FORM A

            MANAGEMENT COMMUNITY AGREEMENT


     THIS IS AN AGREEMENT between First Manistique
Corporation (the "Corporation"), whose principal
offices are located at 130 South Cedar, Manistique,
Michigan 49854, and Sherry Littlejohn (the
"Executive"), who resides at Route 1, Box 1930,
Glenwood Drive, Manistique, MI 49854 dated May 22,
1996.

                       RECITALS

     The Executive is a key executive officer of the
Corporation whose continued dedication, availability,
advice and counsel to the Corporation is deemed
important to the Board of Directors of the Corporation
("Board"), the Corporation and its shareholders.  The
services of the Executive, his experience and knowledge
of the affairs of the Corporation and his reputation
and contacts in the industry are extremely valuable to
the Corporation.  The Corporation wishes t6lattract and
retain such well-qualified executives, and it is in the
best interests of the Corporation and of the Executive
to secure the continued services of the Executive
notwithstanding any change in control of the
Corporation.  The Corporation considers the
establishment and maintenance of a sound and vital
management to be part of its overall corporate strategy
and to be essential to protecting and enhancing the
best interests of this Corporation and its
shareholders.  Accordingly, the Board has approved this
Agreement with the Executive and authorized its
execution and delivery on behalf of the Corporation.

                       AGREEMENT

     1.   Term of Agreement.  "This Agreement will
begin on the date entered above (the "Commencement
Date") and will continue in effect through the third
anniversary of the Commencement Date.  However, on the
third anniversary of the Commencement Date, and on each
third anniversary date thereafter, the term of this
Agreement will be extended automatically for three (3)
additional years unless, not later than six (6) months
prior to such anniversary date, the Corporation gives
written notice to the Executive that it has elected not
to extend this Agreement.  In addition, if a Change of
Control occurs during the term of this Agreement, this
Agreement will continue in effect for at least thirty-
six (36) months beyond the end of the month in which
any Change of Control occurs.

     2.   Definitions.  The following defined terms
shall have the meanings set forth below, for purposes
of this Agreement:

          (a)  Change of Control.  "Change of Control"
     means an occurrence of a nature that would be
     required to be reported in response to Item 6(e)
     of Schedule 14A of Regulation 14A promulgated
     under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act").  Without limiting
     the inclusiveness of the definition in the
     preceding sentence, a Change of Control of the
     Corporation shall be deemed to have, occurred if:

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               (i)  Any "person" (as such term is used
          in Sections 13(d) and 14(d) of the Exchange
          Act) is or becomes the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of securities
          of the Corporation representing twenty-five
          percent (25%) or more of the combined voting
          power of the Corporation's then outstanding
          securities; or

               (ii) At any time a majority of the Board
          of Directors of the Corporation is comprised
          of other than Continuing Directors (for
          purposes of this paragraph, the term
          Continuing Director means a director who was
          either (A) first elected or appointed as a
          Director prior to the date of this Agreement;
          or (B) subsequently elected or appointed as a
          director if such director was nominated or
          appointed by at least a majority of the then
          Continuing Directors); or

               (iii)     Any of the following occur:

                    (A)  Any merger or consolidation of
               the Corporation, other than a merger or
               consolidation in which the voting
               securities of the Corporation
               immediately prior to the merger or
               consolidation continue to represent
               (either by remaining outstanding or
               being converted into securities of the
               surviving entity) fifty-one percent
               (51%) or more of the combined voting
               power of the Corporation or surviving
               entity immediately after the merger or
               consolidation with another entity;

                    (B)  Any sale, exchange, lease,
               mortgage, pledge, transfer, or other
               disposition (in a single transaction or
               a series of related transactions) of all
               or substantially all of the assets of
               the Corporation which shall include,
               without limitation, the sale of assets
               or earning power aggregating more than
               fifty percent (50%) of the assets or
               earning power of the Corporation on a
               consolidated basis;

                    (C)  Any liquidation or dissolution
               of the Corporation;

                    (D)  Any reorganization, reverse
               stock split, or recapitalization of the
               Corporation which would result in a
               Change of Control; or

                    (E)  Any transaction or series of
               related transactions having, directly or
               indirectly, the same effect as any of
               the foregoing; or any agreement,
               contract, or other arrangement providing
               for any of the foregoing.

          (b)  Disability.  "Disability" means that, as
     a result of Executive's incapacity due to physical
     or mental illness, the Executive shall have been
     found to be eligible for the receipt of benefits
     under the Corporation's long term disability plan.

          (c)  Cause.  "Cause" means (i) the willful
     commission by the Executive of a criminal or other
     act that causes or will probably cause substantial
     economic damage, to the Corporation or a
     Subsidiary or substantial injury to the business
     reputation of the Corporation or a Subsidiary;
     (ii) the commission by the Executive of an act of
     fraud in

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     the performance of such Executive's
     duties on behalf of the Corporation or a
     Subsidiary; (iii) the continuing willful failure
     of the Executive to perform the duties of such
     Executive to the Corporation or a Subsidiary
     (other than any such failure resulting from the
     Executive's incapacity due to physical or mental
     illness) after written notice thereof (specifying
     the particulars thereof in reasonable detail) and
     a reasonable opportunity to be heard and cure such
     failure are given to the Executive by the
     Nominating and Salary Committee of the Board; or
     (iv) the order of a federal or state bank
     regulatory agency or a court of competent
     jurisdiction requiring the termination of the
     Executive's employment.  For purposes of this
     subparagraph, no act, or failure to act, on the
     Executive's part shall be deemed "willful" unless
     done, or omitted to be done, by the Executive not
     in good faith and without reasonable belief that
     the action or omission was in the best interest of
     the Corporation or a Subsidiary.

          (d)  Good Reason.  For purposes of this
     Agreement, "Good Reason" means the occurrence of
     any one or more of the following without the
     Executive's express written consent:

               (i)  The assignment to Executive of
          duties which are materially different from or
          inconsistent with the duties,
          responsibilities, and status of Executive's
          position at any time during the six (6) month
          period prior to the Change of Control of the
          Corporation, or which result in a significant
          reduction in Executive's authority and
          responsibility as a senior executive of the
          Corporation;

               (ii) A reduction by the Corporation in
          Executive's base salary or salary grade as of
          the day prior to the Change of Control, or
          the failure to grant salary increases and
          bonus payments on a basis comparable to those
          granted to other executives of the
          Corporation, or reduction of Executive's most
          recent incentive bonus potential prior to the
          Change of Control under the Corporation's
          Management Bonus Plan, or any successor plan;

               (iii) The Corporation requiring
          Executive to be based at a location in excess
          of forty (40) miles from the location where
          Executive is currently based, or in the event
          of any relocation of the Executive with the
          Executive's express written consent, the
          failure of the Corporation or a Subsidiary to
          pay (or reimburse the Executive for) all
          reasonable moving expenses by the Executive
          relating to a change of principal residence
          in connection with such relocation and to
          indemnify the Executive against any loss
          realized in the sale of the Executive's
          principal residence in connection with any
          such change of residence, all to the effect
          that the Executive shall incur no loss on an
          after tax basis;

               (iv) The failure of the Corporation to
          obtain a satisfactory agreement from any
          successor to the Corporation to assume and
          agree to perform this Agreement, as
          contemplated in Paragraph 6 hereof;

               (v)  Any termination by the Corporation
          of Executive's employment that is not
          effected pursuant to a Notice of Termination;

<PAGE>

               (vi) Any termination of Executive's
          employment, reduction in Executive's
          compensation or benefits, or adverse change
          in Executive's location or duties, if such
          termination, reduction or adverse change (aa)
          occurs within six (6) months before a Change
          of Control, (bb) is in contemplation of such
          Change in Control, and (cc) is taken to avoid
          the effect of this Agreement should such
          action occur after such Change in Control;

               (vii)     The failure of the Corporation
          to provide the Executive with substantially
          the same fringe benefits (including, without
          limitation, Benefit Restoration Plan, health
          care, insurance, stock options and paid
          vacations) that were provided to him
          immediately prior to the Change in Control,
          or with a package of fringe benefits that,
          though one or more of such benefits may vary
          from those in effect immediately prior to
          such Change in Control, is substantially
          comparable in all material respects to such
          fringe benefits taken as a whole.

          The existence of Good Reason shall not be
     affected by Executive's incapacity due to physical
     or mental illness.  Executive's continued
     employment shall not constitute a waiver of
     Executive's rights with respect to any
     circumstance constituting Good Reason under this
     Agreement.

          (e)  Notice of Termination.  Notice of
     Termination" means a written notice indicating the
     specific termination provision in this Agreement
     relied upon and setting forth in reasonable detail
     the facts and circumstances claimed to provide a
     basis for termination of the employment under the
     provision so indicated.  The Executive shall not
     be entitled to give a Notice of Termination that
     the Executive is terminating employment for Good
     Reason more than six (6) months following the
     occurrence of the event alleged to constitute Good
     Reason, except with respect to an event which
     occurred before the Change of Control, in which
     case the Notice of Termination must be given
     within six (6) months Mowing the Change of
     Control.

          Any termination by the Corporation for Cause
     or due to Executive's Disability, or by Executive
     for Good Reason shall be communicated by Notice of
     Termination to the other party.

          (f)  Retirement.  "Retirement" means having
     reached normal retirement age as defined in the
     Corporation's noncontributory pension plan or
     taking early retirement in accordance with the
     terms of the Corporation's noncontributory pension
     plan.

          (g)  Subsidiary.  "Subsidiary," means a
     corporation with at least eighty percent (80%) of
     its outstanding capital stock owned by the
     Corporation.

     3.   Eligibility for Severance Benefits.  Subject
to Paragraph 5, the Executive shall receive the
Severance Benefits described in Paragraph 4 if the
Executive's employment is terminated during the term of
this Agreement, and

          (a)  The termination occurs within thirty-six
     (36) months after a Change of Control, unless the
     termination is (i) because of Executive's death or
     Disability, (ii) by the Corporation for Cause, or
     (iii) by the Executive other than for Good Reason; or

<PAGE>

          (b)  The Corporation terminates the
     employment within six (6) months before a Change
     of Control, in contemplation of such Change of
     Control, and to avoid the effect of this Agreement
     should such action occur after such Change of
     Control.

     4.   Severance Benefits.  Subject to Paragraph 5,
the Executive shall receive the following Severance
Benefits (in addition to accrued compensation and
vested benefits) if eligible under Paragraph 3:

          (a)  A lump sum cash amount equal to
     Executive's annual base salary at the highest
     annual rate in effect during the twelve (12) month
     period immediately prior to the Change of Control
     or, if greater, at the rate in effect at the time
     Notice of Termination is given (or on the date the
     employment is terminated if no Notice of
     Termination is required), multiplied by 3;

          (b)  One hundred percent (100%) of
     Executive's incentive bonus potential under the
     Corporation's Management Bonus Plan in effect at
     the time Notice of Termination is given (or on the
     date the employment is terminated if no Notice of
     Termination is required) or, if greater, the
     average bonus paid to Executive over the preceding
     three (3) year period, multiplied by 3;

          (c)  For a three (3) year period after the
     date the employment is terminated, the Corporation
     will arrange to provide `to Executive at the
     Corporation's expense, with:

               (i)  Health care coverage equal to that
          in effect for Executive prior to the
          termination (or, if more favorable to
          Executive, that furnished generally to
          salaried employees of the Corporation),
          including, but not limited to, hospital,
          surgical, medical, dental, prescription and
          dependent coverages.  Upon the expiration of
          the health care benefits required to be
          provided pursuant to this subparagraph 4(c),
          the Executive shall be entitled to the
          continuation of such benefits under the
          provisions of the Consolidated Omnibus Budget
          Reconciliation Act.  Health care benefits
          otherwise receivable by Executive pursuant to
          this subparagraph 4(c) shall be reduced to
          the extent comparable benefits are actually
          received by Executive from a subsequent
          employer during the three (3) year period
          following the date the employment is
          terminated and any such benefits actually
          received by Executive shall be reported to
          the Corporation;

               (ii) Life and accidental death and
          dismemberment insurance coverage (including
          supplemental coverage purchase opportunity
          and double indemnity for accidental death)
          equal (including policy terms) to that in
          effect at the time Notice of Termination is
          given (or on the date the employment is
          terminated if no Notice of Termination is
          required) or, if more favorable to Executive,
          equal to that in effect at the date the
          Change of Control occurs; and

               (iii)     Disability insurance coverage
          (including policy terms) equal to that in
          effect at the time Notice of Termination is
          given (or on the date employment is
          terminated if no Notice of Termination is
          required) or, if more favorable to Executive,
          equal to that in effect immediately prior to
          the Change of Control;

<PAGE>
          provided, however,
          that no income replacement benefits will be
          payable under such disability policy with
          regard to the three (3) year period following
          a termination of employment provided that the
          payments payable under subparagraphs 4(a) and
          (b) above have been made;

          (d)  The Executive will be entitled to
     receive retirement benefits as provided herein, so
     that the total retirement benefits the Executive
     receives from the Corporation will approximate the
     total retirement benefits the Executive would have
     received under all retirement plans (which shall
     not include severance plans) and other employment
     contracts of the Corporation in which the
     Executive participates were the Executive hilly
     vested under such retirement plans and entitled to
     all benefits payable under such other employment
     contracts and had the Executive continued in the
     employ of the Corporation for thirty-six (36)
     months following the date of his termination or
     until his retirement, if earlier (provided that
     such additional period shall be inclusive of and
     shall not be in addition to any period of service
     credited under any severance plan of the
     Corporation).  The benefits specified in this
     subparagraph will include all ancillary benefits,
     such as early retirement and survivor rights and
     benefits available at retirement.  The amount
     payable to the Executive or his beneficiaries
     under this subparagraph shall equal the excess of
     (1) the benefits that would be paid to the
     Executive or his beneficiaries, under all
     retirement plans and other employment contracts of
     the Corporation in which the Executive
     participates if (A) the Executive were fully
     vested under such plans and entitled to all
     benefits payable under such other employment
     contracts; (B) the thirty-six (36) month period
     (or the period until his Retirement, if less)
     following the date of his termination were added
     to his credited service under such plans and
     contracts, (C) the terms of such plans were those
     most favorable to the Executive which were in
     effect at any time during the period commencing
     prior to the Change of Control and ending on the
     date of Notice of Termination (or on the date
     employment is terminated if no Notice of
     Termination is required), and (D) the Executive's
     highest average annual compensation as defined
     under such retirement plans and other employment
     contracts were calculated as if the Executive had
     been employed by the Corporation for a thirty-six
     (36) month period (or the period until his
     Retirement, if earlier) following the date of his
     termination and bad the Executive's compensation
     during such period been equal to the Executive's
     compensation used to calculate his benefit under
     subparagraphs 4(a) and 4(b); over (2) the benefits
     that are payable to the Executive or his
     beneficiaries under all retirement plans and other
     employment contracts of the Corporation in which
     the Executive participates.  These Special
     Retirement Benefits are to be provided on an
     unfunded basis, are not intended to meet the
     qualification requirements of Section 401 of the
     Internal Revenue Code and shall be payable solely
     from the general assets of the Corporation.  These
     Special Retirement Benefits shall be payable at
     the time and in the manner provided in the
     applicable retirement plans and other employment
     contracts to which they relate;

