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                                                                     EXHIBIT 4.1



                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is entered into as
of __________, 1999 by and between Bingham Financial Services Corporation, a
Michigan corporation (the "Company"), and __________ (the "Holder").

                                    RECITALS:

         A.    As of April 27, 1999, the Holder has purchased from the Company
_________ shares of the Company's common stock, no par value (the "Shares").

         B.    The Company and the Holder are entering into this Agreement to
set forth certain registration rights with respect to the Shares.

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

          1.   DEFINITIONS. The following capitalized terms shall have the
          following definitions:

               (a) "Common Stock" means the Company's common stock, no par
          value.

               (b) "Par Securities" means all securities of the Company
          purchased in the Private Placement.

               (c) "Person" means an individual, a partnership, a limited
          liability company, a joint venture, a corporation, a trust, an
          unincorporated organization, a government or any department or agency
          thereof, or any other entity.

               (d) "Prior Securities" means all securities of the Company which,
          as of April 27, 1999, were issued and outstanding and which have
          "piggyback" registration rights.

               (e) "Private Placement" means the offer and sale by the Company
          to investors of 800,330 shares of Common Stock, including the Shares,
          effective as of April 27, 1999.

               (f) "Registrable Securities" means (i) the Shares; and (ii) any
          shares of Common Stock issued or issuable with respect to the Shares
          by way of stock dividend, stock split or in connection with a
          combination of stock, recapitalization, merger, consolidation or other
          reorganization. As to any particular Registrable Securities, such
          securities will cease to be Registrable Securities on the earliest of
          the following dates: (i) the date such securities have been sold to
          the public pursuant to an offering registered under the Securities
          Act, or (ii) the date such securities are eligible to be sold pursuant
          to Rule 144 (or any similar provisions then in force) under the
          Securities Act.

               (g) "Registration Statement" means any registration statement of
          the Company which covers any Registrable Securities pursuant to the
          provisions of this Agreement.

               (h) "SEC" means the Securities and Exchange Commission.

               (i) "Securities Act" means the Securities Act of 1933, as
          amended, or any similar federal law then in force.


               (j) "Subordinate Securities" means all securities of the Company
          which have


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          "piggyback" registration rights subordinate to those of the
          Registrable Securities as set forth in Section 3.


          2.    DEMAND REGISTRATION.

               (a) From the later of (i) the date on which the Company is
          eligible to file registration statements on Form S-3; or (ii) one year
          after the date of this Agreement (the "Registrable Date"), until the
          third anniversary of the Registrable Date, subject to the terms of
          this Agreement, the holders of at least 50% of the then outstanding
          shares of the Registrable Securities may request one (1) registration
          under the Securities Act of all or part of their Registrable
          Securities (a "Demand Registration"), provided, however, that the
          Company must then be eligible to file registration statements on Form
          S-3 or any similar short-form registration. Within twenty (20) days
          after receipt of any request pursuant to this Section 2.1, the Company
          shall give written notice of such request to all holders of
          Registrable Securities and shall include in such registration all
          Registrable Securities with respect to which the Company has received
          written requests for inclusion within fifteen (15) days after delivery
          of the Company's notice.

               (b) The Company shall include in any Demand Registration any
          Registrable Securities; provided, however, if the Demand Registration
          is an underwritten public offering and the managing underwriters
          advise the Company in writing that in their opinion the number of
          securities requested to be included exceeds the number of securities
          which can be sold in an orderly manner in such offering within a price
          range acceptable to the holders of a majority of the Registrable
          Securities initially requesting registration, the Company shall
          include in such registration only that number of Registrable
          Securities requested to be included which in the opinion of such
          underwriters can be sold in an orderly manner within the price range
          of such offering, pro-rata among the respective holders thereof on the
          basis of the amount of Registrable Securities owned by each such
          holder.

