Michigan Department of Consumer and Industry Services
 Filing Endorsement
 This is to Certify that the ARTICLES OF INCORPORATION  PROFIT
 for
 BIRMINGHAM BLOOMFIELD BANCORP, INC.
 ID NUMBER: 10830D
 received by facsimile transmission on February 11, 2004 is hereby endorsed filed on February 26,
2004 by the Administrator. The document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the document.
 (SEAL)
    
    In testimony whereof, I have hereunto set my hand and
affixed the Seal of the Department, In the
City of Lansing, this 26th day of February, 2004./s/ Andrew L. Metcalf Jr.
    
    , DirectorBureau of Commercial ServicesSent by Facsimile Transmission




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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
 Date Received
    
    (FOR BUREAU USE ONLY)This document is effective on the date filed, unless a subsequent effective date within 90 days
after received date is stated in the document.
     City
    
    State
    
    Zip CodeDetroit,
MI 48226
    
    
    
    
    
    Effective Date:Document will be
returned to the name and address you enter above.If left blank
document will be mailed to the registered office.
 
 ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
 Pursuant
to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes
the following Articles:
       1.
    
    Common Shares 60,000Preferred Shares None2.
    
    A statement of all or any of the relative rights, preferences
and limitations of the shares of
each class is as follows:
   1 Woodward Ave Ste 2400, Detroit
    
    
    
    ,  Michigan
    
    48226(Street Address)
    
    (City)
    
    
    
    (Zip Code)
  ,  Michigan(Street
Address or P.O. Box)
    
    (City)
    
    
    
    (Zip Code)




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Name
    
    Residence or Business AddressDavid D. Warner
    
    1 Woodward Ave Ste 2400, Detroit MI
48226




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(i)
    
    The amount of a financial benefit received by a director to which he or she is not entitled.(ii)
    
    Intentional infliction of harm on the corporation or the shareholders.(iii)
    
    A violation of section 551 of the Michigan Business Corporation Act (the Act).(iv)
    
    An Intentional criminal act.
  th
 /s/ David D. WarnerDavid D. Warner, Incorporator




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Michigan
Department of Labor & Economic Growth
 Filing Endorsement
 This
is to Certify that the RESTATED ARTICLES OF INCORPORATION   PROFIT
 for
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 ID NUMBER: 10830D
 received by facsimile transmission on September 26, 2005 is hereby endorsed filed on September 27,
2005 by the Administrator. The document is effective on the date filed, unless a subsequent
effective date within 90 days after received date is stated in the document.
 (SEAL)
    
    In testimony whereof, I have hereunto set my hand and
affixed the Seal of the Department, In the
City of Lansing, this 28th day of September, 2005./s/ Andrew L. Metcalf Jr.
    
    , DirectorBureau of Commercial ServicesSent by Facsimile Transmission 06271




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MICHIGAN
DEPARTMENT OF LABOR AND ECONOMIC GROWTH
BUREAU OF COMMERCIAL SERVICES
 Date Received
    
    (FOR BUREAU USE ONLY)
  
  
 city
    
    State
    
    Zip CodeEFFECTIVE DATE:Document will be
returned to the name and address you enter above.If left blank
document will be mailed to the registered office.
 RESTATED ARTICLES OF INCORPORATION  For use by Domestic Profit Corporations
 Pursuant
to the provisions of Acts 284, Public Acts of 1972, the undersigned corporation
executes the following restated articles of incorporation:
 1.
    
    The present name of the corporation is: Birmingham Bloomfield Bancorp, Inc.2.
    
    The identification number assigned by the Bureau is: 108-30D3.
    
    All former names of the corporation are: None.4.
    
    The date of filing the original articles of incorporation
was: February 26, 2004.
  The following restated articles of incorporation supersede the articles of incorporation and shall
be the articles of incorporation for the corporation:
 ARTICLE
1
  ARTICLE
II




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ARTICLE III
  Preferred Stock




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Common Stock
    3




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General Provisions
  ARTICLE IV
   ARTICLE V
  ARTICLE VI
  4




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5




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ARTICLE VII
  ARTICLE VIII
  ARTICLE IX
 provided however
  6




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Signed this September 9, 2005.
    BIRMINGHAM BLOOMFIELD BANCORP, INC.By:
    /s/ Robert FarrRobert Farr, President 7




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Michigan Department Of Energy, Labor & Economic Growth
 Filing Endorsement
 This
is to Certify that the CERTIFICATE OF AMENDMENT  CORPORATION
 for
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 ID NUMBER: 10830D
 received
by facsimile transmission on April 21, 2009 is hereby
endorsedFiled on April 21, 2009 by
the Administrator.
 The document is effective on the date filed, unless a  subsequent effective date within 90 days
after  received date is stated in the document
 (SEAL)
    
    In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department, in the
City of Lansing, this 21ST day of April, 2009./s/ Andrew L. Metcalf Jr.
    
    , DirectorSent by Facsimile Transmission.
    
