MICHIGAN DEPARTMENT OF COMMERCE CORPORATION & SECURITIES BUREAU
Filed February 22, 1994

CERTIFICATE OF DESIGNATION FOR SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF MICHIGAN EMPIRE BANC CORPORATION PURSUANT TO SECTION 302 OF THE MICHIGAN
BUSINESS CORPORATION ACT

I, William T. Fitzgerald, Jr., Secretary, of Michigan Empire Banc Corporation
a corporation organized and existing under the laws of the State of Michigan
(the "Corporation"), DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the Board of Directors by the
Articles of Incorporation of the Corporation, the Board of Directors on 
January 27, 1994, adopted the following resolution creating a series of fifty
thousand (50,000) shares of Preferred Stock designated as Series A Junior
Participating Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of
the Corporation in accordance with the provisions of its Articles of
Incorporation, a series of Preferred Stock of the Corporation be and is 
hereby created, and that the designation and amount thereof and the voting
powers, preferences and the relative, participating, options, or other special
rights of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:

Section 1.  Designation and Amount.  The shares of such series shall be 
Designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 50,000.

Section 2.  Dividends and Distributions
(A) Subject to the prior and superior rights of the holders of any shares of
any series of Preferred Stock ranking prior and superior to the shares of 
Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock shall be entitled to receive, when, as and if 
declared by the Board of Directors out of funds legally available for the 
purpose, quarterly dividends payable in cash on the last day of January,
April, July, October in each year (each such date being referred to herein
as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a 
share of Series A Preferred Stock, in an amount per share (rounded to the 
nearest cent) equal to the greater of (a) $5.00 or (b) subject to the 
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share 
amount (payable in kind) of all non-cash dividends or other distributions
other than a dividend payable in shares of Common Stock or a subdivision
of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock, $5.00 par value per share, of the Corporation
(the "Common Stock") since the immediately preceding Quarterly Dividend 
Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A
Preferred Stock.  In the event the Corporation shall at any time after 
January 27, 1994 (i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine

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the outstanding Common Stock into a smaller number of shares, then in each 
such case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of the 
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of share of Common Stock outstanding
immediately after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A
Preferred Stock as provided in paragraph (A) above immediately after it 
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
dividend Payment Date, a dividend of $5.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend 
Payment Date.

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of
Series A Preferred Stock from the Quarterly Dividend Payment Date next 
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall 
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend 
Payment Date, in either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date.  Accrued but 
unpaid dividends shall not bear interest.  Dividends paid on the shares of 
Series A Preferred Stock in an amount less than the total amount of such 
dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time 
outstanding.  The Board of Directors may fix a record date for the 
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which
record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

Section 3.  Voting Rights.  The holders of shares of Series A Preferred Stock
shall have the following voting rights:  

(A) Subject to the provisions for adjustment hereinafter set forth, each 
share of Series A Preferred Stock shall entitle the holder thereof to 100 
votes on all matters submitted to a vote of the shareholders of the 
Corporation.  In the event the Corporation shall at any time after the 
January 27, 1994 (i) declare or pay any dividend on Common Stock payable in 
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or 
(iii) combine the outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of 
shares of Series A Preferred Stock were entitled immediately prior to such
event shall be adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately 
after such event and denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.



<PAGE>   3

(B) Except as otherwise provided herein or by law, the holders of shares
of Series A Preferred Stock and the holders of Shares of Common Stock shall
vote together as one class on all matters submitted to a vote of shareholders
of the Corporation.