               (c) The Company may postpone for up to ninety (90) days the
          filing or the effectiveness of a registration statement for a Demand
          Registration if the Company reasonably believes that such Demand
          Registration would have an adverse effect on any proposal or plan by
          the Company or any of its subsidiaries to engage in any acquisition of
          assets (other than in the ordinary course of business) or any merger,
          consolidation, reorganization, tender offer or other significant
          transaction.

               (d) The party originally requesting a Demand Registration shall
          have the right to select the managing underwriters to administer the
          offering anticipated by any Demand Registration; provided, however,
          that such managing underwriters are recognized nationally and are
          approved by the Company, which approval shall not be unreasonably
          withheld, conditioned or delayed. Notwithstanding the foregoing, if
          the Company proposes to participate in any Demand Registration, the
          Company shall have the sole and exclusive right to select the
          underwriter(s) to administer the offering.

          3.   PIGGYBACK REGISTRATION.

               (a) If the Company proposes to register any of its securities
          under the Securities Act (other than pursuant to (i) a registration on
          Form S-4 or any successor form, or (ii) an offering of securities in
          connection with an employee benefit plan, a stock option plan, a stock
          dividend plan, a stock ownership plan or a dividend reinvestment plan)
          at any time after the date hereof and the registration form to be used
          may be used for the registration of Registrable Securities (a
          "Piggyback Registration"), the Company


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          shall give prompt written notice to all holders of Registrable
          Securities of its intention to effect such a registration (each a
          "Piggyback Notice") and, subject to Sections 3(b) and 3(c) below, the
          Company shall include in such registration all Registrable Securities
          with respect to which the Company has received written requests for
          inclusion therein within fifteen (15) days after the date of sending
          of the Company's notice (the "Included Registrable Securities");
          provided, however, that, at the Company's option, the Company may file
          a separate Registration Statement for, and with respect to, Included
          Registrable Securities in satisfaction of the Company's obligation
          hereunder.

               (b) If a Piggyback Registration is an underwritten registration
          that includes primary shares to be sold on behalf of the Company, and
          the managing underwriters advise the Company in writing that in their
          opinion the number of securities requested to be included in such
          registration exceeds the number which can be sold in an orderly manner
          within a price range acceptable to the Company, the Company shall
          include in such registration (i) first, the securities the Company
          proposes to sell, (ii) second, any Prior Securities requested to be
          included in such registration, if any, by the holders thereof, (iii)
          third, the Registrable Securities and any other Par Securities
          requested to be included in such registration, pro rata among the
          holders of Registrable Securities and other Par Securities requesting
          such registration on the basis of the number of shares owned by each
          such holder, and (iv) finally, any Subordinate Securities requested to
          be included in such registration by holders thereof.

               (c) If a Piggyback Registration is an underwritten secondary
          registration initiated by and on behalf of holders of the Company's
          securities other than the holders of Registrable Securities pursuant
          to the exercise of demand registration rights, and the managing
          underwriters advise the Company in writing that in their opinion the
          number of securities requested to be included in such registration
          exceeds the number which can be sold in an orderly manner in such
          offering within a price range acceptable to the holders initially
          requesting such registration, the Company shall include in such
          registration (i) first, all of the securities requested to be included
          therein by the holders initially requesting such registration, and
          (ii) second, any Prior Securities requested to be included in such
          registration, if any, by the holders thereof, (iii) third, the
          Registrable Securities and any other Par Securities requested to be
          included in such registration, pro rata among the holders of
          Registrable Securities and other Par Securities requesting such
          registration on the basis of the number of shares owned by each such
          holder, and (iv) finally, any Subordinate Securities requested to be
          included in such registration by holders thereof.

               (d) After the date of this Agreement, the Company shall not,
          without the written consent of the holders of Registrable Securities,
          grant to any holder or purchaser of the Company's securities piggyback
          rights prior to or on a par with the rights of holders of Par
          Securities, as set forth in this Section 3.

               (e) In the case of an underwritten Piggyback Registration, the
          Company shall have the sole and exclusive right to select the
          underwriter(s) to administer the offering.

