Exhibit 10.2

Monroe Bank & Trust Salary Continuation Agreement

THIS AGREEMENT is made this 21st day of December, 2000, by and between Monroe
Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan
(the "Company" and Ronald D. LaBeau (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is
willing to provide salary continuation benefits to the Executive. The Company
will pay the benefits from its general assets. None of the conditions or events
included in the definition of the term "golden parachute payment" that is set
forth in 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act 12U.S.C.
1818(k)(4)(A)(ii) and in Federal Deposit Insurance Corporation Rule
359.1(f)(1)(ii) 12 CFR 359.1(f)(1)(ii) exists or, to the best of knowledge of
the Company, is contemplated insofar as the Company is concerned.

AGREEMENT

The Executive and the Company agree as follows:

Article 1

Definitions

Whenever used in this Agreement, the following words and phrases shall have the
meanings specified:

1.1 (Intentionally left blank)

(1) (Intentionally left blank)

(2) Intentionally left blank)

1.2 ""Code" means the Internal Revenue Code of 1986, as amended.

1.3 "Disability" means, if the Executive is covered by a
Company-sponsored disability policy, total disability as defined in
such policy without regard to any waiting period. If the Executive is
not covered by such a policy, Disability means the Executive suffering
a sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As
a condition to receiving any Disability benefits, the Company may
require the Executive to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.

1.4 "Early Retirement Age" means the Executive's 60th birthday.

1.5 "Early Termination" means the Termination of Employment before
Normal Retirement Age for reasons other than death, Disability, or
Termination for Cause.

1.6 "Early Termination Date" means the month, day and year in which
Early Termination occurs.

1.7 "Effective Date" means December 21, 2000.

1.8 (Intentionally left blank)

(1) (Intentionally left blank)

(2) Intentionally left blank)

(a) (Intentionally left blank)

(b) (Intentionally left blank)

(3) (Intentionally left blank)

(4) (Intentionally left blank)

(5) (Intentionally left blank)

(6) (Intentionally left blank)

1.9 "Normal Retirement Age" means the Executive's 65th birthday.

1.10 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.

1.11 "Plan Year" means a twelve-month period commencing on December 21,
2000 and ending on December 20 of each year. The initial Plan Year
shall commence on the effective date of this Agreement.

1.12 "Termination for Cause" See Section 5.1

1.13 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason whatsoever other than by reason of a
leave of absence, which is approved by the Company.

Article 2

Lifetime Benefits

2.1 Normal Retirement Benefit. Upon Termination of Employment on or
after the Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Agreement.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
$139,600 (One Hundred Thirty Nine Thousand and six hundred dollars no/100). The
Company's Board of Directors, in its sole discretion, may increase the annual
benefit under this Section 2.1.1; however, any increase shall require the
recalculation of Schedule A.

2.1.2 Payment of Benefit. The Company shall pay the annual benefit to
the Executive in 12 equal monthly installments payable on the first day of each
month commencing with the month following the Executive's Normal Retirement
Date. The annual benefit shall be paid to the Executive for ten years.

2.1.3 Benefit Increases. Commencing on the first anniversary of the
first benefit payment, and continuing on each subsequent anniversary, the
Company's Board Of Directors, in its sole discretion, may increase the benefit.

2.2 Early Termination Benefit. Upon Early Termination, the Company
shall pay to the Executive the benefit described in this Section 2.2 in lieu of
any other benefit under this Agreement.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
Early Termination Annual Benefit amount set forth in Schedule A for the Plan
Year ending immediately prior to the Early Termination Date (except during the
first Plan Year, the benefit is the amount set forth for Plan Year 1). However,
any increase in the annual benefit under Section 2.1.1 shall require the
recalculation of the Early Termination Annual Benefit on Schedule A.

2.2.2 Payment of Benefit. The Company shall pay the annual benefit to
the Executive in 12 equal monthly installments payable on the first day of each
month commencing with the month following the Normal Retirement Age. The annual
benefit shall be paid to the Executive for ten years.

2.2.3 Benefit Increases. Benefit payments may be increased as provided
in Section 2.1.3.

2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
Disability Annual Benefit amount set forth in Schedule A for the Plan Year
ending immediately prior to the date in which the Termination of Employment
occurs (except during the first Plan Year, the benefit is the amount set forth
for Plan Year 1). However, any increase in the annual benefit under Section
2.1.1 would require the recalculation of the Disability benefit on Schedule A.

2.3.2 Payment of Benefit. The Company shall pay the Disability Annual
Benefit amount to the Executive in 12 equal monthly installments payable on the
first day of each month commencing with the month following Normal Retirement
Age. The annual benefit shall be paid to the Executive for ten years.