          (e)  The Corporation shall pay all fees for
     outplacement services for the Executive up to a
     maximum equal to fifteen percent (15%) of the
     Executive's base salary used to calculate his
     benefit under subparagraph 4(a) plus provide a
     travel expense account of up to $5000 to reimburse
     job search travel;

<PAGE>

          (f)  In computing and determining Severance
     Benefits under subparagraphs 4(a), (b), (c), (d)
     and (e) above, a decrease in Executive's salary,
     incentive bonus potential, or insurance benefits
     shall be disregarded if such decrease occurs
     within six (6) months before a Change of Control
     is in contemplation of such Change of Control, and
     is taken to avoid the effect of this Agreement
     should such action be taken after such Change of
     Control; in such event, the salary , incentive
     bonus potential, and/or insurance benefits used to
     determine Severance Benefits shall be that in
     effect immediately before the decrease that is
     disregarded pursuant to this subparagraph 4(f);

          (g)  Executive shall not be required to
     mitigate the amount of any payment provided for in
     this Paragraph 4 by seeking other employment or
     otherwise, nor shall the amount of any payment
     provided for in this Paragraph 4 be reduced by any
     compensation earned by Executive as the result of
     employment by another employer after the date the
     employment is terminated, or otherwise, with the
     exception of a reduction in health insurance
     coverage as provided in subparagraph 4(c)(i).

     The payments provided in subparagraphs 4(a) and
(b) above shall be made not later than thirty (30)
business days following the date the employment
terminates.

     5.   Tax Gross-Up.  If any payments or other
benefit paid or provided under Paragraph 4 or the
acceleration of stock option vesting or the payment or
distribution of consideration in satisfaction of any
share appreciation rights are subject to excise tax
pursuant to Section 4999 of the Internal Revenue Code
of 1986, as amended, the Corporation shall pay to the
Executive such additional compensation as is necessary
(after taking into account all Federal, state and local
income taxes payable by the Executive as a result of
the receipt of such compensation) to place the
Executive in the same after-tax position he would have
been in had no such excise tax (or any interest or
penalties thereon) been paid or incurred.  The
Corporation shall pay such additional compensation at
the time when the Corporation withholds such excise tax
from any payments to the Executive.  The calculation of
the tax gross-up shall be approved by the Corporation's
independent certified public accounting firm engaged by
the Corporation immediately prior to the Change in
Control.

     6.   Successors; Binding Agreements.  This
Agreement shall inure to the benefit of and be
enforceable by Executive's personal and legal
representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
Executive's rights and benefits under this Agreement
may not be assigned, except that if Executive dies
while any amount would still be payable to Executive
hereunder if Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement, to
the beneficiaries designated by the Executive to
receive benefits under this Agreement in a writing on
file with the Corporation at the time of the
Executive's death or, if there is no such beneficiary,
to Executive's estate.  The Corporation win require any
successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the
Corporation (or of any division or Subsidiary thereof
employing Executive) to expressly assume and agree to
perform this Agreement in the same manner and to the
same extent that the Corporation would be required to
perform it if no such succession had taken place.
Failure of the Corporation to obtain such assumption
and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and
shall entitle

<PAGE>

Executive to compensation from the
Corporation in the same amount and on the same terms to
which Executive would be entitled hereunder if
Executive terminated the employment for Good Reason
following a Change of Control.

     7.   Withholding of Taxes.  The Corporation may
withhold from any amounts payable under this Agreement
all federal, state, city, or other taxes as required by
law.

     8.   Notice.  For the purpose of this Agreement,
notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed
to have been duly given when delivered or mailed by
United States registered mail, return receipt
requested, postage prepaid, addressed to the respective
addressees set forth on the first page of this
Agreement, or at such other addresses as the parties
may designate in writing.

     9.   Miscellaneous.  No provision of this
Agreement may be modified, waived, or discharged unless
such waiver, modification, or discharge is agreed to in
writing and signed by Executive and such officer as may
be specifically designated by the Board of Directors of
the Corporation.  The validity, interpretation,
construction, and performance of this Agreement shall
be governed by the laws of the State of Michigan.

