SUPERVISORYAGREEMENT

1.

MainStreet and its directors, officers, employees, and agents shall take all necessary and appropriate actions to comply with the following laws and regulations:

 

(a)

12 C.F.R. § 203.4(a)(12) (Home Mortgage Disclosure Act - Compilation of Loan Data); and

2.

(a)

By May 30, 2008, the Board shall revise MainStreet's current business plan (Business Plan), and take into consideration the requirements contained within this Agreement and the comments contained within the ROE (including the requirement that the revised Business Plan cover a three year period), as well as ensuring, at a minimum, inclusion of the following:

 

iii)

Inclusion of detailed pro fonna balance sheets and income statements for a three year period; and

 

5.

By April 30, 2008, the Board shall take all steps necessary to ensure that the management of the Association has taken all of the corrective actions outlined within the Compliance section of the ROE, and provide the Regional Director with a written report, which details the corrective actions taken by MainStreet.

 

6.

(a)   On a quarterly basis, beginning with the quarter ending March 31, 2008, and for each quarter thereafter, the Board shall produce a classified asset report.  The classified asset report required pursuant to this paragraph shall include, at a minimum, the following:

 

i)

Identification of each asset classified under MainStreet's asset classification policy;

 

ii)

A brief narrative summary outlining the current status of each classified asset, along with the specific identification of any change in the status of a classified asset from the prior reporting period; and

 

iii)

Copies of Loan Review Committee minutes for each such meeting held during the quarter being reported.

 

 

(b)   Within 30 days of the close of each quarter, beginning with the quarter ending March 31, 2008, the Board shall provide the Regional Director with a copy of the classified asset report required by this paragraph.

 

7.

Without the prior written approval of the Regional Director and consistent with the requirements and provisions of OTS Regulatory 3b, MainStreet may not increase its total assets during any quarter in  excess of an amount equal to net interest credited on deposit liabilities during the quarter.

 

8.

MainStreet shall file prior written notice with the Regional Director at least 30 days before adding or replacing a director or hiring a senior executive officer, or changing the responsibilities of any senior executive officer so that the person would assume a different senior executive position.

 

9.

MainStreet shall not make any golden parachute payments (including severance payments and agreements relating thereto) to any institution-affiliated party, unless the payment is otherwise permitted under 12 C.F.R. Part 359.

10.

MainStreet shall not enter into, renew or revise any contractual arrangement related to compensation or benefits with any director or officer of the Association, unless it first (a) provides a minimum of 30 days advance written notice of the proposed transaction to the Regional Director; and (b) receives a written notice of non-objection from the Regional Director.

MainStreet shall not enter into any third-party contracts outside of the normal course of business without receiving the prior written approval of the Regional Director. At a minimum, such a written request to the Regional Director, which must be provided at least 30 days in advance. must set forth the Association's reasons for seeking the contract and shall transmit a copy of the proposed contract for OTS review.

MainStreet must provide 30 days prior written notice to the Regional Director of any and all proposed transactions with affiliates.

(a)   All policies, procedures, corrective actions, plans, programs, agreements, reviews and systems required by this Agreement (collectively referred to as Plans and Policies) shall conform to all applicable statutes, and regulations, as well as OTS policy and guidance. The Board shall revise Plans and Policies as required by the OTS within 30 calendar days of written direction from the OTS, unless otherwise provided for within this Agreement. The Plans and Policies shall be incorporated into this Agreement, and any deviation from such Plans and Policies shall be a violation of this Agreement.

14.

All technical words or terms used in this Agreement for which meanings are not specified or otherwise provided by the provisions of this Agreement shall, insofar as applicable, have meanings as defined in Chapter V of Title 12 of the Code of Federal Relations, the HOLA, the FDIA, or published OTS guidance. Any such technical words or terms used in this Agreement and undefined in said Code of Federal Regulations, HOLA, FDIA, or OTS Publications shall having meanings that are in accordance with the best custom and usage in the savings and loan industry.