          4.   REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company shall use its reasonable best efforts to effect
the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof and pursuant thereto the Company
shall as expeditiously as possible:


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               (a) prepare and file with the SEC a Registration Statement with
          respect to such Registrable Securities and use its reasonable best
          efforts to cause such Registration Statement to become effective;

               (b) prepare and file with the SEC such amendments and supplements
          to such Registration Statement and the prospectus used in connection
          therewith as may be necessary to keep such Registration Statement
          effective for the period required by the intended method of
          disposition, and comply with the provisions of the Securities Act with
          respect to the disposition of all securities covered by such
          Registration Statement during such period in accordance with the
          intended methods of disposition by the sellers thereof set forth in
          such Registration Statement;

               (c) furnish to each seller of Registrable Securities such number
          of copies of such Registration Statement, each amendment and
          supplement thereto, the prospectus included in such Registration
          Statement (including each preliminary prospectus) and such other
          documents as such seller may reasonably request in order to facilitate
          the disposition of the Registrable Securities owned by such seller;

               (d) use its reasonable best efforts to register or qualify such
          Registrable Securities under such other securities or blue sky laws of
          such jurisdictions as any seller reasonably requests and do any and
          all other acts and things which may be reasonably necessary or
          advisable to enable such seller to consummate the disposition in such
          jurisdictions of the Registrable Securities owned by such seller
          (provided that the Company shall not be required to (i) qualify
          generally to do business in any jurisdiction where it would not
          otherwise be required to qualify but for this Section 4(d), (ii)
          subject itself to taxation in any such jurisdiction, (iii) consent to
          general service of process in any such jurisdiction, or (iv) qualify
          such Registrable Securities in a given jurisdiction where expressions
          of investment interest are not sufficient in such jurisdiction to
          reasonably justify the expense of qualification in the jurisdiction or
          where such qualification would require the Company to register as a
          broker or dealer in such jurisdiction).

               (e) notify each seller of such Registrable Securities, at any
          time when a prospectus relating thereto is required to be delivered
          under the Securities Act, of the happening of any event as a result of
          which the prospectus included in such Registration Statement contains
          an untrue statement of a material fact or omits any material fact
          necessary to make the statements therein not misleading, and, at the
          request of any such seller, the Company shall prepare a supplement or
          amendment to such prospectus so that, as thereafter delivered to the
          purchasers of such Registrable Securities, such prospectus shall not
          contain an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein not misleading;

               (f) use its reasonable best efforts to cause all such Registrable
          Securities to be listed on each securities exchange on which similar
          securities issued by the Company are then listed and to be qualified
          for trading on each system on which similar securities issued by the
          Company are from time to time qualified;

               (g) in the event of an underwritten public offering, enter into
          and perform its obligations under an underwriting agreement, in usual
          and customary form, with the managing underwriter(s) of such offering;
          and

               (h) in the event of the issuance of any stop order suspending the
          effectiveness of a Registration Statement, or of any order suspending
          or preventing the use of any



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          related prospectus or suspending the qualification of any Common
          Stock included in such Registration Statement for sale in any
          jurisdiction, the Company shall use its reasonable best efforts to
          promptly obtain the withdrawal of such order.

The Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4(e) or (h) hereof, such
Holder shall forthwith discontinue disposition of shares of Common Stock
pursuant to a Piggyback Registration until receipt of the copies of an
appropriate supplement or amendment to the prospectus under Section 4(e) or
until the withdrawal of such order under Section 4(h).

           5.  REGISTRATION EXPENSES. The Company shall bear all costs and
expenses incident to the Company's performance of, or compliance with, this
Agreement, including, without limitation, all registration and filing fees, fees
and expenses of compliance with securities or blue sky laws, printing expenses,
messenger and delivery expenses, and fees and disbursements of counsel for the
Company, all independent certified public accountants of the Company and fees
and expenses of other Persons retained by the Company in connection with the
distribution of the Registrable Securities. Each holder participating in a
registration shall pay all discounts and commissions attributable to, and all
transfer taxes relating to the sale or disposition of his, her or its
securities. Each holder shall also pay all fees and expenses of any attorney or
accountant retained by him, her or it in connection with the registration of
his, her or its securities.

