THE WASHTENAW GROUP, INC.

                         STOCK OPTION AND INCENTIVE PLAN


         1.       Purpose of the Plan.

          The purpose of this The Washtenaw Group, Inc. (the "Company") Stock
Option and Incentive Plan (the "Plan") is to advance the interests of the
Company through providing select key Employees and Directors of the Company and
its Affiliates with the opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain, and motivate the best available
personnel for positions of substantial responsibility and to provide additional
incentive to Directors and key Employees of the Company or any Affiliate to
promote the success of the business.

         2.       Definitions.

          As used herein, the following definitions shall apply.

          (a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code, and any other subsidiary corporations of a
parent corporation of the Company.

          (b)     "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).

          (c)     "Award" shall mean collectively, Options and SARs, unless the
context clearly indicates a different meaning.

          (d)     "Board" shall mean the Board of Directors of the Company.

          (e)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (f) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.

          (g)     "Common Stock" shall mean the common stock, par value $0.01
per share, of the Company.

          (h)     "Company" shall mean The Washtenaw Group, Inc., a Michigan
corporation.

          (i) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the
Company or in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate, or a successor.

          (j) "Control" shall have the meaning ascribed to such term in 12
C.F.R. Part 225. "Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Company; (ii) a merger or
recapitalization in the Company whereby the Company is not the surviving entity;
(iii) a change in Control of the Company as defined in 12 C.F.R. Part 225 or as
otherwise defined by the Board of Governors of the Federal Reserve System, or
any successor thereto; or (vi) the acquisition, directly or indirectly, of the
beneficial ownership (within the meaning of that term as it is used in Section
13(d) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of twenty-five percent (25%) or more of the outstanding
voting securities of the Company by any person, entity, or group; provided,
however, that a change in Control of the Company shall not include the
acquisition or disposition of securities of the Company by any person in Control
of the Company at the time of the adoption of this Plan and shall not include
any subsequent acquisition or disposition of the securities of the Company by
any person owned or Controlled by, or under common Control with, a person in
Control of the Company at the time of the adoption of this Plan. This definition
shall not apply to the purchase of Shares by underwriters in connection with a
public offering of securities of the Company, or the purchase of shares of up to
25% of any class of securities of the Company by a tax-qualified employee stock
benefit plan which is exempt from the approval requirements of 12 C.F.R. Part
225. The term "person" refers to an individual or a corporation, partnership,
trust, association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization, or any other form of entity not listed. The
decision of the Committee as to whether a change in Control has occurred shall
be conclusive and binding.

          (k) "Director" shall mean any member of the Board, and any member of
the board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.

          (l)     "Effective Date" shall mean the date specified in Paragraph 14
hereof.

          (m) "Employee" shall mean any person employed by the Company or an
Affiliate who is an employee for federal tax purposes.

          (n)     "Exercise Price" shall mean the price per Optioned Share at
which an Option may be exercised.

          (o) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.

          (p) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.

          (q) "Measurement Price" shall mean the price of the Common Stock to be
utilized to determine the extent of stock appreciation. The Measurement Price as
to any particular SAR shall not be less than the Market Value on the date of
grant.

          (r) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.

          (s)     "Option" means an ISO and/or a Non-ISO.

          (t)     "Optioned Shares" shall mean Shares subject to an Award
granted pursuant to this Plan.

          (u)     "Participant"  shall mean any key Employee or other person who
receives an Award pursuant to the Plan.

          (v)     "Plan" shall mean this Washtenaw Mortgage Company Stock Option
and Incentive Plan.

          (w) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.

          (x)     "Share" shall mean one share of Common Stock.

          (y) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of Common Stock.

         3.       Term of the Plan and Awards.

          (a) Term of the Plan. The Plan shall continue in effect for a term of
10 years from the Effective Date or the date the Plan is adopted by the Board
(whichever period ends earlier), unless sooner terminated pursuant to Paragraph
16 hereof. No Award shall be granted under the Plan after such ten year term.

          (b) Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years, subject to the provisions of Section 8(e)
hereof.

         4.       Shares Subject to the Plan.

          (a) General Rule. Except as otherwise required by the provisions of
Paragraph 11 hereof, the aggregate number of Shares deliverable pursuant to
Awards shall not exceed 440,000. Such Shares may either be authorized but
unissued Shares or Shares held in treasury. If any Awards should expire, become
unexercisable, or be forfeited for any reason without having been exercised or
becoming vested in full, the Optioned Shares shall, unless the Plan shall have
been terminated, be available for the grant of additional Awards under the Plan.

