Edgar Filing: COMMUNITY CENTRAL BANK CORP

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Rule 14a-6(e)(2)).

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[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

Community Central Bank Corporation
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COMMUNITY CENTRAL BANK CORPORATION
120 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2005

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
COMMUNITY CENTRAL BANK CORPORATION will be held at the Best Western Concorde
Inn, 44315 Gratiot Avenue, Clinton Township, Michigan, on Tuesday, April 19,
2005, at 9:00 a.m., for the purpose of considering and voting upon the following
matters:

1. ELECTION OF DIRECTORS. To elect three Class III directors each for a
three-year term, as detailed in the accompanying proxy statement.

2. OTHER BUSINESS. To transact such other business as may properly be
brought before the annual meeting, or any adjournments of the meeting. As of the
date of this proxy statement, the Board of Directors of the Corporation is not
aware of any such other business.

Only those stockholders of record at the close of business on Tuesday,
February 28, 2005, shall be entitled to notice of and to vote at the annual
meeting or any adjournments or postponements thereof.

To ensure that your shares are represented at the annual meeting, please
take the time to vote by signing, dating and mailing the enclosed proxy, which
is solicited on behalf of the Corporation's Board of Directors. The proxy will
not be used if you attend and vote at the annual meeting in person. REGARDLESS
OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT. PLEASE ACT TODAY.

By Order of the Board of Directors,

David A. Widlak
President and Chief Executive Officer

Dated: March 22, 2005

COMMUNITY CENTRAL BANK CORPORATION
120 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043

PROXY STATEMENT

This proxy statement is furnished to stockholders of Community Central
Bank Corporation in connection with the solicitation of proxies by its Board of
Directors for use at the Corporation's annual meeting of stockholders and at any
and all adjournments or postponements of the meeting. The annual meeting of
stockholders is being held on Tuesday, April 19, 2005, at 9:00 a.m., at the Best
Western Concorde Inn, 44315 Gratiot Avenue, Clinton Township, Michigan. These
proxy materials are first being mailed to our stockholders on or about March 22,
2005. Community Central Bank Corporation is referred to as the "Corporation"
throughout this document. Certain of the information provided herein relates to
Community Central Bank, a wholly owned subsidiary of the Corporation, which is
referred to in this proxy statement as the "Bank."

The Board of Directors, in accordance with the bylaws of the
Corporation, has fixed the close of business on February 28, 2005, as the record
date for determining the stockholders entitled to notice of and to vote at the
annual meeting and at any and all adjournments and postponements of the meeting.
At the close of business on the record date, the Corporation had 3,275,050
shares of common stock outstanding, with each outstanding share entitled to one
vote. A majority of the outstanding shares will constitute a quorum at the
meeting.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its exercise. Unless the proxy is revoked, the
shares represented by it will be voted at the annual meeting or any adjournment
of the meeting. You may revoke your proxy before it is voted at the annual
meeting by (i) submitting a new proxy with a later date; (ii) notifying the
Corporation's Secretary at the above address that you revoke your previously
submitted proxy; or (iii) voting in person at the annual meeting.

The entire cost of soliciting proxies will be borne by the Corporation.
Proxies may be solicited by mail or by directors, officers, or regular employees
of the Corporation or its subsidiary, in person, by telephone or by other forms
of communication. The Corporation will reimburse brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses for
forwarding soliciting material to the beneficial owners of common stock of the
Corporation.

Shares held in "street name" by a broker, bank or other nominee, as the
record holder of the shares, are required to be voted in accordance with
instructions from the beneficial owner of the shares. If no instructions are
provided to the nominee, the nominee will be entitled to vote the shares with
respect to "discretionary" items but will not be permitted to vote the shares
with respect to "non-discretionary" items. In the case of non-discretionary
items, the shares will be treated as "broker non-votes." The election of
directors is considered a "discretionary" item and, therefore, the broker bank
or other nominee may vote shares without instructions from the beneficial owner.

THE CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THE ELECTION OF MANAGEMENT'S DIRECTOR NOMINEES.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERSHIP

The following table presents information regarding the beneficial
ownership of the Corporation's common stock as of February 28, 2005, the voting
record date for the annual meeting, by each of the directors and director
nominees of the Corporation, each of the executive officers named in the summary
compensation table on page 10, and all directors and executive officers of the
Corporation as a group. The address of each person named in the table, except
where otherwise indicated, is the same address as the Corporation. An asterisk
(*) in the table indicates that an individual beneficially owns less than one
percent of the outstanding common stock of the Corporation.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to outstanding options that are currently
exercisable or exercisable within 60 days after February 28, 2005, the voting
record date for the annual meeting, are included in the number of shares
beneficially owned by the person and are deemed outstanding for the purpose of
calculating the person's percentage ownership. These shares, however, are not
deemed outstanding for the purpose of computing the percentage ownership of any
other person. As of February 28, 2005, the Corporation had 3,275,050 shares of
common stock outstanding.

