EMPIRE BANC CORPORATION
DIRECTORS' FEE DEFERRAL PLAN

  1.  Establishment.  Empire Banc Corporation (the Company), hereby
establishes the Empire Banc Corporation Directors' Fee Deferral Plan
and (the "Plan") for Eligible Directors of the Company.

  2.  Effective Date.  The Plan shall become effective May 1, 1995.

  3.  Purpose.  The purpose of the Plan is to provide Eligible Directors
with the opportunity to defer the payment of income taxes on Directors'
Fees and to establish a rate of return on such deferrals that provide
additional incentives to eligible Directors to perform their duties in
a manner that enhances the Company's financial performance.

  4.  Definitions.

  Reserve Account.  The term "Reserve Account" shall have the meaning
given in Paragraph 6 of the Plan.

  Bank.  The term "Bank" shall mean Empire National Bank.

  Committee.  The term "Committee" shall mean the Compensation Committee
of the Company's Board of Directors.

  Company.  The term "Company" shall mean Empire Banc Corporation, and its
successors and assigns.

  Crediting Rate.  For any Plan Year, the term "Crediting Rate" shall mean
the Bank's average earning asset rate for the immediately preceding fiscal
year, as reported to shareholders in the Company's annual report.

  Election Agreement.  The term "Election Agreement" shall mean each and
every Election Agreement executed by an Eligible Director and delivered to
the Company hereunder, the form of which is attached to the Plan as Exhibit
A, and is incorporated by reference herein.

  Eligible Director.  The term "Eligible Director" shall mean any present
or future director of the Company, the Bank or any affiliate of the
Company that adopts this Plan.

  Meeting Fees.  The "Meeting Fees" that would be paid to a Participating
Director by the Company, the Bank, or any affiliate of the Company that
has adopted the Plan during the Plan Year in question.  In no event does
the term Meeting Fee include any retainer fee paid by the Company, the
Bank, or any affiliate of the Company.

  Participating Director.  The term "Participating Director" shall mean an
Eligible Director who has executed and delivered an Election Agreement to
the Company.

  Payment Date.  The term "Payment Date" shall mean the earliest to occur
of the following dates:


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      (i)    The date of the Director's sixty-fifth birthday; or
      (ii)   The date of the Participating Director's Retirement; or
      (iii)  The Participating Director's death; or
      (iv)   The Participating Director's total and permanent disability.

  Plan.  The term "Plan" shall mean the Empire Banc Corporation Directors'
Fee Deferral Plan, as it may be amended from time to time.

  Plan Year.  The Plan Year shall be January 1 to December 31, of each
year, except that the first Plan Year shall be May 1 to December 31.

  Retirement.  The term "Retirement" shall mean the voluntary or
involuntary resignation of a director, the removal of a director with or
without cause or the conclusion of a director's term of office where the
director is not reelected by shareholders of the Company to a succeeding
term. 

  5.  Directors' Elections.

      (a)  Meeting Fee Deferral Election.  Each Eligible Director shall be
given an opportunity by the Company on an annual basis to defer receipt of
all (but not less than all) of the Meeting Fees, which such Eligible
Director has the opportunity to earn during the next succeeding Plan Year
through service as an Eligible Director.  In order to participate in the
Plan for a particular Plan Year, an Eligible Director must elect in writing
to participate, and such election must be made prior to the first day of
the applicable Plan Year, except that the election for the first Plan Year
may be made at any time prior to the first day of the Effective Date.

  To make an effective election, a properly completed and executed
Election Agreement must be received by the Company at the address
specified on such Election Agreement.

  6.  Reserve Account.
   
      (a)  Establishment of Account.  The Company shall establish and
maintain a Reserve Account for each Participating Director.  The Reserve
Account shall reflect all entries required to be made pursuant to the
terms and conditions of the Participating Director's Election Agreement.

      (b)  Credits to Account.  The Company shall credit to a
Participating Director's Reserve Account the Meeting Fees that would be
payable to the Participating Director, had the Participating Director
not elected to participate in the Plan.  The amounts that are credited to
Participating Director's Reserve Account shall accrue interest at an
annual rate equal to the Crediting Rate, credited on a monthly basis,
such interest shall be calculated based on the average monthly balance
of the Participating Director's Reserve Account during each Plan Year.
The Committee shall keep such records as are necessary to determine the
value of a Participating Director's Reserve Account.  The Committee shall
adjust the Crediting Rate as of the first day of each Plan Year to reflect
the then current earning asset rate of the Bank.

  7.  Payment of Account Value.
      (a)  General.  The Company shall, with respect to the Reserve
Account for each Participating Director, cause to be paid to such
Participating Director (or any applicable alternate payee, as determined
under the Plan or the applicable Election Agreement) on or promptly

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after the applicable Payment Date, the value of such Reserve Account in
120 substantially equal payments, which shall be determined by assuming
that the rate of return on the Reserve Account, while it is being paid to
the Participating Director, is the Crediting Rate in effect on the Payment
Date, all pursuant to the express terms and conditions of the Plan and the
applicable Election Agreement.  A Participating Director may elect not to
receive payment of his Reserve Account as of his sixty-fifth birthday, and
instead to receive payments under this Plan as of the next applicable
Payment Date.  Such election must be made at least 90 days before, and in
the calendar year prior to, his sixty-fifth birthday.  A Participating
Director may also elect to receive a lump sum payment of his initial
Reserve Account, as of his payment date, provided that such election is
made at least 90 days before and in the calendar year prior to the Payment
Date.