     10.  Employment Rights.  This Agreement shall not
confer upon Executive any right to continue in the
employ of the Corporation or its subsidiaries and shall
not in any way affect the right of the Corporation or
its subsidiaries to dismiss or otherwise terminate
Executive's employment at any time with or without
cause.

     11.  No Vested Interest.  Neither Executive nor
Executive's beneficiary shall have any right, title, or
interest in any benefit under this Agreement prior to
the occurrence of the right to the payment thereof, or
in any property of the Corporation or its subsidiaries
or affiliates.

     12.  Prior Agreements.  This Agreement contains
the understanding between the parties hereto with
respect to Severance Benefits in connection with a
Change of Control of the Corporation and supersedes any
such prior agreement between the Corporation (or any
predecessor of the Corporation) and Executive.  If
there is any discrepancy or conflict between this
Agreement and any plan, policy, or program of the
Corporation regarding any term or condition of
Severance Benefits in connection with a Change of
Control of the Corporation, the language of this
Agreement shall govern.

     13.  Validity.  The invalidity or unenforceability
of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of
this Agreement, which shall remain in full force and
effect.

     14.  Counterparts.  This Agreement may be executed
in several counterparts, each of which shall be deemed
to be an original but all of which together shall
constitute one and the same instrument.

     15.  Arbitration.  The sole and exclusive method
for resolving any dispute arising out of this Agreement
shall be arbitration in accordance with this paragraph.
Except as provided otherwise in this paragraph,
arbitration pursuant to this paragraph shall be
governed by the Commercial Arbitration Rules of the
American Arbitration Association.  A party wishing to

<PAGE>

obtain arbitration of an issue shall deliver written
notice to the other party, including a description of
the issue to be arbitrated.  Within fifteen (15) days
after either party demands arbitration, the Corporation
and the Executive shall each appoint an arbitrator.
Within fifteen (15) additional days, these two
arbitrators shall appoint the third arbitrator by
mutual agreement; if they fail to agree within said
fifteen (15) day period, then the third arbitrator
shall be selected promptly pursuant to the rules of the
American Arbitration Association for Commercial
Arbitration.  The arbitration panel shall hold a
hearing in Schoolcraft County, Michigan, within ninety
(90) days after the appointment of the third
arbitrator.  The fees and expenses of the arbitrator,
and any American Arbitration Association fees, shall be
paid by the Corporation.  Both the Corporation and the
Executive may be represented by counsel and may present
testimony and other evidence at the hearing.  Within
ninety (90) days after commencement of the hearing, the
arbitration panel will issue a written decision; the
majority vote of two of the three arbitrators shall
control.  The majority decision of the arbitrators
shall be final and binding on the parties, and shall be
enforceable in accordance with law.  Judgment may be
entered on the arbitrators' award in any court having
jurisdiction.  The Executive shall be entitled to seek
specific controversy arising under or in connection
with this Agreement.  The Corporation will reimburse
Executive for all reasonable attorney fees incurred by
Executive as the result of any arbitration with regard
to any issue under this Agreement (or any judicial
proceeding to compel or to enforce such arbitration);
(i) which is initiated by Executive if the Corporation
is found in such proceeding to have violated this
Agreement substantially as alleged by Executive; or
(ii) which is initiated by the Corporation, unless
Executive is found in such proceeding to have violated
this Agreement substantially as alleged by the
Corporation.

     IN WITNESS WHEREOF, the parties have signed this
Agreement as of the day and year written above.

                              FIRST MANISTIQUE CORPORATION:


                              By: /s/ John Lindroth
                                 ---------------------------------------
                                 John Lindroth, Chairman of the
                                 Compensation Committee


                              EXECUTIVE:


                              /s/ Sherry Littlejohn
                              -------------------------------------------
                              Sherry Littlejohn, Executive Vice President