Amount
Beneficially Percent of Class
Name of Beneficial Owner Owned (1) Beneficially Owned
------------------------ ------------ ------------------

Gebran S. Anton, Director Nominee..................... 171,831 5.2%
David E. Bonior, Director Nominee..................... 3,191 *
Joseph Catenacci, Director............................ 137,825 4.2%
Salvatore Cottone, Director........................... 160,796 4.9%
Celestina Giles, Director (2)......................... 22,520 *
Bobby L. Hill, Director............................... 27,892 *
Joseph F. Jeannette, Director Nominee................. 131,401 4.0%
Dean S. Petitpren, Chairman of the Board.............. 202,729 6.2%
Ronald R. Reed, Vice Chairman of the Board............ 69,179 2.1%
Michael D. Schwartz, Director (2)..................... 25,979 *
David A. Widlak, President, CEO and Director.......... 88,647 2.7%
Ray T. Colonius, Treasurer and CFO.................... 52,422 1.6%
All directors and executive officers of the
Corporation as a group (12 persons)................ 1,094,412 31.9%

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(1) Includes shares of Corporation common stock held directly, as well as
shares held jointly with family members, shares held in retirement
accounts, held in a fiduciary capacity, held by certain of the group
members' families, or held by trusts of which the group member is a
trustee or substantial beneficiary, with respect to which shares of common
stock the group member may be deemed to have sole or shared voting and/or
investment powers. Also includes shares of common stock as to which the
named individual has the right to acquire beneficial ownership, currently
or within 60 days after February 28, 2005, pursuant to the exercise of
stock options: Mr. Bonior - 1,155 shares; Mr. Catenacci - 4,620 shares;
Mr. Cottone - 4,620 shares; Mr. Hill - 1,155 shares; Mr. Jeannette - 4,620
shares; Mr. Petitpren - 4,620 shares; Mr. Reed - 53,535 shares; Mr. Widlak
- 36,570 shares; Mr. Colonius - 44,827 shares; and all directors and
executive officers as a group - 155, 722 shares.

(2) Ms. Giles will retire from the Board of Directors of the Corporation
effective as of April 19, 2005. Ms. Giles will remain on the Board of
Directors of the Bank. Mr. Schwartz will retire from the Board of
Directors of the Corporation and the Bank effective as of April 19, 2005.
See "Election of Directors - General" below for more information.

The table below shows the beneficial ownership of the Corporation's common
stock held by each person who was known by the Corporation to own beneficially
more than 5% of the Corporation's common stock as of February 28, 2005 and not
otherwise reported in the table above. To the best of the Corporation's
knowledge, no other person owns more than 5% of the Corporation's outstanding
common stock.

Name and Address Shares Percent of
of Beneficial Owner Beneficially Owned Common Stock
------------------- ------------------ ------------

Tontine Financial Partners, L.P. 228,648(1) 7.0%
Tontine Management, L.L.C.
Jeffrey L. Gendell
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830

-----------
(1) Based on information in a Schedule 13D, dated November 12, 2004, filed by
Tontine Financial Partners, L.P. ("TFP"), a Delaware limited partnership,
Tontine Management, L.L.C. ("TM"), a Delaware limited liability company
which is the general partner of TFP, and Jeffrey L. Gendell, who is the
managing partner of TM. TFP, TM and Mr. Gendell have reported shared
voting and shared dispositive power over all of the reported shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on our review of copies of reports filed pursuant to Section
16(a) of the Securities Exchange Act of 1934, as amended, or written
representations from persons required to file such reports, we believe that all
filings required to be made were timely made in accordance with the requirements
of the Securities Exchange Act of 1934, except as set forth below:

Messrs. Widlak, Reed and Colonius each inadvertently failed to file a Form
4 reporting the grant of an option to them by the Corporation during 2004 to
purchase Corporation common stock. Mr. Reed also inadvertently failed to file a
Form 4 or Form 5 reporting the grant of an option to him by the Corporation
during 2003 to purchase Corporation common stock. Each of these transactions
were reported by the reporting person on a Form 5 for the year ended December
31, 2004. Mr. Cottone inadvertently failed to file a Form 4 reporting the
purchase of shares of Corporation common stock as custodian for each of his two
granddaughters. Mr. Cottone reported these two transactions on a Form 5 for the
year ended December 31, 2004. Mr. Schwartz inadvertently failed to file a Form 4
reporting the sale of Corporation common stock, which his broker executed in 11
separate transactions on the same day. Mr. Schwartz reported the sales on a Form
4 filed on August 30, 2004. Ms. Giles filed an amended Form 3 on February 14,
2005 to correct a 398 share overstatement of Corporation common stock reported
on her prior Form 3.

ELECTION OF DIRECTORS

GENERAL

The Corporation's articles of incorporation provide that the number of
directors, as determined from time to time by the Board of Directors, shall be
no less than six and no more than 15. The articles of incorporation further
provide that the directors shall be divided into three classes, Class I, Class
II and Class III, with each class serving a staggered three-year term and with
the number of directors in each class being as nearly equal as possible. Our
Board of Directors currently consists of eleven members, with approximately
one-third of the directors being elected annually.

Effective as of the date of the annual meeting, Michael Schwartz will
retire from the board of directors in accordance with our bylaws which require a
director upon reaching 75 years of age to retire from the board of directors as
of the annual meeting next following attainment of age 75. Mr. Schwartz turned
75 in September 2004. The Board of Directors of the Corporation and the Bank
appreciate his guidance and dedicated service over the years. In addition,
Celestina Giles will resign from the Corporation's Board of Directors effective
April 19, 2005, so that following Mr. Schwartz's retirement and her resignation,
a majority of the Corporation's Board members will be "independent," as that
term is defined in the Nasdaq rules. Ms. Giles does not currently qualify as an
"independent" director under the Nasdaq rules since she was a former employee of
Community Central Bank, the Corporation's principal operating subsidiary. On
December 31, 2005, Ms. Giles will have been retired as an employee of Community
Central Bank for three years and thus would qualify as an "independent" director
under the Nasdaq rules. At such time, Ms. Giles may be considered for
re-appointment or re-nomination to the Board of Directors of the Corporation.
Ms. Giles will continue to serve as a director of Community Central Bank. The
Board of Directors has adopted a resolution amending the Corporation's bylaws
reducing the size of the Board from 11 to 9, effective as of the date of the
annual meeting to eliminate the vacancies created by Mr. Schwartz's retirement
and Ms. Giles resignation.

The Board of Directors, based on the recommendation of the nominating
committee, has nominated Gebran S. Anton, David E. Bonior and Joseph F.
Jeannette, as Class III directors, each for a three-year term expiring at the
Corporation's 2008 annual meeting of stockholders, and upon election and
qualification of their successors. Each of the nominees is presently a Class III
director of the Corporation whose term expires at the April 19, 2005 annual
meeting of stockholders. The affirmative vote of a plurality of the votes cast
is required for the nominees to be elected. This means that the nominees with
the most affirmative votes are elected to fill the available seats. Accordingly,
votes withheld have no effect on the election of directors. THE CORPORATION'S
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
MANAGEMENT'S DIRECTOR NOMINEES.

The other members of the Board, who are Class I and Class II directors,
will continue in office in accordance with their previous elections until the
expiration of their terms at the Corporation's 2006 or 2007 annual meetings of
stockholders, respectively. See "Information About Directors and Nominees as
Directors" below.

It is the intention of the persons named in the enclosed proxy to vote the
proxy for the election of the three nominees. The proposed nominees for election
as directors are willing to be elected and serve; however, in the event that any
nominee at the time of election is unable to serve or is otherwise unavailable
for election, the Board of Directors may select a substitute nominee, and in
that event the persons named in the enclosed proxy intend to vote the proxy for
the person so selected. If a substitute nominee is not selected, the proxy will
be voted for the election of the remaining nominees.

INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS

The following table presents certain information about the director
nominees and continuing directors of the Corporation. All of the directors
listed are also directors of the Bank. Each of the directors has held the
principal occupation listed in the table below for at least the past five years,
except as specifically indicated otherwise.

Has Served
as a Director Year When Term
Name, Age, Principal Occupation Since of Office Expires
-------------------------------- ------------- -----------------

NOMINEES

Gebran S. Anton, 72........................................................ 1996 2008
Co-owner; Anton, Zorn & Associates (Commercial & Industrial
Real Estate Brokerage)
Sole member; Anton Management Group, LLC. (Real Estate Management)

David E. Bonior, 60........................................................ 2003 2008
Retired U.S. Congressman; U.S. Government, 1977 - 2003
Professor of Labor Studies; Wayne State University, 2003 - present

Joseph F. Jeannette, 60.................................................... 1996 2008
Assistant Director; Utica Community Schools

DIRECTORS REMAINING IN OFFICE

Joseph Catenacci, 69....................................................... 1996 2006
Chief Operating Officer; John Carlo, Inc. (Highway and Heavy
Construction)

Salvatore Cottone, 65...................................................... 1996 2007
President; Resco, Inc. (Real Estate Development)
Chairman of the Board of the Bank

Bobby L. Hill, 72.......................................................... 1996 2007
County Commissioner; Macomb County Board of Commissioners

Dean S. Petitpren, 62...................................................... 1996 2007
President; Petitpren, Inc. (Beer Distribution)
Chairman of the Board of the Corporation

Ronald R. Reed, 58......................................................... 2000 2007
President and CEO of the Bank
Vice Chairman of the Corporation

David A. Widlak, 56........................................................ 1999 2006
President and CEO of the Corporation
Investor / Consultant

BOARD MEETINGS, BOARD COMMITTEES
AND CORPORATE GOVERNANCE MATTERS

Attendance at Board, Committee and Annual Stockholders' Meetings. The
Corporation's Board of Directors conducted 10 meetings during fiscal 2004. The
Board of Directors of the Bank, the Corporation's principal operating
subsidiary, conducted 10 meetings during fiscal 2004. Each director attended at
least 75% of the (i) Corporation's Board meetings and any committees on which he
or she served and (ii) Bank's Board meetings and any committees on which he or
she served. In addition, all of our Board members are expected to attend the
Corporation's annual meeting of stockholders, although the Corporation does not
have any written policy as to Board members' attendance at the annual meeting of
stockholders. Last year's annual meeting of stockholders was attended by the
entire Board of Directors.

"Independent" Directors. The Board of Directors has determined that
directors David E. Bonior, Joseph E. Catenacci, Salvatore Cottone, Bobby L. Hill
and Joseph F. Jeannette, consisting of a majority of the Board members, qualify
as "independent" in accordance with the published listing requirements of the
Nasdaq rules. The Nasdaq independent definition includes a series of objective
tests, such as that the director is not an employee of the corporation and has
not engaged in various types of business dealings with the corporation. As
further required by the Nasdaq rules, the Board has made a subjective
determination as to each independent director that no relationships exist which,
in the opinion of the Board, would interfere with the exercise of his or her
independent judgment in carrying out the responsibilities of a director. In
making these determinations, the directors reviewed and discussed information
provided by the directors and the Company with regard to each director's
business and personal activities as they may relate to the Corporation and its
management.

In addition, as required by the Nasdaq rules, the members of the Audit
Committee each qualify as "independent" under standards established by the U.S.
Securities and Exchange Commission (the "SEC") for members of audit committees.
The Audit Committee also includes at least one independent member who the Board
has determined meets the qualifications of an "audit committee financial expert"
in accordance with SEC rules, including that the person meets the relevant
definition of an "independent director." Mr. Cottone is the independent director
who has been determined to be an audit committee financial expert.

Board Committees and Charter. The Board of Directors of the Corporation
has standing Executive, Audit, Compensation and Nominating Committees. The Board
of Directors has adopted a written charter for the compensation, audit and
nominating committees, as well as a written code of business conduct and ethics
that applies to all of our directors, officers and employees. You may obtain a
copy of these documents free of charge by writing to our Corporate Secretary at
Community Central Bank Corporation, 120 North Main Street, Mount Clemens,
Michigan 48043, or by calling (586) 783-4500. In addition, our code of business
conduct and ethics has been filed with the SEC as Exhibit 14 to the
Corporation's Annual Report on Form 10-KSB for the year ended December 31, 2003.
Our Audit Committee and Nominating Committee charters were attached to our proxy
statement as Appendices A and B, respectively, for the annual meeting of
stockholders held on April 20, 2004 and filed electronically with the SEC.

The Audit, Compensation and Nominating Committee members consist of solely
independent directors (as that term is defined in the Nasdaq rules), except for
the appointment of Mr. Gebran S. Anton to the Nominating Committee and Mr. Dean
S. Petitpren to the Compensation Committee. During 2003, the Bank purchased the
building serving as the main office of the Corporation and the Bank from a
company owned by Mr. Anton and Mr. Petitpren, thus disqualifying them as
independent directors under the Nasdaq rules. In connection with Mr. Anton's
appointment to the Nominating Committee, the Board, relying on an exception
under the Nasdaq rules, determined that it was in the best interests of the

Corporation and its stockholders to have Mr. Anton serve as a member of the
Nominating Committee because of his experience and in light of the lack of any
continuing conflict of interest. In connection with Mr. Petitpren's appointment
to the Compensation Committee, the Board, relying on an exception under the
Nasdaq rules, determined that it was in the best interests of the Corporation
and its stockholders to have Mr. Petitpren serve as a member of the Compensation
Committee because of his experience and in light of the lack of any continuing
conflict of interest.

Executive Committee. The Executive Committee is currently comprised
of Directors Cottone, Petitpren, Reed and Widlak (Chairman). The Executive
Committee met two times during 2004. The Executive Committee shall have
and may exercise the full powers and authority of the Board of Directors
in the management of the business affairs and property of the corporation
during the intervals between meetings of the Board of Directors. The
Executive Committee shall also have the power and authority to declare
distributions and dividends and to authorize the issuance of stock to the
extent permitted by Michigan law.

Audit Committee. The Audit Committee is currently comprised of
Directors Salvatore Cottone (Chairman), Bobby L. Hill, Joseph F. Jeannette
and Michael D. Schwartz, each of whom meets the independence and financial
literary requirements in the Nasdaq rules. The Audit Committee met four
times during fiscal 2004. The Audit Committee's responsibilities include
hiring, terminating or reappointing the Corporation's independent
auditors, reviewing the scope of proposed audits and the procedures to be
used, and the results of the audits, reviewing the adequacy and
effectiveness of accounting and financial controls, and reviewing the
entire internal and independent auditing function and the financial
statements of the Corporation. The Audit Committee also approves non-audit
and audit services to be performed by the independent auditors, reviews
and approves all related party transactions for potential conflict of
interest situations, and reviews and assesses the adequacy of the Audit
Committee charter on an annual basis.

Compensation Committee. The Compensation Committee is currently
comprised of Directors David E. Bonior, Joseph Catenacci, Joseph F.
Jeannette and Dean S. Petitpren (Chairman). The Compensation Committee met
three times during fiscal 2004. The Compensation Committee reviews overall
compensation policies for the Corporation and the Bank. The Compensation
Committee's responsibilities include determining compensation and benefits
for officers of the Corporation, based on recommendations of Chief
Executive Officer, David A. Widlak, who is not present during voting or
deliberations concerning his compensation. The Compensation Committee is
also responsible for administering the option plans and benefit plans of
the Corporation.