      (b)  Disability.  If a Payment Date occurs by reason of a
determination by the Company that the Participating Director has become
totally and permanently disabled, and if the disability is due to mental
incapacity, the payments deliverable under the Plan and the applicable
Election Agreement shall be issued in the name of and delivered to the
Participating Director's legally appointed personal representative.  If
no such representative has been appointed, then delivery date shall be
in the name of and to the Participating Director's spouse, or if the
Participating Director is then unmarried, then such shares of stock shall
be held until the persons who would be entitled thereto, if the
Participating Director were then to die interstate, make proper claim
of the Company for such dollar amount.  Such payment shall be made to the
Participating Director if the disability is not due to mental incapacity.

      (c)  Death.  If a Payment Date occurs because the Participating
Director shall die, the payments required to be delivered under the Plan
and the applicable Election Agreement shall be promptly issued in the
name and delivered to the Participating Director's beneficiary (or 
beneficiaries) as designated in the applicable Election Agreement, or,
if none are so designated, in the name of and to the legally appointed
personal representative of the Participating Director's estate.  If no
legal proceedings for such appointment have been instituted within sixty
days after receipt by the Company of notice of the Participating Director's
death, such delivery shall be in accordance with the last sentence of
Paragraph 7(b) above.  If payments have already commenced to a
Participating Director and the Participating Director dies, then the 
remaining payments shall be made to the individuals or entities as
otherwise determined in this Paragraph 7(c), at the same time such
payments would have been made to the Participating Director.

  8.  Administration.  The Committee shall be solely responsible for the
administration of the Plan, but may delegate any portion of such
responsibility that they determine to be appropriate.  To the extent
consistent with the terms of the Plan, the Committee shall have the power
to interpret any Plan provision, to prescribe, amend and rescind rules
and regulations relating to the Plan and to make all other determinations
that it deems necessary or advisable to administer the Plan.

  9.  Status of Account.  The Company shall have full and unrestricted use
of all property or amounts payable pursuant to the Plan, and title to and
beneficial ownership of any assets which the Company may earmark to pay
the amounts hereunder shall at all times remain in the Company and no 
Eligible Director shall have any property interest whatsoever in any

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specific assets of the Company.  The Reserve Account is not intended to be
a trust account or escrow account for the benefit of a Participating
Director or any other person, or an asset segregation for the benefit of a
Participating Director or any other person.  The sole right of a
Participating Director, or a Participating Director's heirs or personal
representatives, is a right as an unsecured general creditor of the
Company to claim any dollar amount to which the Participating Director's
Election Agreement and the Plan.  Notwithstanding the above provisions,
the Company may establish a grantor trust to provide additional security
to Participating Directors that amount under this Plan will be properly
paid, provided that the status of Participating Directors with respect to
assets of the grantor trust remains that of general unsecured creditors.
The Company shall provide each Participating Director with an annual
report of his or her Reserve Account balance within 30 days following the
end of each Plan Year.

  10.  Amendment or Termination.  The Company may, at any time and from
time to time, terminate the Plan or make such amendments as it deems
advisable; provided, however, that no such termination or amendment shall
adversely affect or impair the contract rights of a Participating Director
with respect to an effective Election Agreement, unless such Participating
Director shall consent in writing to such termination or amendment.  The
Company's right to amend the Plan shall include the right to amend
prospectively the initial Crediting Rate and to change the form of
payments that may be made from the Plan.

  11.  Non-Plan Deferral Arrangements.  The Company does not intent that
this Plan replace or supersede any existing retainer deferral arrangement
or preclude the Company from implementing additional deferral arrangements.

  12.  Costs of Enforcement.  The Company shall pay all expenses of a
Director, including but not limited to attorney fees, incurred in enforcing
payments by the Company pursuant to this Plan.

  13.  Future Director Terms.  Nothing in this Plan or in any Election
Agreement shall obligate a director to continue as such, or to accept
any nomination for a future term as a director of the Company, or require
the Company to nominate or cause the nomination of the director for a
future term as a director of the Company.  For purposes of this provision,
the term "Company" shall include Empire National Bank and any affiliate
of the Company that adopts this Plan.

  14.  No Alienation.  No shares of Stock amount deliverable under the
Plan or under an Election Agreement shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrances
or change, other than by will or the laws of descent and distribution.

  15.  Withholding.  The Company is entitled to withhold and deduct from
any amounts due from the Company to a Participating Director, all legally
required amounts necessary to satisfy any federal, state or local
withholding and employment-related taxes arising directly or indirectly in
connection with the Plan or any Election Agreement, and the Company may
require the Participating Director to remit promptly to the Company the
amount of such taxes before taking any future actions with respect to the
Participating Director's Reserve Account or Election Agreement.  For 
purposes of this provision, the term "Company" shall include Empire
National Bank, and any affiliate of the Company that has adopted this
Plan.

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  16.  Binding Effect.  This Agreement shall bind the Director, the
Company, Empire National Bank, and any affiliate of the Company that
has adopted the Plan, and their beneficiaries, survivors, executors,
administrators and transferees.

  17.  Applicable Law.  The Agreement and all rights hereunder shall be
governed by the laws of Michigan, except to the extent preempted by the
laws of the United States of America.

                             CERTIFICATION
  The foregoing Plan was duly adopted by the Board of Directors on the
26th day of January, 1995.

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                                     EMPIRE BANC CORPORATION
                                     
                                     By:  /s/ William T. Fitzgerald, Jr.
                                          ------------------------------
                                     Its:   Secretary

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