2.3.2 Benefit Increases. Benefit payments may be increased as provided
in Section 2.1.3.

2.4 (Intentionally left blank)

2.4.1 (Intentionally left blank)

2.4.2 (Intentionally left blank)

Article 3

Death Benefits

3.1 Death During Active Service. If the Executive dies before the
Normal Retirement Age while in the active service of the Company, the Company
shall pay to the Executive's beneficiary the benefit described in the Split
Dollar Agreement and Endorsement attached as Addendum A between the Company and
the Executive in lieu of any other benefit payable hereunder.

3.2 Death During Benefit Period. If the Executive dies after any
benefit payments provided pursuant to Article II have commenced under this
Agreement but before receiving all such payments, the Company shall pay the
remaining benefits to the Executive's beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the Executive
survived and no death benefit shall be payable under this Article 3.

3.3 Death After Termination of Employment But Before Benefit Payments
Commence. If the Executive is entitled to any benefit payments provided pursuant
to Article II under this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the benefit payments to the Executive's
beneficiary that the Executive was entitled to prior to death except that the
benefit payments shall commence on the first day of the month following the date
of the Executive's death.

Article 4

Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a
beneficiary by filing a written designation with the Company. The Executive may
revoke or modify the designation at any time by filing a new designation.
However, designations will only be effective if signed by the Executive and
accepted by the Company during the Executive's lifetime. The Executive's
beneficiary designation shall be deemed automatically revoked if the beneficiary
predeceases the Executive, or if the Executive names a spouse as beneficiary and
the marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a
person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the
guardian, legal representative or person having the care or custody of such
minor, incapacitated person or incapable person. The Company may require proof
of incapacity, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Company from all liability with respect to such benefit.

Article 5

General Limitations

5.1 Termination for Cause. Notwithstanding any provision of this
Agreement to the Agreement to the contrary, the Company shall not pay any
benefit under this Agreement if the Company terminates the Executive's
employment for:

(a) Gross negligence or gross neglect of duties;

(b) Commission of a felony or of a gross misdemeanor
involving moral turpitude; or

(c) Fraud, disloyalty, dishonesty or willful violation of
any law or significant Company policy committed in
connection with the

Executive's employment and resulting in an adverse
effect on the Company.

5.2 Suicide or Misstatement. The Company shall not pay any benefit
under this Agreement if the Executive commits suicide within two years after the
date of this Agreement, or if the Executive has made any material misstatement
of fact on any application for life insurance purchased by the Company.

5.3 Removal. If the Executive is removed from office and/or
permanently prohibitedfrom participating in the conduct of the Company's affairs
by an order issued under Section 8 (e)(4) or (g)(1) of the Federal Deposit
Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Company
under this Agreement shall terminate as of the effective date of the order.

5.4 Insolvency. If the Michigan Financial Institutions Division
appoints the Federal Deposit Insurance Corporation as receiver for the Company
pursuant to Michigan Comp. Laws 487.12402, all obligations under this Agreement
shall terminate as of the date of the Company's declared insolvency, but vested
rights of the contracting parties shall not be affected.

5.5 FDIC Open-Bank Assistance. All obligations under this Agreement
shall be terminated, except to the extent determined that continuation of the
contract is necessary for the continued operation of the Company, at the time
the Federal Deposit Insurance Corporation enters into an agreement to provide
assistance to or on behalf of the Company under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any
rights of the parties that have already vested, however, shall not be affected
by such action.

Article 6

Claims and Review Procedures

6.1 Claims Procedure. The Company shall notify any person or entity
the makes a claim against the Agreement (the "Claimant") in writing, within
ninety (90) days of Claimant's written application for benefits, or his or her
eligibility or noneligibility for benefits under the Agreement. If the Company
determines that the Claimant is not eligible for benefits or full benefits, the
notice shall set forth (1) the specific reasons for such denial, (2) a specific
reference to the provisions of the Agreement on which the denial is based, (3) a
description of any additional information or material necessary for the claimant
to perfect his or her claim, and a description of why it is needed, and (4) an
explanation of the Agreement's claims review procedure and other appropriate
information as to the steps to be taken if the Claimant wishes to have the claim
reviewed. If the Company determines that there are special circumstances
requiring additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional ninety (90)
days.

6.2 Review Procedure. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he or she is
entitled to greater or different benefits, the Claimant shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company. Said petition shall state the specific reasons which the
Claimant believes entitle him or her to benefits or to greater or different
benefits. Within sixty (60) days after receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel, if any) an opportunity to
present his or her position to the Company verbally or in writing, and the
Claimant (or counsel) shall have the right to review the pertinent documents.
The Company shall notify the Claimant of its decision in writing within the
sixty-day period, stating specifically the basis of its decision, written in a
manner calculated to be understood by the Claimant and the specific provisions
of the Agreement on which the decision is based. If,

because of the need for a hearing, the sixty-day period is not sufficient, the
decision may be deferred for up to another sixty (60) days at the election of
the Company, but notice of this deferral shall be given to the Claimant.

Article 7

Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed
by the Company and the Executive.

Article 8

Miscellaneous

8.1 Binding Effect. This Agreement shall bind the Executive and
the Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

8.2 No Guarantee of Employment. This Agreement is not an
employment policy or contract. It does not give the Executive the right to
remain an employee of the Company, nor does it interfere with the Company's
right to discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to terminate
employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot
be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Successors: Binding Agreement. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, by an assumption agreement in form and substance satisfactory to the
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform this
Agreement if no such succession had taken place. Failure of the Company to
obtain such assumption agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement.

8.5 Tax Withholding. The Company shall withhold any taxes that
are required to be withheld from the benefits provided under this Agreement.

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

8.7 Unfunded Arrangement. The Executive and beneficiary are
general unsecured creditors of the Company for the payment of benefits under
this Agreement. The benefits represent the mere promise by the Company to pay
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive's life
is a general asset of the Company to which the Executive and beneficiary have no
preferred or secured claim.

8.8 Entire Agreement. This Agreement constitutes the entire
agreement between the Company and the Executive as to the subject matter hereof.
No rights are granted to the Executive by virtue of this Agreement other than
those specifically set forth herein.

8.9 Administration. The Company shall have powers which are
necessary to administer this Agreement, including but not limited to:

(a) Interpreting the provisions of the Agreement;

(b) Establishing and revising the method of accounting for
the Agreement;

(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.

8.10 Named Fiduciary. The Company shall be the named fiduciary and
plan administrator under the Agreement. The named fiduciary may delegate to
others certain aspects of the management and operation responsibilities of the
plan including the employment of advisors and the delegation of ministerial
duties to qualified individuals.

8.11 Severability. If for any reason any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not held so invalid, and each such other provision shall, to
the full extent consistent with the law, continue in full force and effect. If
any provision of this Agreement shall be held invalid in part, such invalidity
shall in no way affect the rest of such provision, not held so invalid, and the
rest of such provision, together with all other provisions of this Agreement
shall, to the full extent consistent with the law, continue in full force and
effect.

8.12 Headings. The headings of Sections herein are included solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.

8.13 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed, certified or registered mail, return receipt
requested, with postage prepaid, to the following addresses or to such other
address as either party may designate by like notice.

(a) If to the Company, to:

Board of Directors

Monroe Bank & Trust

102 E. Front Street

Monroe, Michigan 48161

(b) If to the Executive, to:

Ronald D. LaBeau

2085 Hollywood Dr.

Monroe, MI 48162

and to such other or additional person or persons as either party shall have
designated to the other party in writing by like notice.

8.14 (Intentionally left blank)

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE: COMPANY:

/s/ Ronald D. LaBeau MONROE BANK & TRUST
- --------------------------
Ronald D. LaBeau By: /s/ James E. Morr
-----------------------
James E. Morr
Title: Executive Vice President

SCHEDULE A

MONROE BANK & TRUST SALARY CONTINUATION AGREEMENT

Ronald D. LaBeau

Plan Year Accrual Balance Vested Accrual Balance

Early Termination Annual Benefit Payable at 65 Disability Annual Benefit Payable at 65

1 75,827 75,827 20,893 20,893
2 157,948 157,948 40,184 40,184
3 246,885 246,885 57,997 57,997
4 343,203 343,203 74,445 74,445
5 447,516 447,516 89,632 89,632
6 560,487 560,487 103,655 103,655
7 682,835 682,835 116,604 116,604
8 815,337 815,337 128,560 128,560
9 958,837 958,837 139,600 139,600

Addendum A

Monroe Bank & Trust Split Dollar Life Insurance Agreement

THIS SPLIT DOLLAR AGREEMENT is made and entered into this 27th day of December,
2000, by and between MONROE BANK & TRUST, located in Monroe, Michigan (the
"Company"), and Ronald D. LaBeau (the "Executive"). This Split Dollar Agreement
shall append the Split Dollar Endorsement entered into on even date herewith, or
as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is
willing to divide the death proceeds of a life insurance policy on the
Executive's life to be effective until the Executive's Normal Retirement Age of
65. The Company will pay life insurance premiums from its general assets.

Article 1

General Definitions

Capitalized terms not otherwise defined in this Split Dollar Agreement shall
have the same meaning as defined in the Salary Continuation Agreement of even
date herewith. The following terms shall have the meanings specified.

1 "Insurer" means Great-West Life & Annuity Insurance Company.

2 "Policy" means insurance policy no. 85998002 issued by the
Insurer.

3 "Insured" means the Executive.