15.

Reference in this Agreement to provisions of federal statutes, regulations, and OTS Publications shall be deemed to include references to all amendments to such provisions as have been made as of the Effective Date and references to successor provisions as they become applicable.

16.

(a)   Except as otherwise provided herein, any request, demand, authorization, directions, notice, consent, waiver, or other document provided or permitted by this Agreement to be made upon, given or furnished to, delivered to, or filed with:

 

(i)

The OTS, by MainStreet, shall be sufficient for every purpose hereunder if in writing and mailed, first class, postage prepaid or sent via overnight delivery service or physically delivered, in each case addressed to the Regional Director, Office of Thrift Supervision, Department of the Treasury, One South Wacker Drive, Suite 2000, Chicago, Illinois 60606 or telecopied to ###-###-####, and confirmed by first class mail, postage prepaid, overnight delivery service or physically delivered, in each case to the above address: and

 

(ii)

MainStreet, by the OTS, shall be sufficient for every purpose hereunder if in writing and mailed, first class, postage prepaid, or sent via overnight delivery service or physically delivered in each case addressed to the Board of Directors of MainStreet Savings Bank, FSB, 629 West State Street, Hastings, Michigan 49058-1954 or telecopied to ###-###-####, and confirmed by first class mail, postage prepaid, overnight delivery service or physically delivered, in each case to the above address.

 

(b)   Notices hereunder shall be effective upon receipt, if by mail, overnight delivery service or telecopy, and upon delivery, if by physical delivery. If there is a dispute about the date on which a written notice has been received by a party to this Agreement, then, in the event such notice was sent by the United States mail, there shall be a presumption that the notice was received two business days after the date of the postmark on the envelope in which the notice was enclosed.

17.

The Section and paragraph headings herein are for convenience only and shall not affect the construction hereof.

18.

In case any provision in this Agreement is ruled to be invalid, illegal or unenforceable by the decision of any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, unless the Regional Director, in his sole discretion, determines otherwise.

19.

Nothing in this Agreement shall be construed as: (i) allowing MainStreet to violate any law, rule, regulation, or policy statement to which it is subject, or (ii) restricting or estopping the OTS from taking any action(s), including without limitation, any type of supervisory, enforcement or resolution action that the OTS determines to be appropriate in fulfilling the responsibilities placed upon it by law.

20.

Time limits for compliance with the terms of this Agreement run from the Effective Date, unless otherwise noted. The Regional Director may, in his sole discretion, extend any of such time limitations.

21.

(a) This Agreement shall become effective upon its execution by the OTS through its authorized representative whose signature appears below. The Agreement shall remain in effect until terminated, modified, or suspended, in writing, by the OTS, acting through its Director, Regional Director, or other authorized representative.

22.

The terms and provisions of this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their successors in interest Nothing in this Agreement, expressed or implied, shall give to any person or entity, other than the parties hereto and the Federal Deposit Insurance Corporation and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.

23.

This Agreement represents the final written agreement of the parties with respect to the subject matter hereof and constitutes the sole agreement of the parties, as of the Effective Date of this Agreement, with respect to the subject matter.

24.

The Association represents and warrants that this Agreement has been duly authorized, executed, and delivered, and constitutes, in accordance with its terms, a valid and binding obligation of MainStreet. The Association acknowledges that this Agreement is a "written agreement" entered into with the OTS within the meaning of Section 8 of the FDIA, 12 U.S.C. § 1818.

25.

This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

26.

This Agreement is and will become effective on the Effective Date as defined herein.

27.

Each Director signing the Agreement attests, by such act, that she or he voted in favor of a Board Resolution authorizing the execution of this Agreement by the Association. A copy of the Resolution of MainStreet's Board of Directors authorizing the execution of the Agreement shall be delivered to the OTS along with the executed original of the Agreement,

By: