, completeness or fairness of the statements
      contained in the Registration Statement and Prospectus (except to the
      extent stated in paragraph (ix)), no facts have come to the attention of
      such counsel that lead them to believe that either the Registration
      Statement or any amendment thereto at the time such Registration Statement
      or amendment became effective contained an untrue statement of a material
      fact or omitted to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading or that the
      Prospectus, as of its date,


                                       15
<PAGE>
      or any supplement thereto, as of its date, contained an untrue statement
      of a material fact or omitted to state a material fact necessary in order
      to make the statements therein, in the light of the circumstances under
      which they were made, not misleading (it being understood that such
      counsel need express no view with respect to the financial statements,
      schedules and other financial and statistical data included therein).

            Further, with respect to paragraph (ix), such counsel can also state
      that it has assumed that the Underwriters, dealers, brokers and agents
      offering and selling the Stock are duly registered and licensed in all
      relevant jurisdictions to make such offers and sales, and that such
      persons have complied with all relevant laws and regulations regarding
      sales practices and delivery of prospectuses in connection with such
      offers and sales. Further, with respect to paragraph (ix)(C), such counsel
      can also state that it has assumed no material misstatements or omissions
      of fact have been made in connection with the offer or sale of the Stock.

            In rendering the foregoing opinion, such counsel may rely as to
      matters not governed by Federal law or the laws of the State of Michigan
      on opinions of legal counsel satisfactory to such counsel and upon which,
      in such counsel's opinions, you are justified in relying, and as to
      matters of fact upon certificates of public officials and officers of the
      Company. Copies of all such opinions and certificates shall be furnished
      to your counsel on the Closing Date. Such counsel's opinions may be
      qualified to the extent that: (i) enforcement of any of the documents
      mentioned therein may be limited by Title 11 of the United States Code and
      other applicable bankruptcy, insolvency, reorganization or other laws
      affecting or limiting the rights of creditors (including, without
      limitation, laws pertaining to the avoidance and/or recovery of
      preferences or fraudulent conveyances), and to the discretionary nature of
      specific performance, injunctive relief and other equitable remedies,
      including the appointment of a receiver; (ii) enforcement thereof may be
      subject to general principles of equity (regardless of whether such
      enforceability is considered to be in equity or at law); (iii) such
      counsel may express no opinion as to any provisions purporting to obligate
      any party to pay attorneys' fees or other costs of collection or relating
      to indemnification against liabilities arising under Federal or state
      securities laws; (iv) no opinion is expressed with respect to any
      provision in this Agreement authorizing the exercise of "self-help"
      remedies, to any provisions constituting a waiver of statutory or
      constitutional rights or exculpating a person or entity from liability for
      negligence or other misconduct or with respect to the authorization of any
      person to reimbursement of expenses (including attorneys' fees) in excess
      of an amount deemed reasonable; and (v) the opinions of such counsel are
      not intended and shall not be construed to be an opinion on choice of law
      or conflicts of law, and such counsel may assume that the law of the State
      of Michigan and the federal law of the United States shall govern all
      matters which are the subject of this opinion.

            (c) On or prior to the Closing Date, you shall have been furnished
      such documents, certificates and opinions as you may require for the
      purpose of enabling you to review the matters referred to in subsection
      (b) of this Section 7, and in order to evidence the accuracy, completeness
      or satisfaction of any of the representations, warranties or conditions
      herein contained.