(C) (i) If at any time dividends on any Series A Preferred Stock shall be in
arrears in an amount equal to four (4) quarterly dividends thereon, the 
occurrence of such contingency shall mark the beginning of a period (herein
called a "default period") which shall extend until such time when all 
accrued and unpaid dividends for all previous quarterly dividends periods 
and for the current quarterly dividend period on all shares of Series A 
Preferred Stock then outstanding shall have been declared and paid or set 
apart for payment.  During each default period, all holders of Preferred 
Stock (including holders of Series A Preferred Stock) with dividends in 
arrears in an amount equal to four (4) quarterly dividends thereon, voting
as a class, irrespective of series, shall have the right to elect two (2)
Directors.
    (ii)  During any default period, such voting right of the holders of 
Series A Preferred Stock may be exercised initially at a special meeting 
called pursuant to subparagraph (iii) of the Section 3(C) or at any annual
meeting of shareholders, and  thereafter at annual meetings of shareholders,
provided that neither such voting right nor the right of the holders of any
series of Preferred Stock, if any, to increase, in certain cases, the 
authorized number of Directors shall be exercised unless the holders of ten
percent (10%) in number of shares of Preferred Stock outstanding shall be 
present in person or by proxy.  The absence of a quorum of the holders of 
Common Stock shall not affect the exercise by the holders of Preferred Stock
of such voting right.  At any meeting at which the holders of Preferred Stock
shall exercise such voting right initially during an existing default period,
they shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two 
(2) Directors.  If the number which may be so elected at any special meeting 
does not amount to the required number, the holders of the Preferred Stock 
shall have the right, subject to the limitation on number of directors set
forth in the Articles of Incorporation, to make such increase in the number of
Directors as shall be necessary to permit the election by them of the required
number.  After the holders of the Preferred Stock shall have exercised their
right to elect Directors in any default period and during the continuance of
such period, the number of Directors shall not be increased or decreased
except by vote of the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to or on a
parity with the Series A Preferred Stock.

(iii) Unless the holders of Preferred Stock shall, during an existing 
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in 
the aggregate not less than ten percent (10%) of the total number of shares
of Preferred Stock outstanding, irrespective of series, may request the 
calling of a special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the Chairman, the President, the Mergers and 
Acquisitions Committee or the Board of Directors of the Corporation.  Notice
of such meeting and of any annual meting at which holders of Preferred Stock
are entitled to vote pursuant to this paragraph (C)(iii) shall be given to 
each holder of record of Preferred Stock by mailing a copy of such notice to
him at his last address as the same appears on the books of the Corporation.
Such meeting shall be called for a time not earlier than 10 days and not 
later than 60 days after such order or request; or in default of the calling
<PAGE>   4

of such meeting within 60 days after such order or request, such meeting may
be called on similar notice by any shareholder or shareholders owning in the
aggregate not less than 10% of the total number of shares of Preferred Stock
outstanding.  Notwithstanding the provisions of this paragraph (C)(iii), no
such special meeting shall be called during the period within 60 days 
immediately preceding the date fixed for the next annual meeting of the 
shareholders.

(iv) In any period the holders of Common Stock, and other classes of stock
of the Corporation if applicable, shall continue to be entitled to elect the 
whole number of Directors until the holders of Preferred Stock shall have 
exercised their right to elect two (2) Directors voting as a class, after the
exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph 
(C)(ii) of this Section 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which 
Elected the Director whose office shall have become vacant.  References in this
Paragraph (C) to Directors elected by the holders of a particular class of 
Stock shall include Directors elected by such Directors to fill vacancies as
provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease,
(y) the term of any Directors elected by the holders of Preferred Stock as a
class shall terminate, and (z) the number of Directors shall be such number
as may be provided for in the Articles of Incorporation or bylaws irrespective
of any increase made pursuant to the provisions of paragraph (C)(ii) of this
Section 3 (such number being subject, however, to change thereafter in any
manner provided by law or in the Articles of Incorporation or bylaws).  Any
vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the 
remaining Directors.

(D) Except as set forth herein, holders of Series A Preferred Stock shall
have no special voting rights and their consent shall not be required (except
to the extent they are entitled to vote with holders of Common Stock as set 
forth herein) for taking any corporate action.