Nominating Committee. The Nominating Committee is currently
comprised of Directors Gebran S. Anton, David E. Bonior, Joseph F.
Jeannette and Salvatore Cottone (Chairman). The Nominating Committee met
two times during fiscal 2004. The Nominating Committee is responsible for
reviewing and making recommendations to the Board of Directors as to its
size and composition and recommending to the Board of Directors candidates
for election as directors at the annual meetings, and filling any
vacancies that may occur between annual meetings. The Nominating Committee
will consider as potential nominees persons recommended by stockholders.
Recommendations should be submitted to the Nominating Committee in care of
Lisa M. Medlock, Secretary of the Corporation. Each recommendation should
include a personal biography of the suggested nominee, an indication of
the background or experience that qualifies such person for consideration,
and a statement that such person has agreed to serve if nominated and
elected. Stockholders who themselves wish to nominate a person for
election to the Board of Directors, as contrasted with recommending a
potential nominee to the Board for its

consideration, are required to comply with the advance notice and other
requirements detailed in the Corporation's articles of incorporation. The
Nominating Committee has the following responsibilities:

(i) recommend to the Board the appropriate size of the Board and assist
in identifying, interviewing and recruiting candidates for the
Board;

(ii) recommend candidates (including incumbents) for election and
appointment to the Board of Directors, subject to the provisions set
forth in the Corporation's articles of incorporation and bylaws
relating to the nomination or appointment of directors, based on the
following criteria: business experience, education, integrity and
reputation, independence, conflicts of interest, diversity, age,
number of other directorships and commitments (including charitable
obligations), tenure on the Board, attendance at Board and committee
meetings, stock ownership, specialized knowledge (such as an
understanding of banking, accounting, marketing, finance, regulation
and public policy) and a commitment to the Corporation's communities
and shared values, as well as overall experience in the context of
the needs of the Board as a whole;

(iii) review nominations submitted by stockholders, which have been
addressed to the Corporation's Secretary, and which comply with the
requirements of the Corporation's articles of incorporation and
bylaws. Nominations from stockholders will be considered and
evaluated using the same criteria as all other nominations;

(iv) annually recommend to the Board committee assignments and committee
chairs on all committees of the Board, and recommend committee
members to fill vacancies on committees as necessary; and

(v) perform any other duties or responsibilities expressly delegated to
the Committee by the Board.

Communications with the Board of Directors. Stockholders may communicate
directly with the Board of Directors, or any individual Board member, by sending
written communications to the Corporation, addressed to the Chairman of the
Board or such individual Board member.

DIRECTOR COMPENSATION

During 2004, each member of the Board of Directors received a monthly
retainer of $2,000, in the aggregate, for services as a director of the
Corporation and the Bank. Non-employee directors of the Corporation and the Bank
also received compensation for their services as committee members. Non-employee
directors of the Executive, Audit, Compensation and Nominating Committees of the
Corporation and the Bank each received $500 per meeting attended, except for the
Chairman of the Audit Committee who received $2,000 per month, the Chairman of
the Compensation Committee who received $500 per month and the Chairman of the
Nominating Committee who received $1,000 per meeting attended during 2004.

Nonemployee directors serving on the Bank's Loan and Asset/Liability
Committees each received $50 per meeting attended, except for the chairmen of
such committees who each received $100 per meeting attended. Director Bobby L.
Hill received $1,000 a month for serving as Chairman of the Board of Community
Central Mortgage Company, LLC, the Corporation's mortgage company subsidiary and
directors Salvatore Cottone, Ronald Reed and David Widlak each received $500 a
month for serving as advisory board members to the mortgage company.

Under the Corporation's 2002 Incentive Plan, which was approved by the
stockholders at the Corporation's annual meeting held in April 2002, each
director is awarded 300 shares of common stock of the Corporation annually. The
awards are made each year, on the first business day of the month following the
annual meeting of stockholders, from 2002 through 2010, during the period that
the director serves on the Board.

REPORT OF THE AUDIT COMMITTEE

The following Audit Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Corporation filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Corporation specifically
incorporates this report by reference.

The members of the Audit Committee consist of Salvatore Cottone, Bobby L.
Hill, Joseph F. Jeannette and Michael D. Schwartz. Each of the members of the
Audit Committee is independent as that term currently is defined under the
Nasdaq rules. The Audit Committee's responsibilities include selecting,
terminating or reappointing the Corporation's independent auditors, reviewing
the scope of proposed audits and the procedures to be used, and the results of
the audits, reviewing the adequacy and effectiveness of accounting and financial
controls, and reviewing the internal auditing function and the financial
statements of the Corporation. The Audit Committee operates under a written
charter adopted by the Board of Directors, a copy of which was last attached to
the Corporation's April 2004 proxy statement.

Management has the primary responsibility for the financial statements and
the reporting process, including the Corporation's systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee reviewed and
discussed the audited financial statements for the year ended December 31, 2004
with management, including a discussion of the quality and the acceptability of
the Corporation's financial reporting and controls.

The Audit Committee has also discussed with the Corporation's independent
auditors, Plante & Moran, PLLC, who are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality and the acceptability
of the Corporation's financial reporting and such other matters as are required
to be discussed with the Audit Committee under generally accepted auditing
standards, including the matters required to be discussed pursuant to Statement
on Auditing Standards No. 61 and No. 90 (Communications with Audit Committees).
In addition, the Audit Committee has received written disclosures and the letter
from Plante & Moran, PLLC required by Independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, disclosing the matters that,
in the auditor's judgment, may reasonably be thought to bear on the auditors'
independence from the Corporation, and has discussed with Plante & Moran, PLLC
their independence from the Corporation. The Audit Committee has also considered
the compatibility of the providing of non-audit services with maintaining the
auditors' independence.