                                       16
<PAGE>
            (d) Prior to the Closing Date, (i) there shall have been no material
      adverse change in the condition or prospects or the business activities,
      financial or otherwise, of the Company and the Subsidiaries from that as
      of the latest date as of which such condition is set forth in the
      Registration Statement and Prospectus; (ii) there shall have been no
      material transaction, not in the ordinary course of business, entered into
      by the Company from the latest date as of which the financial condition of
      the Company is set forth in the Registration Statement and Prospectus,
      other than transactions referred to or contemplated therein or to which
      you have given your written consent; (iii) neither the Company nor any of
      the Subsidiaries shall be in default (nor shall an event have occurred
      which, with notice or lapse of time, or both, would constitute a default
      or acceleration) under any provision of any agreement, understanding or
      instrument relating to any outstanding indebtedness to which the Company
      or one of the Subsidiaries is a party or by which any of them or their
      properties may be bound or affected, which default could materially and
      adversely affect the business, operations, prospects or financial
      condition or income of the Company and the Subsidiaries, taken as a whole;
      (iv) no material amount of the assets of the Company and the Subsidiaries
      shall have been pledged or mortgaged, except as set forth in the
      Registration Statement and Prospectus; (v) no action, suit or proceeding,
      at law or in equity, shall have been pending or threatened against the
      Company or any of the Subsidiaries or affecting any of their properties,
      assets or businesses before or by any court or Federal, state or other
      commission, board or other administrative agency having jurisdiction over
      the Company or any of the Subsidiaries wherein an unfavorable decision,
      ruling or finding could materially adversely affect the business,
      operations, prospects or financial condition or income of the Company and
      the Subsidiaries, taken as a whole, except as set forth in the
      Registration Statement and Prospectus; (vi) neither the Company nor any of
      the Subsidiaries shall have been involved in any labor dispute nor, to the
      knowledge of the Company, shall any dispute be threatened which could have
      a material adverse effect on the Company and the Subsidiaries, taken as a
      whole; and (vii) no stop order shall have been issued under the Act with
      respect to the Stock and no proceedings therefor shall have been initiated
      or threatened by the Commission.

            (e) At the Closing Date, you shall have received a certificate of
      the President and the principal financial officer of the Company, dated
      the Closing Date, to the effect that the conditions set forth in
      subsection (d) above have been satisfied and as to the accuracy, as of the
      Closing Date, of the representations and warranties of the Company set
      forth in Section 2 hereof.

            (f) At the time this Agreement is executed and at the Closing Date,
      you shall have received a letter, addressed to the several Underwriters
      and in form and substance satisfactory to you in all respects (including
      the non-material nature of the changes or decreases, if any, referred to
      in clause (iii) below), from Crowe Chizek and Company LLC, dated as of the
      date of this Agreement and as of the Closing Date:

                  (i) confirming that they are independent public accountants
            with respect to the Company and the Subsidiaries within the meaning
            of the Act and the applicable published Regulations and stating that
            the answer to Item 10 of the Registration Statement is correct
            insofar as it relates to them;


                                       17
<PAGE>
                  (ii) stating that, in their opinion, the consolidated
            financial statements and schedules of the Company audited by them
            and the selected financial data to the extent derived from financial
            statements examined by them included in the Registration Statement
            comply as to form in all material respects with the applicable
            accounting requirements of the Act and the related published
            Regulations;

                  (iii) stating that, on the basis of procedures (but not an
            examination made in accordance with generally accepted auditing
            standards) which included a reading of the latest available
            unaudited interim consolidated financial statements of the Company
            and the Subsidiaries (with an indication of the date of the latest
            available unaudited interim consolidated financial statements), a
            reading of the latest available minutes of the meetings of the
            shareholders and boards of directors of the Company and the
            Subsidiaries and committees of such boards and inquiries to certain
            officers, trustees, and other employees of the Company and the
            Subsidiaries responsible for financial and accounting matters and
            other specified procedures and inquiries, nothing has come to their
            attention that would cause them to believe that (A) the unaudited
            consolidated financial statements of the Company and the
            Subsidiaries included in the Registration Statement and Prospectus
            (i) do not comply as to form in all material respects with the
            applicable accounting requirements of the Act and the related
            published Regulations, or (ii) were not fairly presented in
            conformity with generally accepted accounting principles applied on
            a basis substantially consistent with that of the audited
            consolidated financial statements included in the Registration
            Statement and Prospectus, (B) at a specified date not more than five
            business days prior to the date of such letter, there was any change
            in the capital stock or long-term debt of the Company or decrease in
            shareholders' equity of the Company and the Subsidiaries as compared
            with the amounts shown on the consolidated balance sheet of the
            Company included in the Registration Statement and Prospectus, other
            than as set forth in or contemplated by the Registration Statement
            and Prospectus or, if there was any change or decrease, setting
            forth the amount of such change or decrease, and (C) during the
            period from January 1, 2004, to a specified date not more than the
            five business days prior to the date of such letter, there was any
            decrease in net interest income, net income or income per share of
            the Company, as compared with the corresponding period beginning
            January 1, 2003, other than as set forth in or contemplated by the
            Registration Statement and Prospectus, or, if there was any such
            decrease, setting forth the amount of such decrease; and

                  (iv) stating that they have compared specific dollar amounts,
            numbers of shares, percentages of revenues and income and other
            financial information pertaining to the Company set forth in the
            Prospectus, which have been specified by you prior to the date of
            this Agreement, to the extent that such amounts, numbers,
            percentages and information may be derived from the general
            accounting records of the Company and the Subsidiaries, and
            excluding any questions requiring an interpretation by legal
            counsel, with the results obtained from the application of specific
            readings, inquiries and other appropriate procedures (which
            procedures do


                                       18
<PAGE>
            not constitute an audit in accordance with generally accepted
            auditing standards) set forth in the letter, and found them to be in
            agreement.

            (g) All proceedings taken in connection with the sale of the Stock
      as herein contemplated shall be reasonably satisfactory in form and
      substance to you and to counsel for you, and you shall have received from
      said counsel for you a favorable opinion, dated as of the Closing Date,
      with respect to such of the matters set forth under subsection (b) of this
      Section 7, and with respect to such other related matters arising after
      the date of execution hereof, as you may reasonably require.

            (h) No order suspending the sale of the Stock prior to the Closing
      Date in any jurisdiction designated by you pursuant to subsection (d) of
      Section 5 hereof shall have been issued on the Closing Date, and no
      proceedings for that purpose shall have been instituted or to your
      knowledge or that of the Company shall be contemplated.

            (i) The NASD, upon review of the terms of the public offering of the
      Stock, shall have indicated in writing that the NASD has no objections
      with respect to the fairness and reasonableness of the underwriting terms
      and arrangements.

            (j) The Stock shall have been duly listed, subject to notice of
      issuance, on the Market, to the extent required by the Market.

      Any certificate signed by the president or chief financial officer of the
Company and delivered to you or to counsel for you shall be deemed a
representation and warranty by the Company to you as to the statements made
therein. If any condition to your obligations hereunder to be fulfilled prior to
or at the Closing Date is not so fulfilled, you may terminate this Agreement or,
if you so elect, waive any such conditions which have not been fulfilled or
extend the time for their fulfillment.

      8. REPRESENTATIONS OF THE UNDERWRITERS. The Underwriters represent and
warrant to the Company that the information furnished to the Company in writing
by the Underwriters expressly for use in the Registration Statement or the
Prospectus does not, and any amendments thereof or supplements thereto thus
furnished will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading. The Company acknowledges that the statements
relating to the terms of the offering by the Underwriters under the caption
"Underwriting" in any Preliminary Prospectus and the Prospectus constitute the
only information furnished in writing by or on behalf of the Underwriters for
inclusion in any Preliminary Prospectus and the Prospectus.

      9. INDEMNIFICATION.

            (a) Subject to the conditions set forth below, the Company agrees to
      indemnify and hold harmless the Underwriters, and each person, if any, who
      controls any of them within the meaning of Section 15 of the Act or
      Section 20(a) of the Exchange Act, against any and all loss, liability,
      claim, damage and expense whatsoever (including but not limited to any and
      all expense whatsoever reasonably incurred in investigating, preparing or


                                       19
<PAGE>
      defending against any litigation, or any claim whatsoever) arising out of
      or based upon (i) any untrue statement or alleged untrue statement of a
      material fact contained (x) in any Preliminary Prospectus, the
      Registration Statement or the Prospectus (as from time to time amended and
      supplemented) or (y) in any application or other document (in this Section
      9 collectively called "application") executed by the Company or based upon
      written information furnished by or on behalf of the Company filed in any
      jurisdiction in order to qualify the Stock under the securities laws
      thereof or filed with the Commission, the Market or any securities
      exchange, or (ii) the omission or alleged omission therefrom of a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, provided, however, that the Company will not be
      liable in any such case to the extent that any such loss, claim, damage or
      liability arises out of or is based upon an untrue statement or alleged
      untrue statement, or omission or alleged omission made in the Registration
      Statement, the Prospectus, or such amendment or supplement, in reliance
      upon and in conformity with written information furnished to the Company
      by the Underwriters specifically for use in the preparation thereof. This
      indemnity agreement will be in addition to any liability which the Company
      may otherwise have.

