MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Filed January 20, 1994

Articles of Incorporation

Article I
The name of the corporation is:   Michigan Empire Banc Corporation


Article II
The purpose or purposes for which the corporation is formed is to engage in
any activity within the purposes for which corporations may be formed under
the Business Corporation Act of Michigan.

In particular, the Corporation is formed for the purpose of engaging in 
activities authorized to be performed by bank holding companies pursuant to
The Bank Holding Company Act of 1956, as amended, being 12 U.S.C. 1841.


Article III
The total authorized shares:
1.  Common Shares - 5,000,000 shares with $5.00 par value
    Preferred Shares - 2,000,000 shares with $1.00 par value
2. A statement of all or any of the relative rights, preferences and 
limitations of the shares of each class is as follows:  See Attachment.


Article IV
The address of the registered office is: 
  1227 East Front Street, Traverse City, Michigan  49684

The name of the resident agent at the registered office is:
  William T. Fitzgerald, Jr.


Article V
The name and address of the incorporator is as follows:
  William T. Fitzgerald, Jr., 1227 East Front Street, Traverse City, MI  49684


Use space below for additional or for continuation of previous Articles.  
Please identify any Article being continued or added.  Attach additional pages
if needed.

See Attachment for Articles VI, VII, VIII, and IX.


I (We), the incorporator(s) sign my (our) name(s) this 18th day of January,
1994.

/s/ William T. Fitzgerald, Jr.
------------------------------
William T. Fitzgerald, Jr.


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ATTACHMENT

Article III
2. A statement of the relative rights, preferences, and limitations of the 
shares of each class of stock is as follows:

Common Stock.
Subject to any preferential or other rights granted to any series of Preferred
Stock, the holders of shares of the Common Stock shall be entitled to receive
dividends out of the funds of this Corporation legally available therefor, at
the rate and at the time or times as may be provided by the Board of 
Directors. The holders of shares of Common Stock, on the basis of one vote per
share, shall have the right to vote for the election of members of the Board
of Directors of this Corporation and the right to vote on all other matters,
except those matters in which a separate class of this Corporations' 
shareholders vote by class or series.  Subject to any preferential or other
rights granted to any series of Preferred Stock, the holders of the shares of
the Common Stock shall be entitled to receive distributions legally 
payable to shareholders on the liquidation of this Corporation.

Preferred Stock.
The shares of Preferred Stock may be issued from time to time in one or more 
series in any manner permitted by law and the provisions of these Articles of
Incorporation as determined from time to time by the Board of Directors and
stated in the resolution or resolutions providing for the issuance thereof, 
prior to the issuance of any shares therefor.  The Board of Directors shall
have the authority to fix and determine, subject to the provisions hereof, 
the rights and preferences of the shares of any series so established, 
including, without limitation, the rate of dividend, whether the dividend
shall be cumulative, whether shares may be redeemed and, if so, the 
redemption price and the terms and conditions of redemption, the amount
payable upon shares in the event of voluntary or involuntary liquidation,
sinking fund provisions, if any, for the redemption or purchase of shares,
the terms and conditions, if any, on which shares may be converted, and 
voting rights, if any.


Article VI

    In connection with the exercise of its judgment in determining what is in 
the best interest of the Corporation and its shareholders when evaluating a
Business Combination Transaction or a proposal by another person or persons 
to make a tender or exchange offer, the Board of Directors of the Corporation
shall, in addition to considering the adequacy of the amount to be paid in
connection with any such transaction, consider all the following factors and
any other factors which it deems relevant: (i)the social and economic effects
of the transaction on the Corporation and its subsidiaries, employees, 
depositors, loan and other customers, creditors, and other elements of the
communities in which the Corporation and its subsidiaries operate or are
located; (ii) the business and financial conditions and earnings prospects
of the acquiring person or persons, including, but not limited to, debt 
service and other existing or likely financial obligations of the acquiring
person or persons, and the possible effect of such conditions upon the 
Corporation and its subsidiaries and the other elements of the communities
in which the Corporation and its subsidiaries operate or are located; and
(iii) the competence, experience, and integrity of the acquiring person or
persons and its or their management.

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To the extent that a greater vote is not required by the Michigan Business
Corporation Act, the affirmative vote of the holders of not less than eighty
percent (80%) of the Voting Stock shall be required for the approval or 
authorization of any Business Combination Transaction with a Related Person,
or any Business Combination Transaction in which a Related Person has an 
interest (except proportionately as a shareholder); provided, however, that
the eighty percent (80%) voting requirement shall not be applicable if (i)
the Continuing Directors, who at the time constitute at least a majority of
the entire Board of Directors of the Corporation, have expressly approved the 
Business Combination Transaction by at least a two-thirds (2/3) vote of such
Continuing Directors, or (ii) all of the following conditions are satisfied:

(A) The Business Combination Transaction is a merger or consolidation and 
cash or fair market value of property, securities, or other consideration
to be received per share by holders of Common Stock of the Corporation (other
than such Related Person) in the Business Combination Transaction is at least
equal in value to such Related Person's Highest Purchase Price;

(B) After such Related Person has become the Beneficial Owner of not less
than ten percent (10%) of the Voting Stock of the Corporation and prior to the
consummation	 of such Business Transaction, such Related Person shall not have
become the Beneficial Owner of any additional shares of Voting Stock or 
securities convertible into Voting Stock, except (i) as a part of the 
transaction which resulted in such Related Person becoming the Beneficial
Owner of not less than ten percent (10%) of the Voting Stock, or (ii) as a
result of a pro rata stock dividend or stock split; and

(C) Prior to the consummation of such Business Combination Transaction, 
such Related Person shall not have, directly or indirectly, (i) received the
benefit (except proportionately as a shareholder) of any loan, advances,
guarantees, pledges, or other financial assistance or tax credits provided
by the Corporation or any of its subsidiaries, or (ii) caused any material
change in the Corporation's business or equity capital structure, including
the issuance of shares of capital stock of the Corporation to any third party.