In fulfilling its oversight responsibility of reviewing the services
performed by the Corporation's independent auditors, the Audit Committee
carefully reviews the policies and procedures for the engagement of independent
auditors and the fees paid by the Corporation for such services. The Audit
Committee also discussed with the Corporation's internal and independent
auditors the overall scope and plans for their respective audits and the fees
paid by the Corporation for such services. The Audit Committee meets
periodically with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Corporation's internal controls, and the overall quality of
the Corporation's financial reporting.

The Corporation's Chief Executive Officer and Chief Financial Officer also
reviewed with the Audit Committee the certifications that each such officer will
file with the SEC pursuant to the requirements of Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002 ("Sarbanes"). Management also reviewed with the Audit
Committee the policies and procedures it has adopted to ensure the accuracy of
such certifications.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-KSB for the year ended
December 31, 2004 for filing with the Securities and Exchange Commission.

Audit Committee

Salvatore Cottone
Bobby L. Hill
Joseph F. Jeannette
Michael D. Schwartz

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth summary information concerning compensation
awarded to, earned by or paid to the named executives for services rendered by
each of them in all capacities with the Corporation and the Bank. No other
executive officer received aggregate compensation, which includes salary and
bonus, exceeding $100,000, for services rendered in 2004. Each of the named
executives received perquisites and other personal benefits in addition to his
salary and bonus during the periods stated; however, the aggregate amount of
these perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of his respective total annual salary and bonus and, therefore,
this information has been omitted as permitted by the rules of the SEC.

Long Term
Annual Compensation Compensation
-------------------------------- ------------ All Other
Name and Principal Position Year Salary (1) Bonus Options Compensation (2)
--------------------------- ---- ---------- ----- ------------ ----------------

David A. Widlak, 2004 $279,000 $31,250 12,000 $152,984
President and CEO of the 2003 175,255 47,500 7,000 31,473
Corporation 2002 72,322 40,000 12,000 0

Ronald R. Reed, 2004 $204,000 $22,500 6,000 $127,727
President and CEO of the 2003 184,102 40,000 5,000 50,684
Bank 2002 170,070 35,000 12,000 5,596

Ray T. Colonius, 2004 $134,950 $12,500 5,000 $38,565
CFO and Treasurer of the 2003 118,450 35,000 3,000 15,775
Corporation and Sr. VP and 2002 108,596 30,000 5,000 4,158
CFO of the Bank

-------------
(1) Includes director fees paid to Mr. Widlak and Mr. Reed for each of the
periods reported.

(2) The amounts shown in the table for 2004 reflect the Bank's contributions
made on behalf of the named executive under the Bank to the 401(k) plan
and the Corporation's or Bank's accruals on behalf of the named executives
under the non-qualified supplemental executive retirement plans maintained
by the Corporation and the Bank, as follows:

401(k) Matching SERP
Name Contribution Accrual
--------------- -------------------- -------

David A. Widlak $7,471 $145,513
Ronald R. Reed 6,867 120,860
Ray T. Colonius 4,567 33,998

OPTIONS GRANTED IN 2004

The following table provides information on options granted to the named
executive officers during the year ended December 31, 2004. No stock
appreciation rights have been granted by the Corporation.

Individual Grants
----------------------------------------------------------------------
% of Total
Number of Options
Shares Granted to Exercise or
Underlying Options Employees Base Price Expiration
Name Granted in 2004 Per Share Date
---------------- ------------------ ----------------- ----------- ----------

David A. Widlak 12,000 (1) 25% $12.91 11-15-2014

Ronald R. Reed 6,000 (2) 13% $12.91 11-15-2014

Ray T. Colonius 5,000 (3) 11% $12.91 11-15-2014

--------------
(1) The option granted to Mr. Widlak is exercisable on its grant date for
4,000 shares covered by the option and for an additional 4,000 shares on
each anniversary of the grant date thereafter.

(2) The option granted to Mr. Reed is exercisable on its grant date for 2,000
shares covered by the option and for the remaining 4,000 shares on
November 16, 2005.

(3) The option granted to Mr. Colonius is exercisable on its grant date for
2,500 shares covered by the option and for the remaining 2,500 shares on
November 16, 2005.

AGGREGATE STOCK OPTION EXERCISES IN 2004 AND YEAR END OPTION VALUES

The following table sets forth the number and value of unexercised stock
options held by the named executive officers at December 31, 2004. No stock
options were exercised by the named executive officers during the year ended
December 31, 2004; accordingly, no dollar amounts are set forth in the table
below under the "Value Realized" column, which represents the difference between
the fair market value of the underlying stock on the exercise date and the
exercise or base price of the option(s).

The dollar amounts set forth in the table below under the "Value of
Unexercised `In-the-Money' Options at 12-31-2004" column represent the
difference between the exercise or base price of the named executive officer's
stock option(s) and $13.01, the average of the closing high bid and low asked
prices reported by the Nasdaq National Market as of December 31, 2004. The
amounts set forth in the column "Value of Unexercised `In-the-Money' Options at
12-31-2004" have not been, and may never be, realized. These options have not
been, and may not ever be, exercised. Actual gains, if any, on exercise will
depend on the value of the Corporation's common stock on the date of exercise.
There can be no assurance that these values will be realized. Unexercisable
options are those which have not yet vested. No stock appreciation rights have
been granted by the Corporation.