            If any action or proceeding (including any governmental
      investigation) is brought against any of the Underwriters or any
      controlling person in respect of which indemnity may be sought against the
      Company pursuant to the foregoing paragraph, such indemnified party shall
      promptly notify in writing the party or parties against whom
      indemnification is to be sought of the institution of such action and the
      Company shall assume the defense of such action, including the employment
      of counsel (satisfactory to the indemnified party) and payment of
      expenses. The indemnified party shall have the right to employ its or
      their own counsel in any such case, but the fees and expenses of such
      counsel shall be at the expense of the indemnified party unless the
      employment of such counsel shall have been authorized in writing by the
      Company in connection with the defense of such action or the Company shall
      not have employed counsel to have charge of the defense of such action, or
      counsel for such indemnified party or parties shall have reasonably
      concluded that there may be defenses available to it or them which are
      different from or additional to those available to the Company (in which
      case the Company shall not have the right to direct the defense of such
      action on behalf of the indemnified party or parties), in any of which
      events such fees and expenses shall be borne by the Company (it being
      understood, however, that the Company shall not, in connection with any
      one such action or proceeding, be liable for the fees and expenses of more
      than one separate firm of attorneys, together with appropriate local
      counsel, at any time for all such indemnified parties, which firm shall be
      designated in writing by you). Anything in this paragraph to the contrary
      notwithstanding, the Company shall not be liable for any settlement of any
      such claim or action effected without its written consent. The Company
      agrees promptly to notify Oppenheimer of the commencement of any
      litigation or proceedings against the Company, any of its officers or
      directors in connection with the issue and sale of the Stock or in
      connection with such Preliminary Prospectus, Registration Statement or
      Prospectus, or any amendment or supplement thereof, or any such
      application.

            (b) Each Underwriter agrees to indemnify and hold harmless the
      Company, each of the directors of the Company, each of the officers of the
      Company who shall have signed


                                       20
<PAGE>
      the Registration Statement and each other person, if any, who controls the
      Company within the meaning of Section 15 of the Act or Section 20(a) of
      the Exchange Act to the same extent as the foregoing indemnity from the
      Company to the several Underwriters, but only with respect to statements
      or omissions, or alleged statements or omissions, if any, made in any
      Preliminary Prospectus, Registration Statement or Prospectus, or any
      amendment or supplement thereto, or any application in reliance upon, and
      in conformity with, written information furnished to the Company by such
      Underwriter expressly for use in any Preliminary Prospectus, the
      Registration Statement or Prospectus or any amendment or supplement
      thereto or in any application, as the case may be. In case any action
      shall be brought against the Company, or any other person so indemnified,
      based on any Preliminary Prospectus, the Registration Statement or
      Prospectus or any amendment or supplement thereto or any application, and
      in respect of which indemnity may be sought against any Underwriter, such
      Underwriter shall have the rights and duties given to the Company, and the
      Company, and each other person so indemnified shall have the rights and
      duties given to the Underwriters, by the provisions of subsection (a)
      above. This indemnity will be in addition to any liability which any
      Underwriter may otherwise have.

            (c) No indemnification provided for in (a) or (b) above shall be
      available to any party who shall fail to give notice as provided in such
      sections if the party to whom notice was not given was unaware of the
      proceeding to which such notice would have related and was materially
      prejudiced by the failure to give such notice, but the failure to give
      such notice shall not relieve the indemnifying party or parties from any
      liability which it or they may have to the indemnified party for
      contribution or otherwise than on account of the provisions of (a) or (b)
      above. Any losses, claims, damages, liabilities or expenses for which an
      indemnified party is entitled to indemnification or contribution under
      this Section 9 shall be paid by the indemnifying party to the indemnified
      party as such losses, claims, damages, liabilities or expenses are
      incurred.

            (d) If the indemnification provided for in this Section 9 is
      unavailable to or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative benefits received by the Company on
      the one hand and the Underwriters on the other from the offering of the
      Stock. If, however, the allocation provided by the immediately preceding
      sentence is not permitted by applicable law, then each indemnifying party
      shall contribute to such amount paid or payable by such indemnified party
      in such proportion as is appropriate to reflect not only such relative
      benefits but also the relative fault of the Company on the one hand and
      the Underwriters on the other in connection with the statements or
      omissions which resulted in such losses, claims, damages or liabilities
      (or actions in respect thereof), as well as any other relevant equitable
      considerations. The relative benefits received by the Company on the one
      hand and the Underwriters on the other shall be deemed to be in the same
      proportion as the total net proceeds from the offering (before deducting
      expenses) received by the Company bear to the total underwriting discounts
      and commissions received by the Underwriters, in each case as set forth in
      the table on the cover page of the Prospectus. The


