EXHIBIT 10(l)
EXCHANGE AGREEMENT
By and Between
CBC BANCORP, INC.
and
RANDOLPH W. LENZ
Dated and Effective as of December 31, 1994

EXCHANGE AGREEMENT

     EXCHANGE AGREEMENT (the "Exchange Agreement"), dated and
effective as of December 31, 1994, by and between CBC Bancorp,
Inc. ("Bancorp"), and Randolph W. Lenz (the "Investor").

RECITALS

     WHEREAS, Bancorp desires to issue to the Investor 337 shares
of Bancorp's newly-issued Series III nonvoting cumulative
convertible preferred stock, stated value and liquidation
preference of $10,000 per share with such terms and conditions
described on Schedule A hereto (the "New Preferred Stock") and a
Senior Note in the principal amount of the accrued and unpaid
interest on the Senior Notes and $8,000 of principal (the "New
Senior Note") in exchange for Bancorp's Short-Term Senior Notes,
in the principal amount of $3,370,000, held by the Investor (the
"Senior Notes"), and the Investor desires to effect the Exchange
of the Senior Notes for the shares of New Preferred Stock and the
New Senior Note (the "Exchange"); and

     WHEREAS, the parties hereto wish to set forth the terms and
conditions of the Exchange.

AGREEMENT

     NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties,
covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EXCHANGE OF
NEW PREFERRED STOCK AND NEW SENIOR NOTE
FOR SENIOR NOTES

     Section 1.1    The Exchange..  Upon the terms of this
Exchange Agreement, the Investor hereby agrees to exchange,
effective December 31, 1994 (the "Effective Date"), the Senior
Notes in the principal amount of $3,370,000 for 337 shares of
Bancorp New Preferred Stock and a New Senior Note with the same
terms and conditions as the Senior Notes and in the aggregate
principal amount equal to the accrued and unpaid interest on the
Senior Notes from the date of issuance until the Effective Date
of the Exchange plus $8,000 of principal of the Senior Notes.
Bancorp agrees to issue to the Investor the 337 shares of New
Preferred Stock and the New Senior Note in exchange for the
Senior Notes held by the Investor in the principal amount of
$3,370,000 effective as of the Effective Date. The material terms
and conditions of the shares of New Preferred Stock to be
acquired by the Investor hereunder are described in Schedule A
hereto.

     Section 1.2    Issuance of New Preferred Stock and New
Senior Note; Deliveries.  (a) As soon as practicable after the
Effective Date, Bancorp will deliver to the Investor, against
delivery of the original Senior Notes, (i) a duly authorized and
issued certificate or certificates (the "New Preferred Stock
Certificate") representing 337 shares of New Preferred Stock,
which shares will be fully paid and nonassessable and free and
clear of all liens, and (ii) a New Senior Note in the principal
amount equal to the sum of the accrued and unpaid interest on the
Senior Notes from the date of issuance up to and including the
Effective Date of the Exchange and $8,000 of principal amount of
the Senior Notes.  (b) The Investor will deliver to Bancorp,
against delivery of the New Preferred Stock Certificate and the
New Senior Note, the Senior Notes.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
OF BANCORP

     Bancorp hereby represents and warrants to the Investor as
follows:

     Section 2.1.   Execution, Delivery and Performance.  Bancorp
has full right, power and authority to execute and deliver this
Exchange Agreement and to perform its obligations hereunder. This
Exchange Agreement has been duly authorized, executed and
delivered by or on behalf of Bancorp and is valid, binding and
enforceable against Bancorp in accordance with its terms.

     Section 2.2.   Registration of New Preferred Stock and New
Senior Note.   Bancorp agrees to register the shares of New
Preferred Stock and the New Senior Note in a separate
registration statement, or, at Bancorp's option, to include the
shares of New Preferred Stock and the New Senior Note in the
pending registration statement which has been filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended ("Securities Act"). Bancorp will bear the costs
of registration of the New Preferred Stock and the New Senior
Note and the Investor will bear the costs of brokerage
commissions, discounts, fees and expenses of its counsel and
other selling expenses associated with the registration.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE INVESTOR

     Investor hereby represents and warrants to Bancorp as
follows:

     Section 3.1.   Execution, Delivery and Performance.
Investor has full right, power and authority to execute and
deliver this Exchange Agreement and to perform his obligations
hereunder. This Exchange Agreement has been duly authorized,
executed and delivered by or on behalf of the Investor and is
valid, binding and enforceable against Investor in accordance
with its terms.