Value of
Number of Unexercised
Unexercised `In-the-Money'
Shares Options at Options at
Acquired on Value 12-31-2004 12-31-2004
Name Exercise Realized Exercisable/ Unexercisable Exercisable / Unexercisable
--------------- ----------- -------- -------------------------- ---------------------------

David A. Widlak --- --- 26,119 / 10,451 $ 98,898 / $4,820

Ronald R. Reed --- --- 46,595 / 6,940 $289,607 / $5,222

Ray T. Colonius --- --- 41,277 / 3,550 $267,779 / $1,972

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The Corporation, through the Community Central Bank Corporation
Supplemental Executive Retirement Plan (the "Corporation SERP"), and the Bank,
through the Community Central Bank Supplemental Executive Retirement Plan (the
"Bank SERP"), provide supplemental retirement benefits to a select group of
senior officers. Mr. Widlak is a participant in the Corporation SERP and Messrs.
Reed and Colonius are participants in the Bank SERP. Participants in the
Corporation SERP and Bank SERP vest 10 percent a year for each year of credited
service in his retirement benefits under the SERP. As of December 31, 2004,
Messrs. Widlak, Reed and Colonius were 30 percent, 43 percent and 50 percent
vested, respectively in their retirement benefits.

The Corporation SERP and Bank SERP (collectively, the "SERPs") are
designed to provide monthly benefits over a 15-year period to each participant
upon his retirement. The benefit payable upon retirement is a function of years
of service earned after December 31, 1999. The minimum annual benefit is $75,000
and the maximum annual benefit is 50% of the average of the three highest years
of compensation. Generally, reduced early retirement benefit payments under the
SERP can commence upon the later of the date of the termination of the
participant's employment or age 62; otherwise, benefit payments generally will
commence at age 65. If a participant is terminated for cause he is not entitled
to any benefits under the SERP. If Messrs. Widlak, Reed and Colonius retired as
of December 31, 2004, upon reaching age 65 they would be entitled to receive a
monthly benefit under the SERPs of $2,701, $3,946, and $3,125, respectively, for
the next 15 years.

If a participant dies before receiving any retirement benefits under the
SERP, his designated beneficiary will receive a discounted lump sum payment of
the participant's retirement benefits. If a participant dies after he or she has
begun to receive retirement benefits under the SERP, the remaining payments will
continue to be made to the participant's designated beneficiary for the rest of
the payout period, or the committee administering the SERP may accelerate the
payment of the remaining retirement benefits at such time in a discounted lump
sum payment and in such manner as the committee may determine.

The SERP is an unfunded plan. The Bank has obtained life insurance
policies on the lives of the participants in the SERP as a means of offsetting
the costs of providing the benefits under the SERP.

CERTAIN TRANSACTIONS

The Bank has had, and expects to have in the future, loans and other
banking related transactions in the ordinary course of business with the
Corporation's directors, executive officers, and principal stockholders and
their associates. All such transactions (i) are made in the ordinary course of
business, (ii) are made on substantially the same terms, including interest
rates and collateral on loans, as those prevailing at the time for comparable
transactions with other persons, and (iii) in the opinion of management, do not
involve more than the normal risk of collectibility, or present other
unfavorable features. All loans made by the Bank to its directors and officers
are subject to federal banking regulations restricting loan and other
transactions with affiliated persons of the Bank. As of December 31, 2004, the
Bank had outstanding 11 loans to the directors and executive officers of the
Corporation, totaling approximately $7.8 million in the aggregate, with an
additional $4.7 million under commitments. All outstanding loans to directors
and executive officers were performing in accordance with their terms at
December 31, 2004.

During February 2005, the Corporation completed a rights offering to its
stockholders raising approximately $5.4 million. In connection with the rights
offering, the Corporation entered into standby purchase agreements with
directors Gebran Anton, Joseph Catenacci, Salvatore Cottone, Joseph Jeannette
and Dean Petitpren pursuant to which they agreed to purchase any shares of
common stock not subscribed for in the rights offering at the same per share
price at which they were offered to our stockholders. There were 275,603 shares
unsubscribed for in the rights offering, of which Messrs. Anton, Catenacci and
Cottone each purchased 62,011 shares, Mr. Petitpren purchased 62,010 shares and
Mr. Jeannette purchased 27,560 shares. The rights offering, including the
standby purchase agreements, was reviewed and approved by a special rights
committee of the Board of Directors, consisting solely of independent directors,
none of whom acted as standby purchasers in the rights offering.

SELECTION OF AND RELATIONSHIP WITH INDEPENDENT AUDITOR

The Audit Committee of the Board of Directors has reappointed Plante &
Moran, PLLC as the Corporation's principal independent auditor for the year
ending December 31, 2005. In making its determination to reappoint Plante &
Moran, PLLC as the Corporation's independent auditors for the 2005 fiscal year,
the Audit Committee considered the non-audit services that the independent
auditors provided during the 2004 fiscal year and determined that the provision
of these services is compatible with and does not impair the auditors'
independence. Representatives of Plante & Moran, PLLC plan to attend the annual
meeting of stockholders, will have the opportunity to make a statement if they
desire to do so, and will respond to appropriate questions by stockholders. The
Audit Committee, in its discretion, may direct the appointment of a different
independent accounting firm at any time during the year, if it determines that
such a change would be in the best interest of the Corporation and its
stockholders.

INDEPENDENT AUDITING FIRM FEES

Plante & Moran, PLLC was the Corporation's principal auditor for fiscal
2003 and 2004. The aggregate fees billed to the Corporation by Plante & Moran,
PLLC and its affiliates for the fiscal years ended December 31, 2004 and 2003
were as follows:

Year Ended December 31,
--------------------------
2004 2003
-------- -------

Audit Fees ...................... $100,225 $65,000
Audit Related Fees(1)............ 4,450 18,125
Tax Fees (2)..................... 6,900 6,750
All Other Fees................... --- ---
Total......................... $111,575 $89,875
======== =======

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

(1) Primarily for services related to research on accounting issues during
2003 and 2004. In addition, 2003 included services rendered in connection
with the enactment of new Sarbanes requirements and an acquisition.

(2) Primarily for tax compliance, tax advice, tax return preparation services
and correspondence with the IRS. The fees reported for both years also
include tax consulting related services in connection with director
retirement.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

In compliance with Sarbanes, our Audit Committee pre-approves all audit
and permissible non-audit services provided by our independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Prior to engaging our independent auditors to render an audit or
permissible non-audit service, the Audit Committee specifically approves the
engagement to render that service. Accordingly, we do not engage our independent
auditors to render audit or permissible non-audit services pursuant to
pre-approval policies or procedures or otherwise, unless the engagement to
provide such services has been approved by the Audit Committee in advance. The
engagement of Plante & Moran, PLLC to render 100 percent of the services
described in the categories above was approved by the Audit Committee in advance
of the rendering of those services.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

Any proposal submitted by a stockholder for the 2006 annual meeting of
stockholders should be sent to Lisa Medlock, Corporate Secretary, at 120 North
Main Street, PO Box 7, Mount Clemens, MI 48046-0007. Proposals must be received
by November 22, 2005, in order to be eligible to be included in the
Corporation's proxy statement for that meeting. Stockholder proposals to be
considered for presentation at next year's annual meeting, although not included
in the proxy statement must be received at our executive office at least 10 days
prior to the date of the annual meeting.

All stockholder proposals for inclusion in the Corporation's proxy
materials shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended, and, as with any shareholder
proposal (regardless of whether it is included in proxy materials), the
Corporation's articles of incorporation and bylaws and Michigan law.

OTHER MATTERS

The Board of Directors does not know of any other matters to be brought
before the annual meeting. If other matters are presented upon which a vote may
properly be taken, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their best judgment.

COMMUNITY CENTRAL BANK CORPORATION

Dear Stockholder:

Please take note of the important information enclosed with this proxy card. You
are requested to vote on the election of directors as discussed in the enclosed
proxy materials. Your board of directors recommends that you vote "FOR" all of
the nominees.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign and date the card, detach it and return your proxy vote in the
enclosed postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, April
19, 2005.

Thank you in advance for your prompt consideration of this matter.

Sincerely,

David A. Widlak
President and Chief Executive Officer

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCCBC2

PROXY

COMMUNITY CENTRAL BANK CORPORATION

120 NORTH MAIN STREET
MOUNT CLEMENS, MI 48043

ANNUAL MEETING OF STOCKHOLDERS - APRIL 19, 2005
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Salvatore Cottone and Dean S. Petitpren, or
either of them, with full power of substitution in each, as proxies to vote all
of the shares of common stock of Community Central Bank Corporation which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
Community Central Bank Corporation to be held at the Best Western Concorde Inn,
44315 Gratiot Avenue, Clinton Township, Michigan 48036, on Tuesday, April 19,
2005, at 9:00 a.m., and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" ALL NOMINEES, AND IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER
MATTER THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR
POSTPONEMENT THEREOF. SHOULD A NOMINEE BE UNABLE TO SERVE AS A DIRECTOR, AN
EVENT THAT WE DO NOT ANTICIPATE, THE PERSONS NAMED IN THIS PROXY RESERVE THE
RIGHT, IN THEIR DISCRETION, TO VOTE FOR A SUBSTITUTE NOMINEE DESIGNATED BY THE
CORPORATION.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE, AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) hereon. Joint owners should each
sign personally. Trustees and other fiduciaries should indicate the capacity in
which they sign. If a corporation or partnership, the signature should be that
of an authorized person who should state his or her title.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

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

COMMUNITY CENTRAL
BANK CORPORATION
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZCCBC1

PLEASE MARK | 3528
[X] VOTES AS IN |_ _
THIS EXAMPLE.

--------------------------------------
COMMUNITY CENTRAL BANK CORPORATION
--------------------------------------
1. Election of Directors. 2. In their discretion, the proxies are authorized to vote upon any
(01) GEBRAN S. ANTON (03) JOSEPH F. JEANNETTE other business that may properly come before the meeting, or at
(02) DAVID E. BONIOR any adjournment(s) thereof.

FOR WITHHELD
ALL [ ] [ ] ALL
NOMINEES

FOR
ALL [ ]
EXCEPT --------------------------------------------
For all nominee(s) except as written above

Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.

Please be sure to sign and date this proxy card.

Signature: Date: Signature: Date:
---------------------- ---------------------- ----------------------- -----------------------