                                       21
<PAGE>
      relative fault shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to
      information supplied by the Company on the one hand or the Underwriters on
      the other and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission. The Company and the Underwriters agree that it would not be just
      and equitable if contribution pursuant to this subsection (d) were
      determined by pro rata allocation or by any other method of allocation
      which does not take account of the equitable considerations referred to
      above in this subsection (d). The amount paid or payable by an indemnified
      party as a result of the losses, claims, damages or liabilities (or
      actions in respect thereof) referred to above in this subsection (d) shall
      be deemed to include any legal or other expenses reasonably incurred by
      such indemnified party in connection with investigating or defending any
      such action or claim. Notwithstanding the provisions of this subsection
      (d), the Underwriters shall not be required to contribute any amount in
      excess of the amount by which the total price at which the Stock
      underwritten by it and distributed to the public was offered to the public
      exceeds the amount of any damages which such Underwriter has otherwise
      been required to pay by reason of such untrue or alleged untrue statement
      or omission or alleged omission. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Act or
      Section 10(b) of the Exchange Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent misrepresentations.

      10. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. Except as the
context otherwise requires, all representations, warranties and agreements
contained in this Agreement shall be deemed to be representations, warranties
and agreements at the Closing Date, and such representations, warranties and
agreements of the Underwriters and the Company, including the indemnity and
contribution agreements contained in Section 9 hereof, shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any Underwriter or any controlling person, or by or on behalf of the
Company or any controlling person, and shall survive termination of this
Agreement and/or delivery of the Stock to the Underwriters In addition, the
covenants contained in Section 5 hereof, the agreements contained in this
Section 10 and in Sections 6, 11, 13 and 14 hereof and the indemnity and
contribution agreements contained in Section 9 hereof shall survive termination
of this Agreement, whether before or after the Closing Date.

      11. TERMINATION.

            (a) Oppenheimer (on behalf of the Underwriters) shall have the right
      to terminate this Agreement at any time prior to the Closing Date if: any
      domestic or international event or act or occurrence has materially
      disrupted, or in your opinion will in the immediate future materially
      disrupt, securities markets; or if trading in securities is suspended
      generally on the New York Stock Exchange, the American Stock Exchange or
      the Market or price limitations are imposed (other than limitations on
      hours or numbers of days of trading) for securities on either such
      Exchange; or if any statute, regulation, rule or order of any court or
      other governmental authority has been enacted, published, decreed or
      otherwise promulgated will, in your reasonable judgment, materially and
      adversely affect or may materially and adversely affect the business or
      operations of the Company; there is any outbreak or escalation of
      hostilities or declaration of war or national emergency or other


                                       22
<PAGE>
      national or international calamity or crisis or change in economic or
      political conditions if the effect of such outbreak, escalation,
      declaration, emergency, calamity, crisis or change on the financial
      markets of the United States would, in your reasonable judgment, make it
      impracticable or inadvisable to market the Stock or to enforce contracts
      for the sale of the Stock; or if a banking moratorium has been declared by
      a state or federal authority; or if a moratorium in foreign exchange
      trading by major international banks or persons has been declared; or if
      the Company shall have sustained a material or substantial loss by fire,
      flood, accident, hurricane, earthquake, theft, sabotage or other calamity
      or malicious act which, whether or not said loss shall have been insured,
      will in your opinion, make it inadvisable to proceed with the delivery of
      the Stock; or if there shall have been such material change in the
      condition, business operations or prospects of the Company or the market
      for its and similar securities as in your judgment would make it
      inadvisable to proceed with the offering, sale and delivery of the Stock;
      or if the Company shall have failed to comply with any of the provisions
      of this Agreement on its part to be performed on or before the Closing
      Date; or if any of the material conditions, agreements, representations or
      warranties in this Agreement shall not have been fulfilled within the
      respective times herein provided.

            (b) If Oppenheimer elects to prevent this Agreement from becoming
      effective or to terminate this Agreement as provided in this Section 11,
      the Company shall be notified promptly by Oppenheimer by telephone or
      facsimile, confirmed by letter. If the Company elects to prevent this
      Agreement from becoming effective, Oppenheimer shall be notified promptly
      by the Company by telephone or facsimile, confirmed by letter.