          (b) Special Rule for SARs. The number of Shares with respect to which
a SAR is granted, but not the number of Shares which the Company delivers or
could deliver to an Employee or individual upon exercise of a SAR, shall be
charged against the aggregate number of Shares remaining available under the
Plan; provided, however, that in the case of a SAR granted in conjunction with
an option, under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of Shares subject to
the Option shall be charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to which option
rights have terminated by reason of the exercise of a related SAR, as provided
in Paragraph 9 hereof, shall not be available for the grant of further Options
under the Plan.

         5.       Administration of the Plan.

          (a) Composition of the Committee. The Plan shall be administered by
the Committee, which shall consist of not less than two (2) members of the
Board. Members of the Committee shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the Plan shall be
administered by the members of the Board.

          (b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion, subject to compliance
with applicable regulations of the Office of the Comptroller of the Currency
("OCC") and the Board of Governors of the Federal Reserve System ("FRB") (i) to
select Participants and grant Awards, (ii) to determine the form and content of
Awards to be issued in the form of Agreements under the Plan, (iii) to interpret
the Plan, (iv) to prescribe, amend and rescind rules and regulations relating to
the Plan, and (v) to make other determinations necessary or advisable for the
administration of the Plan. The Committee shall have and may exercise such other
power and authority as may be delegated to it by the Board from time to time. A
majority of the entire Committee shall constitute a quorum and the action of a
majority of the members present at any meeting of the committee at which a
quorum is present, or acts approved in writing by a majority of the Committee
without a meeting, shall be deemed the action of the Committee.

          (c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, subject to compliance with applicable regulations,
provided that such additional provisions and restrictions are not inconsistent
with the terms of the Plan. In particular, the Committee shall set forth in each
Agreement (i) the Exercise Price of an Option or SAR, (ii) the number of Shares
subject to, and the expiration date of, the Award, (iii) the manner, time, and
rate (cumulative or otherwise) of exercise or vesting of such Award, (iv) the
restrictions, if any, to be placed upon such Award, or upon Shares which may be
issued upon exercise of such Award, and (v) whether the Option is intended to be
an ISO or a Non-ISO.

          The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
Awards.

          (d)     Effect of the Committee's Decisions.  All decisions,
determinations, and interpretations of the Committee shall be final and
conclusive on all persons affected thereby.

          (e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company in connection with any claim, action, suit, or
proceeding relating to any action taken or failure to act under or in connection
with the Plan or any Award, granted hereunder to the full extent provided for
under the Certificate of Incorporation of the Company with respect to the
indemnification of Directors.

         6.       Grant of Options.

          (a) General Rule. On and after the Effective Date, key Employees and
Non-Employee Directors shall be eligible to receive discretionary grants of
Options (or other Awards) pursuant to the Plan; provided that such grant shall
not be made to an Employee or Non-Employee Director whose Continuous Service
terminates on or before the date of grant.

          (b) The Option granted to the optionee hereunder (i) shall become
vested and exercisable in accordance with the Agreement regarding such Option,
(ii) shall have a term of not more than 10 years from the date of the Award, and
(iii) shall be subject to the general rule set forth in Paragraph 8(c) with
respect to the effect of an optionee's termination of Continuous Service on the
Optionee's right to exercise his or her Options.

          (c)     Special Rules for ISOs.
                  ----------------------

                  (i) The Option granted to the optionee hereunder (i) shall
          become vested and exercisable, on a cumulative basis, with respect to
          20% of the Optioned Shares upon each of the first five anniversary
          dates of the date of grant, provided that vesting shall not occur on a
          particular date if the Optionee's Continuous Service has terminated on
          or before such date and (ii) shall have a term of 10 years from the
          date of the Award.

                  (ii) The aggregate Market Value, as of the date the Option is
          granted, of the Shares with respect to which ISOs are exercisable for
          the first time by an Employee during any calendar year (under all
          incentive stock option plans, as defined in Section 422 of the Code,
          of the Company or any present or future Parent or Subsidiary of the
          Company) shall not exceed $100,000. Notwithstanding the foregoing, the
          Committee may grant Options in excess of the foregoing limitations, in
          which case such Options granted in excess of such limitation shall be
          Options which are Non-ISOs.