ARTICLE IV

TERMINATION

     Section 4.1.   Termination of the Agreement.  This Exchange
Agreement may be terminated only by mutual written consent of
Bancorp and the Investor.

ARTICLE V

MISCELLANEOUS

     Section 5.1.  Any notice, request, demand or other
communication permitted or required to be given hereunder shall
be in writing, shall be signed by the party giving it, shall be
sent to the addressee at the address set forth hereinbelow (or at
such address as shall be designated hereunder by notice to the
other parties and persons receiving copies) and shall be deemed
conclusively to have been given:  (i) upon confirmation of
transmission, when sent by telex, telegram or facsimile; (ii) on
the day following the day on which it is sent by United States
Express Mail, postage prepaid and return receipt requested or by
any other reputable overnight courier service; (iii) on the fifth
day following the day sent by certified or registered United
States mail, postage prepaid and return receipt requested; or
(iv) when received by the addressee, if sent otherwise.

      (a)  If to Bancorp:

           Charles Pignatelli
           President
           CBC Bancorp, Inc.
           128 Amity Road
           Woodbridge, Connecticut 06525

      (b)  If to the Investor:

           Randolph W. Lenz
           c/o Terex Corporation
           500 Post Road East, Suite 320
           Westport, Connecticut 06880

     Section 5.2.  Further Assurances.  Each party hereto agrees
that, upon the request of the other parties, it will do such
further acts and things and execute, acknowledge, deliver and
record such other agreements, instruments and statements as from
time to time may be reasonably necessary or desirable to
evidence, confirm or carry out the intent and purpose of this
Exchange Agreement.

     Section 5.3.  Section and Other Headings.  The section and
other headings contained in this Exchange Agreement are for
reference purposes only and shall not affect the meaning or
interpretation of this Exchange Agreement.

     Section 5.4.  Governing Law.  This Exchange Agreement shall
be governed by and construed in accordance with the laws of the
State of Connecticut.

     Section 5.5.  Severability.  In the event that any term or
provision of this Exchange  Agreement shall be finally determined
to be superseded, invalid, illegal or otherwise unenforceable
pursuant to applicable law by a governmental authority having
jurisdiction and venue, that determination shall not impair or
otherwise affect the validity, legality or enforceability (a) by
or before that authority of the remaining terms and provisions of
this Exchange Agreement, which shall be enforced as if the
unenforceable term or provision were deleted, or (b) by or before
any other authority of any of the terms and provisions of this
Exchange Agreement, unless to do so would deprive a party of a
substantial benefit under this Exchange Agreement.

     Section 5.6.  Counterparts.  This Exchange Agreement may be
executed in counterparts, each of which may be executed by one or
more of the parties hereto, but all of which, when taken
together, shall constitute but one agreement binding upon all of
the parties hereto.

     Section 5.7   Successors and Assigns; Assignments. Whenever
in this Exchange  Agreement reference is made to any party, such
reference shall be deemed to include the successors, assigns,
heirs and legal representatives of such party.

     Section 5.8.  No Third Party Rights.  Except as otherwise
provide in Section 5.7 above, the terms and provisions of this
Exchange Agreement are for the exclusive benefit of the parties
hereto, and no other person, including creditors of any party
hereto, shall have any right or claim against any party by reason
of those terms and provisions or be entitled to enforce any of
those terms and provisions against any party.

     Section 5.9.  No Waiver by Actions, Etc.  Any waiver of, and
consent to any departure from, any term or provision of this
Exchange Agreement shall be in writing and signed by each party
adversely affected thereby.  Any waiver or consent respecting any
term or provision of this Exchange Agreement shall be effective
only in the specific instance and for the specific purpose for
which given and shall not be deemed, regardless of frequency
given, to be a further or continuing waiver or consent.  The
failure or delay of a party at any time or times to require
performance of, or to exercise or enforce any of its rights,
powers, privileges, remedies and interests with respect to, any
term or provision of this Exchange Agreement in no manner (except
as otherwise expressly provided herein) shall affect that party's
rights at a later time to enforce any such provision.  No notice
to or demand on a party in any event shall entitle such party to
any other or further notice or demand in the same, similar or
other circumstances.  All rights, powers, privileges, remedies
and interests of a party under this Exchange Agreement are
cumulative and not alternatives, and they are in addition to and
shall not limit (except as otherwise expressly provided herein)
any other right, power, or privilege granted herein or pursuant
to applicable law.

     Section 5.10.  Modification, Amendment, Etc.  Any
modification or amendment of this Exchange Agreement, except as
otherwise expressly provided herein or as otherwise required by
applicable law, shall be in writing and signed or consented to in
writing by each of the parties hereto.

     Section 5.11   Survival of Representations and Warranties.
All of the covenants, agreements, representations and warranties
made herein shall survive the execution and delivery of this
Exchange Agreement and the delivery of the New Preferred Stock
Certificates and the New Senior Note in exchange for the Senior
Notes and shall continue in full force and effect.

     Section 5.12.  Entire Agreement.  This Exchange Agreement
contains the entire agreement of the parties and supersedes all
other representations, agreements and understandings, oral or
otherwise, between the parties with respect to the matters
contained herein.

     IN WITNESS WHEREOF,  the parties hereto have executed and
delivered this Exchange Agreement as of the date first written
above.

                    CBC BANCORP, INC.


                    By:  /s/ CHARLES PIGNATELLI
                    Charles Pignatelli
                    President

                    RANDOLPH W. LENZ


                    By:  /S/ RANDOLPH W. LENZ
                    Randolph W. Lenz

SCHEDULE A

DESCRIPTION OF TERMS OF
CBC BANCORP, INC.'S
SERIES III PREFERRED STOCK

     Also of such 100,000 authorized shares of Preferred Stock,
no par value, there shall be designated an additional 1,000
shares thereof and named "Series III", having a stated value of
Ten Thousand Dollars ($10,000) each, the terms, limitations and
relative rights and preferences of which shall be as follows and
as otherwise set forth in this Certificate of Incorporation:

     (1)  Dividends:  The holders of the Series III Preferred
Stock shall be entitled to receive cumulative quarterly dividends
at the annual rate of the Wall Street Journal Prime Rate or
substitute rate plus five percentage points. Dividends shall be
of equal priority with dividends payable on Series I and Series
II Preferred Stock and shall be prior in right to dividends
payable to holders of the Common Stock. At the option of the
holder of the Series III Preferred Stock, the Corporation shall
pay accrued and unpaid dividends in shares of Corporation Common
or Preferred Stock with a market value at the time of payment
equal to the dividend being paid.

     (2)  Voting Rights:  The holders of the Series III Preferred
Stock shall not have any voting rights.

     (3)  Conversion and Exchange Rights:  The holders of the
Series III Preferred Stock shall have the right, exercisable at
any time following issuance but subject to any required
regulatory approvals, if any, to convert or exchange shares of
Series III Preferred Stock into shares of Common Stock, Preferred
Stock or any other capital instrument of the Company or, at the
option of the holders, into a combination of such shares and
shares of Common Stock, Preferred Stock or other capital
instrument of the Corporation's subsidiary (the "Subsidiary"),
with a market value equal to the stated value, plus accrued and
unpaid dividends to the date of conversion or exchange; provided,
however, that in no event shall the holders be entitled to
receive, in any conversion or exchange, more than 179,096 shares
of the Subsidiary's Common Stock. The market value of the
Corporation's Common Stock is determined based on the seven
trading day average of the closing sale price (or, if no sales,
the closing bid price) of the Corporation Common Stock
immediately preceding the conversion or exchange date and the
market value of the Subsidiary's Common Stock shall be the par
value thereof.

     (4)  Redemption Rights:  The holders of the Series III
Preferred Stock shall not have the right to redeem the stock
unless expressly authorized by the Board of Directors of the
Corporation. The Corporation shall have the right to redeem the
Series III Preferred Stock at any time following issuance at the
price paid for such stock, without interest except for payment of
accumulated dividends, subject to receipt of approval from state
or federal banking regulatory agencies as may be required by law.

     (5)  Sinking Fund:  No sinking fund shall be established for
the Series III Preferred Stock.

     (6)  Liquidation Preference:  The Series III Preferred Stock
shall have a liquidation preference of $10,000 per share, the
payment of which shall be of equal priority with the payment of
any liquidation preferences of the Series I and II Preferred
Stock and shall be prior in right to any payments to holders of
the Common Stock upon liquidation.