            (c) If this Agreement is terminated pursuant to any of its
      provisions, except as otherwise provided in this Agreement, the Company
      shall not be under any liability to any Underwriter (other than for
      obligations assumed in Section 5 hereof), and no Underwriter shall be
      under any liability to the Company; provided, however, that if this
      Agreement is terminated by Oppenheimer because of any failure, refusal or
      inability on the part of the Company to comply with the terms or to
      fulfill any of the conditions of this Agreement, or for any reason
      provided in subparagraph (a) above, the Company will reimburse the
      Underwriters for all accountable out-of-pocket expenses (including,
      without limitation, road show expenses and fees and disbursements of
      counsel to the Underwriters) up to a maximum of $50,000 in aggregate
      amount incurred by them in connection with the proposed purchase and sale
      of the Stock or in contemplation the performing its obligations hereunder.

      Notwithstanding any election hereunder or any termination of this
Agreement, and whether or not this Agreement is otherwise carried out, the
provisions of Section 9 shall not be in any way affected by such election or
termination or failure to carry out the terms of this Agreement or any part
hereof.

      12. NOTICES. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and, if sent to you, shall be mailed,
delivered or telegraphed and confirmed to the Underwriters care of Oppenheimer &
Co. Inc., 300 River Place, Suite 400, Detroit, Michigan 48207, Attention: Jason
D. Janosz, with a copy to Liesl A. Maloney, Esq., Honigman Miller Schwartz and
Cohn, 2290 First National Building, Detroit, Michigan 48226; if sent to the


                                       23
<PAGE>
Company shall be mailed, delivered or telegraphed and confirmed to Dearborn
Bancorp, Inc., 1360 Porter Street, Dearborn, Michigan 48124, Attention:
President, with a copy to Verne C. Hampton II, Esq., Dickinson Wright PLLC, 500
Woodward Avenue, Suite 4000, Detroit, Michigan 48226-3425.

      13. PARTIES. This Agreement shall inure solely to the benefit of, and
shall be binding upon, the several Underwriters, the Company, and the
controlling persons, directors and officers referred to in Section 9 hereof, and
their respective successors, legal representatives and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provision
herein contained.

      14. CONSTRUCTION. The laws of the State of Michigan shall govern this
Agreement, its construction, and the determination of any rights, duties or
remedies of the parties arising out of or relating to this Agreement. The
parties acknowledge that the United States District Court for the Eastern
District of Michigan or the Michigan Circuit Court for the County of Wayne shall
have exclusive jurisdiction over any case or controversy arising out of or
relating to this Agreement and that all litigation arising out of or relating to
this Agreement shall be commenced in the United States District Court for the
Eastern District of Michigan or in the Wayne County (Michigan) Circuit Court.


                                       24
<PAGE>
      If the foregoing correctly sets forth the understanding among the several
Underwriters and the Company, please so indicate in the space provided below for
that purpose, whereupon this letter shall constitute a binding agreement among
us.

                                        Very truly yours,

                                        DEARBORN BANCORP, INC.


                                        By: /s/ Jeffrey L. Karafa
                                            ------------------------------------
                                            Jeffrey L. Karafa
                                            Its:  Vice-President and Treasurer

Accepted as of the date first
above written.

OPPENHEIMER & CO. INC.,
      For itself and as Representative
      of the several Underwriters


By: /s/ Jason D. Janosz
    -------------------------------
    Jason D. Janosz
    Its: Senior Vice President



HOWE BARNES INVESTMENTS INC.,
      For itself and as Representative
      of the several Underwriters

By: /s/ Glenn C. Harris
    -------------------------------
    Glenn C. Harris
    Its: Senior Vice President


                                       25
<PAGE>
                                   SCHEDULE I


<TABLE>
<S>                                                <C>
Oppenheimer & Co. Inc.                                948,750
Howe Barnes Investments Inc.                          316,250
                                                    ---------
         Total                                      1,265,000
</TABLE>


                                       26
<PAGE>
                                   SCHEDULE II

Dearborn Bancorp Trust I, a Delaware statutory trust which is 100% owned by the
      Company.

Community Bank of Dearborn, a Michigan banking corporation which is 100% owned
      by the Company (the "Bank").

Community Bank Mortgage, Inc., a Michigan corporation which is 100% owned by the
      Bank.

Community Bank Audit Services, Inc., a Michigan corporation which is 100% owned
      by the Bank.

Community Bank Insurance Agency, Inc., a Michigan corporation which is 100%
      owned by the Bank.


                                       27
<PAGE>
                                  SCHEDULE III

Community Bank Insurance Agency, Inc., a Subsidiary, owns 8.74% of Michigan
      Bankers Title of East Michigan, LLC.


DET_B.429767.10


                                       28