           6. INDEMNIFICATION.

              (a) The Company agrees to indemnify, to the extent permitted by
           law, each holder of Registrable Securities, its officers, directors
           and trustees and each Person who controls (within the meaning of the
           Securities Act) such holder against all losses, claims, damages,
           liabilities and expenses caused by any untrue or alleged untrue
           statement of material fact contained in any Registration Statement,
           prospectus or preliminary prospectus or any amendment thereof or
           supplement thereto or any omission or alleged omission of a material
           fact required to be stated therein or necessary to make the
           statements therein not misleading, except insofar as the same are
           caused by or contained in any information furnished to the Company in
           writing by such holder expressly for use therein or by such holder's
           failure to deliver a copy of the Registration Statement or prospectus
           or any amendments or supplements thereto after the Company has
           furnished such holder with a sufficient number of copies of the same.
           In connection with an underwritten offering, the Company shall
           indemnify such underwriters, their officers and directors and each
           Person who controls (within the meaning of the Securities Act) such
           underwriters to the same extent as provided above with respect to the
           indemnification of the holders of Registrable Securities.


              (b) In connection with any Registration Statement in which a
           holder of Registrable Securities is participating, each such holder
           shall furnish to the Company in writing such information as the
           Company reasonably requests for use in connection with any such
           Registration Statement or prospectus and, to the extent permitted by
           law, shall indemnify the Company, its directors and officers and each
           Person who controls (within the meaning of the Securities Act) the
           Company against any losses, claims, damages, liabilities and expenses
           resulting from any untrue or alleged untrue statement of material
           fact contained in the Registration Statement, prospectus or
           preliminary prospectus or any amendment thereof or supplement thereto
           or any omission or alleged omission of a material fact required to be
           stated therein or necessary to make the statements therein not
           misleading, but only to the extent that such untrue statement or
           omission is contained in any information so furnished in writing by
           such holder; provided, however, that the



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     obligation to indemnify under this Section 6(b) shall be several, not
     joint and several, among such holders of Registrable Securities.

          (c) Any Person entitled to indemnification hereunder shall (i) give
     prompt written notice to the indemnifying party of any claim with respect
     to which it seeks indemnification and (ii) unless in such indemnified
     party's reasonable judgment a conflict of interest between such indemnified
     and indemnifying parties may exist with respect to such claim, permit such
     indemnifying party to assume the defense of such claim with counsel
     reasonably satisfactory to the indemnified party. If such defense is
     assumed, the indemnifying party shall not be subject to any liability for
     any settlement made by the indemnified party without its consent (but such
     consent shall not be unreasonably withheld). An indemnifying party who is
     not entitled to, or elects not to, assume the defense of a claim shall not
     be obligated to pay the fees and expenses of more than one counsel for all
     parties indemnified by such indemnifying party with respect to such claim,
     unless in the reasonable judgment of any indemnified party a conflict of
     interest may exist between such indemnified party and any other such
     indemnified parties with respect to such claim.

          (d) If for any reason the indemnification provided for in the
     preceding clauses (a) and (b) is unavailable to an indemnified party or
     insufficient to hold such party harmless as contemplated by the preceding
     clauses (a) and (b), then the indemnifying party shall contribute to the
     amount paid or payable by the indemnified party as a result of the loss,
     claim, damage, liability or expense in the proportion as is appropriate to
     reflect (i) the relative fault of the indemnified party and the
     indemnifying party, and (ii) any other relevant equitable considerations.

          (e) The indemnities provided in this Section 6 shall survive the
     Holder's transfer of any Registrable Securities.