         7.       Exercise Price for Options and Measurement Price for SARs.

          (a) Limits on Committee Discretion. The Exercise Price as to any
particular Option and the Measurement Price for any particular SAR shall not be
less than 100% of the Market Value of the Optioned Shares on the date of grant
without taking into account any restrictions on the Optioned Shares. In the case
of an Employee who owns Shares representing more than 10% of the Company's
outstanding Shares of Common Stock at the time an ISO is granted, the Exercise
Price shall not be less than 110% of the Market Value of the Optioned Shares at
the time the ISO is granted.

          (b) Standards for Determining Exercise Price or Measurement Price. If
the Common Stock is listed on a national securities exchange (including the
Nasdaq National Market or Small Cap System) on the date in question, then the
Market Value per Share shall be the average of the highest and lowest selling
price on such exchange on such date, or if there were no sales on such date,
then the Exercise Price or Measurement Price shall be the mean between the bid
and asked price on such date. If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the Market value per
Share shall be the mean between the bid and asked price on such date, or, if
there is no bid and asked price on such date, then on the next prior business
day on which there was a bid and asked price. If no such bid and asked price is
available, then the Market Value per Share shall be its fair market value as
determined by the Committee, in its sole and absolute discretion.

         8.       Exercise of Options.

          (a) Generally. Subject to (e) below, any Option granted hereunder
shall be exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement granted to a
Participant. An Option may not be exercised for a fractional Share.

          (b) Procedure for Exercise. A Participant may exercise Options,
subject to provisions relative to its termination and limitations on its
exercise, only by (1) written notice of intent to exercise the option with
respect to a specified number of Shares, and (2) payment to the Company
(contemporaneously with delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the Exercise Price for
the number of Shares with respect to which the option is then being exercised.
Each such notice (and payment where required) shall be delivered, or mailed by
prepaid registered or certified mail, addressed to the Treasurer of the Company
at the Company's executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for options shall be valued at its Market Value at
the date of exercise.

          (c) Period of Exercisability. Except to the extent otherwise provided
in more restrictive terms of an Agreement, an Option may be exercised by a
Participant only with respect to the vested portion of such Option and only
while a Participant is an Employee or Director that has maintained Continuous
Service from the date of the grant of the Option, or within three months after
termination of such Continuous Service (but not later than the date on which the
Option would otherwise expire), except if the Employee's or Director's
Continuous Service terminates by reason of:

                  (i) "Just Cause" which for purposes hereof shall have the
          meaning set forth in any unexpired employment agreement between the
          Participant and the Company (and, in the absence of any such
          agreement, shall mean termination because of the Employee's or
          Director's personal dishonesty, incompetence, willful misconduct,
          breach of fiduciary duty involving personal profit, intentional
          failure to perform stated duties, willful violation of any law, rule,
          or regulation (other than traffic violations or similar offenses) or
          final cease-and-desist order), then the Participant's rights to
          exercise such Option shall expire on the date of such termination;

                  (ii) death, then all Options of the deceased Participant shall
          become immediately exercisable and may be exercised within two years
          from the date of his death (but not later than the date on which the
          Option would otherwise expire) by the personal representatives of such
          person's estate or person or persons to whom such person's rights
          under such Option shall have passed by will or by laws of descent and
          distribution;

                  (iii) Permanent and Total Disability (as such term is defined
          in Section 22(e)(3) of the Code), then all Options of the disabled
          Participant shall become immediately exercisable and may be exercised
          within one year from the date of such Permanent and Total Disability,
          but not later than the date on which the Option would otherwise
          expire.

          (d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.

          (e) Vesting of all Options shall cease immediately upon the
termination of employment or directorship of an optionee. The vesting schedule
for ISOs set forth in Section 6(c)(1) of this Plan is the most rapid vesting
permitted under the Plan for ISOs, except in the case of death or disability
(which shall be governed by Paragraphs 8(c)(2) and (3) above) or a change in
control (which shall be governed by Paragraph 10).