For the Purpose of this Article
(i) The term "Business Combination Transaction" shall mean (a) any merger or
consolidation involving the Corporation or a subsidiary of the Corporation,
(b) any sale, lease, exchange, transfer, or other disposition (in one 
transaction or a series of transactions), including, without limitation, a
mortgage or any other security device of all or any substantial part of the 
assets either of the Corporation or of a subsidiary of the Corporation, (c)
any sale, lease, exchange, transfer, or other disposition of all or any 
substantial part of the assets of an entity to the Corporation or a subsidiary
of the Corporation, (d) the issuance, sale, exchange, transfer, or other 
disposition by the Corporation of the capital stock of any subsidiary of the
Corporation, (e) any recapitalization or reclassification of the Corporation's
securities (including, without limitation, any reverse stock split) or other
transaction that would have the effect of increasing the voting power of a 
Related Person, (f) any liquidation, spin-off, split-up, or dissolution of the
Corporation, and (g) any agreement, contract or other arrangement providing
for any of the transactions described in this definition of Business 
Combination Transaction.

(ii) The term "Related Person" shall (a) mean and include any individual,
corporation, partnership, group, association, or other person or entity which,
together with its affiliates and the associates, is the Beneficial Owner of 
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not less than ten percent (10%) of the voting stock of the Corporation (x) at
the time the definitive agreement providing for the Business Combination
Transaction (including any amendment thereto) was entered into, (y) at the
time a resolution approving the Business Combination Transaction was adopted
by the Board of Directors of the Corporation, or (z) as of the record date
for the determination of shareholders entitled to notice of and to vote on, 
or consent to, the Business Combination Transaction, and (b) shall mean and 
include any affiliate or associate of any such individual, corporation, 
partnership, group, association, or other person or entity; provided, however.
and nothwithstanding anything in the foregoing to the contrary, the term 
"Related Person" shall not include the Corporation, a wholly owned subsidiary
of the Corporation, or any trustee of, or fiduciary with respect to, any plan
when acting in such capacity.

(iii) The term "Beneficial Owner" shall be defined by reference to Rule 13d-3
under the Securities and Exchange Act of 1934; provided, however, and without
limitation, any individual, corporation, partnership, group, association, or
other person or entity which has the right to acquire any Voting Stock at any
time in the future whether such right is contingent or absolute, pursuant to 
any agreement, arrangement, or understanding upon exercise of the rights,
warrants, or options, or otherwise, shall be "Beneficial Owner" of such Voting
Stock.

(iv) The term "Highest Purchase Price" shall mean the highest amount of 
consideration paid by such Related Person for a share of Common Stock of the
Corporation within two (2) years prior to the date such Related Person 
became the Beneficial Owner of not less than ten (10%) of the Voting Stock;
and if such stock is not listed on any principal exchange, the highest closing
bid quotation with respect to a share of stock during the 30-day period
preceding the date in question, or if no quotations are available, the fair
market value on the date in question of a share of such stock as determined
by the Board of Directors of the Corporation in good faith.

(v) The term "Voting Stock" shall mean all outstanding shares of capital 
stock of the Corporation entitled to vote generally in the election of 
directors, considered for the purpose of this Article as one class; provided,
however, that if the Corporation has shares of Voting Stock entitled to more
or less than one vote for any such share, each reference to a proportion of
shares of Voting Stock shall be deemed to refer to such proportion of the
votes entitled to be case by such shares.

(vi) The term "Continuing Director" shall mean a director who either was a 
member of the Board of Directors of the Corporation prior to the time such
Related Person became a Related Person or who subsequently became a director
of the Corporation and whose election, or nomination for election by the 
Corporation's shareholders, was approved by a vote of at least three-quarters
(3/4) of the Continuing Directors then on the Board.


Article VII

Directors of the Corporation shall not be personally liable to the Corporation
or its shareholders for monetary damages for breach of fiduciary duties as a
director.  This Article VII shall not apply and shall not eliminate personal 
liability of a director: (i) for any breach of the director's duty of loyalty
to the Corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law,  

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(iii) for a violation of Section 551(1) of the Michigan Business Corporation
Act, or (iv) for any transaction from which the director derived an improper
personal benefit.


Article IX

The business and affairs of the Corporations shall be managed by or under the
direction of the Board of Directors, the Directors being elected and appointed
as required by the Bylaws of the Corporation.


Article X

The Corporation reserves the right to amend and repeal all provisions 
contained in these Articles of Incorporation by a vote of shareholders;
to the extent that a greater vote is not required by the Michigan Business
Corporation Act, the amendment or repeal of all articles except Article VI
shall require the affirmative vote of the holders of not less than sixty-
six and two-thirds percent (66 2/3%) of the voting stock of the Corporation
and the amendment or repeal of Article VI shall require the affirmative vote
of the holders of not less than eighty percent (80%) of the voting stock of
the Corporation.