Section 4.  Certain Restrictions

(A) Whenever quarterly dividends or other dividends or distributions payable
on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, 
whether or not declared, on shares of Series A Preferred Stock outstanding
shall have been paid in full, the Corporation shall not:

(i) declare or pay dividends on, make any other distributions on, or 
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

    (ii)  declare or pay dividends on or make any other distributions on any 
shares of stock ranking on a parity (either as to dividends or upon 
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to
<PAGE>   5

the total amounts to which the holders of all such shares are then entitled;

(iii)  redeem or purchase or otherwise acquire for consideration shares of 
any stock ranking on a parity (either as to dividends or upon liquidation,  
dissolution or winding up) with the Series A Preferred Stock, provided that
the Corporation may at any time redeem, purchase or otherwise acquire shares
of any such parity stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon dissolution, 
liquidation or winding up) to the Series A Preferred Stock; or

(iv) purchase or otherwise acquire for consideration any shares of Series
A Preferred Stock, or any shares of stock ranking on a parity with the Series
A Preferred Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to all holders of 
such shares upon such terms as the Board of Directors, after consideration of
the respective annual dividend rates and other relative rights and preferences
of the respective series and classes, shall determine in good faith will 
result in fair and equitable treatment among the respective series of classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to 
purchase or otherwise acquire for consideration any shares of stock of the 
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5.  Reacquired Shares.  Any shares of Series A Preferred Stock 
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired or canceled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein.

Section 6.  Liquidation, Dissolution or Winding Up.  Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A 
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $50.00 per share, plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not 
declared, to the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation 
Preference, no additional distributions shall be made to the holders of shares
of Series A Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph
C below to reflect such events as stock splits, stock dividends and 
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number").  Following the payment of the full amount of
the Series A Liquidation Preference and the Common Adjustment in respect of 
all outstanding shares of Series A Preferred Stock and Common Stock, 
respectively, holders of Series A Preferred Stock and holders of shares of 
Common Stock shall receive their ratable and proportionate share of the 
remaining assets to be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.


<PAGE>   6

(B)   In the event, however, that there are not sufficient assets available to
permit payment in full of the Series A Liquidation Preference and the 
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Series A Preferred Stock, then such remaining assts
shall be distributed ratably to the holders of such parity shares in 
proportion to their respective liquidation preferences.  In the event, 
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

(C)   In the event the Corporation shall at any time after the January 27,
1994 (i) declare any dividend on Common Stock payable in shares in Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such event shall 
be adjusted by multiplying such Adjustment Number by a fraction the numerator
of which is the number of shares of Common Stock outstanding immediately 
after such event and the denominator of which is the number of shares of 
Common Stock that were outstanding immediately prior to such event.

Section 7.  Consolidation, Merger, etc.  In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or 
securities, cash and/or any other property, then in any such case the shares
of Series A Preferred Stock shall at the same time be similarly exchanged
or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock, 
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or 
exchanged.  In the event the Corporation shall at any time after January 27,
1994 (i) declare or pay any dividend on Common Stock payable in shares of 
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine
the outstanding Common Stock into a smaller number of shares, then in each 
case the amount set forth in the preceding sentence with respect to the 
exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the 
denominator of which is the number of shares of Common Stock that were 
outstanding immediately prior to such event.

Section 8.  Ranking.  The Series A Preferred Stock shall rank junior to all
other series of the Corporation's Preferred Stock as to the payment of 
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.

Section 9.  Amendment.  The Articles of Incorporation of the Corporation shall
not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of two thirds or 
more of the outstanding shares of Series A Preferred Stock, voting separately
as a class.

Section 10.  Fractional Shares.  Series A Preferred Stock may be issued in 
fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends, 
participate in liquidating distributions and to have the benefit of all 
other rights of holders of Series A Preferred Stock.

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IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the forgoing as true this 27th day of January, 1994.

/s/ William T. Fitzgerald, Jr.
------------------------------
William T. Fitzgerald, Jr.
Secretary and Vice President