         9.       SARs (Stock Appreciation Rights)

          (a) Granting of SARs. In its sole discretion, subject to compliance
with applicable regulations, the Committee may from time to time grant SARs to
Employees either in conjunction with, or independently of, any Options granted
under the Plan. A SAR granted in conjunction with an Option may be an
alternative right wherein the exercise of the Option terminates the SAR to the
extent of the number of shares purchased upon exercise of the Option and,
correspondingly, the exercise of the SAR terminates the Option to the extent of
the number of Shares with respect to which the SAR is exercised. Alternatively,
a SAR granted in conjunction with an Option may be an additional right wherein
both the SAR and the Option may be exercised. A SAR may not be granted in
conjunction with an ISO under circumstances in which the exercise of the SAR
affects the right to exercise the ISO or vice versa, unless the SAR, by its
terms, meets all of the following requirements:

                  (i)      The SAR will expire no later than the ISO;

                  (ii) The SAR may be for no more than the difference between
          the Exercise Price of the ISO and the Market Value of the Shares
          subject to the ISO at the time the SAR is exercised;

                  (iii)    The SAR is transferable only when the ISO is
          transferable, and under the same conditions;

                  (iv)     The SAR may be exercised only when the ISO may be
          exercised; and

                  (v) The SAR may be exercised only when the Market Value of the
          Shares subject to the ISO exceeds the Exercise Price of the ISO.

          (b) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day following the
release for publication of quarterly or annual financial information and ending
on the 12th business day following such date. This condition shall be deemed to
be satisfied when the specified financial data is first made publicly available.
In no event, however, may a SAR be exercised within the six-month period
following the date of its grant.

          The provisions of Paragraphs 8(c) and 8(e) regarding the period of
exercisability and vesting of Options are incorporated by reference herein, and
shall determine the period of exercisability and vesting of SARs.

          (c) Exercise of SARs. A SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the terms of
the Plan and of the Agreement granted to a Participant, provided that a SAR may
not be exercised for a fractional Share. Upon exercise of a SAR, the Participant
shall be entitled to receive, without payment to the Company except for
applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the
excess of the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate
Measurement Price of such number of Optioned Shares. This amount shall be
payable by the Company, in the discretion of the Committee, in cash or in Shares
valued at the then Market Value thereof, or any combination thereof

          (d) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for exercising
Options are incorporated by reference, and shall determine the procedure for
exercising SARs.

         10.      Change in Control.

          All outstanding Awards shall become immediately exercisable in the
event of a change in Control of the Company, as determined by the Committee in
its sole discretion. In the event of a change in Control, the Committee and the
Board of Directors, at their discretion, will take one or a combination of the
following actions to be effective as of the date of such change in Control:

          (a) provide that such Awards shall be assumed, or equivalent Awards
shall be substituted ("Substitute Awards") by the acquiring or succeeding
corporation (or an Affiliate thereof), provided that (a) any such Substitute
Award exchanged for ISOs shall meet the requirements of Section 424(a) of the
Code, and (b) the shares of stock issuable upon the exercise of such Substitute
Award shall constitute securities registered in accordance with the Securities
Act of 1933, as amended ("Securities Act"), or such securities shall be exempt
from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the
Securities Act, or

          (b) provide that the Participants will receive upon the consummation
of the change in Control transaction a cash payment for each Award surrendered
equal to the difference between (1) the Market Value of the consideration to be
received for each share of Common Stock in the change in Control transaction
times the number of Shares subject to a surrendered Award, and (2) the aggregate
exercise price of such surrendered Awards. Awards to which the Committee or the
Board has determined to provide a cash payment in lieu of the Award pursuant to
this section shall be and become, upon the change in Control the right to
receive the cash payment only and shall cease to be an Award.

          The individual agreements concerning Awards under this Plan or other
agreements between Participants and the Company, the Bank, and/or WMC, or any
Affiliate thereof, may provide restrictions on Awards in the case of a change in
Control in order to avoid adverse tax results under Section 280G and/or Section
4999 of the Code. This section shall not apply to the purchase of Shares by
underwriters in connection with a public offering of securities of the Company,
or the purchase of shares of up to 25% of any class of securities of the Company
by a tax-qualified employee stock benefit plan which is exempt from the approval
requirements of 12 C.F.R. Part 225.

         11.      Effect of Changes in Common Stock Subject to the Plan.

          (a) Recapitalizations; Stock Splits, Etc. The number and kind of
shares reserved for issuance under the Plan, and the number and kind of shares
subject to outstanding Awards (and the Exercise Price thereof in the case of
Options and the Measurement Price in the case of SARs), shall be proportionately
adjusted for any increase, decrease, change, or exchange of Shares for a
different number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.

          (b) Special Rule for ISOs. Any adjustment made pursuant to
subparagraph (a) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.

          (c) Conditions and Restrictions on New, Additional, or Different
Shares or Securities. If, by reason of any adjustment made pursuant to this
Paragraph, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions that were applicable to the Shares pursuant to the Award before the
adjustment was made.