     7.   PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Person may participate
in any registration hereunder which is underwritten unless such Person (a)
agrees to sell such Person's securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

     8.   DISCLOSURE. With a view to making available to the Holder the benefits
of Rule 144 promulgated under the Securities Act, the Company agrees, for a
period of two years following the date of this Agreement, to:

          (a) make and keep public information available within the meaning of
     Rule 144(c) of the Securities Act;

          (b) file with the SEC in a timely manner all reports and other
     documents required of the Company under the Securities Act and the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"); and

          (c) furnish to the Holder, so long as the Holder owns any Registrable
     Securities, forthwith upon request (i) a written statement by the Company
     that it has complied with the reporting requirements of Rule 144 and the
     Exchange Act, (ii) a copy of the most recent annual or quarterly report of
     the Company, and (iii) such other reports, documents and other information
     in the possession of or reasonably obtainable by the Company as the Holder
     may reasonably request in availing itself of Rule 144.


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     9.   MISCELLANEOUS.

          (a) The Company shall not hereafter enter into any agreement with
     respect to its securities which is inconsistent with or violates the rights
     granted to the holders of Registrable Securities in this Agreement.

          (b) Any Person having rights under any provision of this Agreement
     shall be entitled to enforce such rights specifically to recover damages
     caused by reason of any breach of any provision of this Agreement and to
     exercise all other rights granted by law. The parties agree and acknowledge
     that money damages may not be an adequate remedy for any breach of the
     provisions of this Agreement and that any party may in its sole discretion
     apply to any court of law or equity of competent jurisdiction (without
     posting any bond or other security) for specific performance and for other
     injunctive relief in order to enforce or prevent violation of the
     provisions of this Agreement.

          (c) Except as otherwise provided herein, the provisions of this
     Agreement may be amended or waived only upon the prior written consent of
     the Company and holders of a majority of the then outstanding shares of
     Registrable Securities.

          (d) All covenants and agreements in this Agreement by or on behalf of
     any of the parties shall bind and inure to the benefit of the respective
     successors and assigns of the parties hereto whether so expressed or not.
     In addition, whether or not any express assignment has been made, the
     provisions of this Agreement which are for the benefit of purchasers or
     holders of Registrable Securities are also for the benefit of, and
     enforceable by, any subsequent holder of Registrable Securities.

          (e) Whenever possible, each provision of this Agreement shall be
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision of this Agreement is held to be prohibited by or
     invalid under applicable law, such provision shall be ineffective only to
     the extent of such prohibition or invalidity, without invalidating the
     remainder of this Agreement.

          (f) This Agreement may be executed in any number of counterparts, each
     of which shall be deemed an original and all of which together shall
     constitute one and the same agreement. Photographic or facsimile
     reproductions of this Agreement may be made and relied upon to the same
     extent as the originals.

          (g) The descriptive headings of this Agreement are inserted for
     convenience only and do not constitute a part of this Agreement.

          (h) This Agreement has been executed in, and shall be construed in
     accordance with the laws of, the State of Michigan.

          (i) All notices, demands or other communications to be given or
     delivered under or by reason of the provisions of this Agreement shall be
     in writing and shall be deemed to have been given when delivered personally
     to the recipient, sent to the recipient by reputable express courier
     service (charges prepaid) or mailed to the recipient by certified or
     registered mail, return receipt requested and postage prepaid. Such
     notices, demands and other communications shall be sent to the Holder at
     the address indicated on the records of the Company and to the Company at
     the address indicated below:



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                              260 East Brown Street
                                    Suite 200
                              Birmingham, MI 48009

     or to such other address or to the attention of such other person as the
     recipient party has specified by prior written notice to the sending
     party.


     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of                 , 1999.
                ----------------

                                   COMPANY:

                                   BINGHAM FINANCIAL SERVICES CORPORATION,
                                   a Michigan corporation


                                   By:
                                       ---------------------------------------

                                   Its:
                                       ---------------------------------------


                                   HOLDER:



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




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