    Bureau of Commercial Services




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Issuer
 Board of Directors Fixed Rate Cumulative Perpetual Preferred Stock, Series B
  Designation and Number of Shares Designated
Preferred Stock
 Standard Provisions
 Definitions
 Common Stock
 Dividend Payment Date
 1




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Junior Stock
 Liquidation
Amount
 Minimum Amount
 Parity Stock
 Signing Date
 UST Preferred Stock
 Certain Voting Matters
  Birmingham Bloomfield Bancshares. Inc.By:
    /s/ Robert E. FarrName:
    Robert E. FarrTitle:
    President and Chief Executive Officer 2




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STANDARD PROVISIONS
 General Matters
 Standard Definitions
 Appropriate Federal Banking Agency
 Business
Combination
 Business Day
 Bylaws
 Certificate
of Designations
 Charter
 Dividend Period
 Dividend Record Date
 Liquidation Preference
 Original Issue Date
 Preferred Director
 A-1




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Preferred Stock
 Qualified Equity Offering
 Standard Provisions
 Successor Preferred Stock
 Voting Parity Stock
 Dividends
 Rate (i.e., Dividend Period ,
  A-2




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Dividend Record Date
  Priority of Dividends
 
 A-3




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pro rata
  Liquidation Rights
 Voluntary or Involuntary Liquidation Liquidation Preference
 Partial
Payment
 Residual Distributions
 A-4




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Merger, Consolidation and Sale of Assets Not Liquidation
 Redemption
 Optional Redemption
 provided Successor Preferred Stock
 A-5




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No Sinking Fund
 Notice
of Redemption
 Partial Redemption pro rata
 Effectiveness
of Redemption pro rata
 A-6




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Status of Redeemed Shares (provided
 Conversion
 Voting Rights
 General
 Preferred Stock Directors Preferred Directors Preferred Director provided
 A-7




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Class Voting Rights as to Particular Matters
 Authorization of Senior Stock
 Amendment of Designated Preferred Stock
 Share Exchanges, Reclassifications, Mergers and Consolidations
 A-8




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provided,
however,
 Changes after Provision for Redemption
 Procedures for Voting and Consents
 Record Holders
 Notices
 No Preemptive Rights
 A-9




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Replacement Certificates
 Other Rights
 A-10




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Michigan Department Of Energy, Labor & Economic Growth
 Filing Endorsement
 This
is to Certify that the CERTIFICATE OF AMENDMENT  CORPORATION
 for
 BIRMINGHAM BLOOMFIELD BANCSHARES, INC.
 ID NUMBER: 10830D
 received by facsimile transmission on April 21, 2009 is hereby endorsed 
Filed on April 21, 2009 by
the Administrator.
 The
document is effective on the date filed, unless a  subsequent effective date within 90 days
after  received date is stated in the document.
 (SEAL)
    
    In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department, In the
City of Lansing, this 21 ST day of April, 2009./s/ Andrew L. Metcalf Jr.
    
    , DirectorSent by Facsimile Transmission.
    
    Bureau of Commercial Services




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Issuer
 Board of Directors Fixed Rate Cumulative Perpetual Preferred
Stock, Series A
 RESOLVED
 Designation and Number of Shares Designated,
preferred Stock
 Standard Provisions
 Definitions
 Common Stock
 Dividend Payment Date
 1




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Junior
Stock
 Liquidation Amount
 Minimum Amount
 Parity Stock
 Signing Date
 Certain Voting Matters
  BIRMINGHAM BLOOMFIELD
BANCSHARES. INC.By:
    /s/ Robert E. FarrName:
    Robert E. FarrTitle:
    President and Chief Executive Officer 2




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Schedule A
 STANDARD PROVISIONS
 General Matters
 Standard Definitions
 Applicable Dividend Rate 9%
 Appropriate Federal Banking Agency
 Business Combination
 Business Day
 Bylaws
 Certificate
of Designations
 Charter
 Dividend Period
 Dividend Record Date
 Liquidation
Preference
 A-1




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Original Issue Date
 Preferred Director
 Preferred Stock
 Qualified Equity Offering
 Standard Provisions
 Successor Preferred Stock
 Voting Parity Stock
 Dividends
 Rate i.e. Dividend
Period
 A-2




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Dividend Record Date
  Priority of Dividends
 A-3




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pro rata
  Liquidation Rights
 Voluntary or Involuntary Liquidation Liquidation Preference
 Partial Payment
 A-4




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Residual Distributions
 Merge, Consolidation and Sale of Assets Not Liquidation
 Redemption
 Optional Redemption
 provided Successor Preferred Stock
 A-5




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No Sinking Fund
 Notice of Redemption
 Partial Redemption pro
rata
 Effectiveness of Redemption
 A-6




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pro rata
 Status of Redeemed Shares (provided
 Conversion
 Voting Rights
 General
 Preferred Stock Directors Preferred Directors Preferred Director provided
 A-7




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Class Voting Rights as to Particular Matters
 Authorization of Senior Stock
 Amendment of Designated Preferred Stock
 Share Exchanges, Reclassifications, Mergers and Consolidations
 A-8




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provided, however,
 Changes after Provision for Redemption
 Procedure for Voting and Consents
 Record Holders
 Notices
 A-9




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No Preemptive Rights
 Replacement Certificates
 Other Rights
 A-10