          (d) Other Issuances. Except as expressly provided in this Paragraph,
the issuance by the Company or an Affiliate of shares of stock of any class, or
of securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, Exercise Price, or Measurement
Price of Shares then subject to Awards or reserved for issuance under the Plan.

         12.      Non-Transferability of Awards.

          Awards may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent and
distribution, or pursuant to the terms of a "qualified domestic relations order"
(within the meaning of Section 414(p) of the Code and the regulations and
rulings thereunder). An Award may be exercised only by a Participant, the
Participant's personal representative, or a permitted transferee.

         13.      Time of Granting Awards.

          The date of grant of an Award shall, for all purposes, be the later of
the date on which the Committee makes the determination of granting such Award,
and the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.

         14.      Effective Date.

          The Plan shall become effective immediately upon its approval by the
Board; provided, however, that the Plan shall be approved by a favorable vote of
stockholders owning at least a majority of the Shares cast at a meeting duly
held in accordance with applicable laws within 12 months of the adoption of the
Plan by the Board. If such approval of stockholders is not obtained within 12
months of the adoption of the Plan, all ISOs granted pursuant to the Plan shall
become Non-ISOs.

         15.      Modification of Awards.

          At any time, and from time to time, the Board may authorize the
Committee to direct execution of an instrument providing for the modification of
any outstanding Award, provided no such modification shall confer on the holder
of said Award any right or benefit which could not be conferred on such person
by the grant of a new Award at such time, or impair the Award without the
consent of the holder of the Award.

         16.      Amendment and Termination of the Plan.

          (a) The Board may from time to time amend the terms of the Plan,
subject to compliance with applicable regulations, and, with respect to any
Shares at the time not subject to Awards, suspend or terminate the Plan.

          (b) Shareholder approval must be obtained for any amendment of the
Plan that would change the number of Shares subject to the Plan (except in
accordance with Section 13 above), change the category of persons eligible to be
Participants, or materially increase the benefits under the Plan.

          (c) No amendment, suspension, or termination of the Plan shall,
without the consent of any affected holders of an Award, alter or impair any
rights or obligations under any Award theretofore granted.

         17.      Conditions upon Issuance of Shares.

          (a) Compliance with Securities Laws. Shares of Common Stock shall not
be issued with respect to any Award unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed. The
Plan is intended to comply with Rule 16b-3, and any provision of the Plan which
the Committee determines in its sole and absolute discretion to be inconsistent
with said Rule shall, to the extent of such inconsistency, be inoperative and
null and void, and shall not affect the validity of the remaining provisions of
the Plan.

          (b) Special Circumstances. The inability of the Company to obtain
approval from any regulatory body or authority deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder shall
relieve the Company of any liability in respect of the non-issuance or sale of
such Shares. As a condition to the exercise of an option or SAR, the Company may
require the person exercising the Option or SAR to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.

          (c) Committee Discretion. The Committee shall have the discretionary
authority, subject to compliance with applicable regulations, to impose in
Agreements such restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of first refusal or
to establish repurchase rights or both of these restrictions.

         18.      Reservation of Shares.

          The Company, during the term of the Plan, will reserve and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.

         19.      Withholding Tax.

          The Company's obligation to deliver Shares upon exercise of Options
and/or SARs shall be subject to the Participant's satisfaction of all applicable
federal, state, and local income and employment tax withholding obligations. The
Committee, in its discretion, may permit the Participant to satisfy the
obligation, in whole or in part, by irrevocably electing to have the Company
withhold Shares, or to deliver to the Company Shares that the Participant
already owns, having a value equal to the amount required to be withheld. The
value of Shares to be withheld, or delivered to the Company, shall be based on
the Market Value of the Shares on the date the amount of tax to be withheld is
to be determined. As an alternative, the Company may retain, or sell without
notice, a number of such Shares sufficient to cover the amount required to be
withheld.

         20.      No Employment or Other Rights.

          In no event shall an Employee's or Director's eligibility to
participate or participation in the Plan create or be deemed to create any legal
or equitable right of the Employee, Director, or any other party to continue
service with the Company, the Bank, WMC, or any Affiliate of such corporations.
Except to the extent provided in Paragraph 6(b), no Employee or Director shall
have a right to be granted an Award or, having received an Award, the right to
again be granted an Award. However, an Employee or Director who has been granted
an Award may, if otherwise eligible, be granted an additional Award or Awards.

         21.      Governing Law.

          The Plan shall be governed by and construed in accordance with the
laws of the State of Michigan, except to the extent that federal law shall be
deemed to apply.