Article 2

Policy Ownership/Interests

2.1 Bank Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of any death proceeds remaining after the Executive's
interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of death proceeds in the amount of $958,837. The
Executive shall also have the right to elect and change settlement options
specified in the Policy that may be permitted. However, the Executive, the
Executive's transferee or the Executive's beneficiary shall have no rights or
interests in the Policy with respect to that portion of the death proceeds
designated in this Section 2.2 if the Executive is not in the full-time
employment of the Company at the time of death, except for reason of a leave of
absence approved by the Company.

2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policy while this Split Dollar Agreement is in effect
without first giving the Executive or the Executive's transferee a right of
first refusal to purchase the Policy for the Policy's interpolated terminal
reserve value. Such right of first refusal to purchase the Policy must be
exercised within 60 days from the date the Company gives written notice of the
Company's intention to sell, surrender or

transfer ownership of the Policy. This provision shall not impair the right of
the Company to terminate this Split Dollar Agreement.

2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event
shall the Company amend, terminate or otherwise abrogate the
Executive's interest in the Policy, unless the Company replaces
the Policy with a comparable insurance policy to cover the benefit
provided under this Agreement and executes a new Split Dollar
Agreement and Endorsement for said comparable insurance policy.
The Policy or any comparable policy shall be subject to the claims
of the Company's creditors.

Article 3

Premiums

3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.

3.2 Imputed Income. The Company shall impute income to the Executive
in an amount equal to the current term rate for the Executive's
age multiplied by the net death benefit payable to the Executive's
beneficiary. The "current term rate" is the minimum amount
required to be imputed under Revenue Rulings 64-328 and 66-110, or
any subsequent applicable authority.

Article 4

Assignment

The Executive may assign without consideration all interests in the Policy and
in this Split Dollar Agreement to any person, entity or trust. In the event the
Executive transfers all of the Executive's interest in the Policy, then all of
the Executive's interest in the Policy and in the Split Dollar Agreement shall
be vested in the Executive's transferee, who shall be substituted as a party
hereunder and the Executive shall have no further interest in the Policy or in
this Split Dollar Agreement.

Article 5

Insurer

The insurer shall be bound only by the terms of the Policy. Any payments the
Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Split Dollar Agreement.

Article 6

Claims Procedure

6.1 Claims Procedure. The Company shall notify any person or entity
that makes a claim under this Split Dollar Agreement (the
"Claimant") in writing, within 90 days of Claimant's written
application for benefits, of his or her eligibility or
ineligibility for benefits under this Split Dollar Agreement. If
the Company determines that the Claimant is not eligible for
benefits or full benefits, the notice shall set forth (1) the
specific reasons for such denial, (2) a specific reference to

the provisions of this Split Dollar Agreement on which the denial
is based, (3) a description of any additional information or
material necessary for the Claimant to perfect his or her claim,
and a description of why it is needed, and (4) an explanation of
this Split Dollar Agreement's claims review procedure and other
appropriate information as to the steps to be taken if the
Claimant wishes to have the claim reviewed. If the Company
determines that there are special circumstances requiring
additional time to make a decision, the Company shall notify the
Claimant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to
an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Company not
to be eligible for benefits, or if the Claimant believes that he
or she is entitled to greater or different benefits, the Claimant
shall have the opportunity to have such claim reviewed by the
Company by filing a petition for review with the Company within 60
days after receipt of the notice issued by the Company. Said
petition shall state the specific reasons, which the Claimant
believes entitle him or her to benefits or to greater or different
benefits. Within 60 days after receipt by the Company of the
petition, the Company shall afford the Claimant (and counsel, if
any) an opportunity to present his or her position to the Company
verbally or in writing, and the Claimant (or counsel) shall have
the right to review the pertinent documents. The Company shall
notify the Claimant of its decision in writing within the 60-day
period, stating specifically the basis of its decision, written in
a manner to be understood by the Claimant and the specific
provisions of this Split Dollar Agreement on which the decision is
based. If, because of the need for a hearing, the 60-day period is
not sufficient, the decision may be deferred for up to another
60-day period at the election of the Company, but notice of this
deferral shall be given to the Claimant.

Article 7

Amendments and Termination

This Split Dollar Agreement may be amended or terminated only by a written Split
Dollar Agreement signed by the Company and the Executive. However, unless
otherwise agreed to by the Company and The Executive, this Agreement will
automatically terminate upon the Executive's 65th birthday.

Article 8

Miscellaneous

8.1 Binding Effect. This Split Dollar Agreement shall bind the Company
and their beneficiaries, survivors, executors, administrators and
transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Split Dollar Agreement is not an
employment policy or contract. It does not give the Executive the
right to remain an employee

of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to
remain an employee nor interfere with the Executive's right to
terminate employment at any time.

8.3 Successors; Binding Agreement. The Company will require any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by an assumption agreement
in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Split Dollar Agreement in the
same manner and to the same extent that the Company would be
required to perform this Split Dollar Agreement if no such
succession had taken place.

8.4 Applicable Law. The Split Dollar Agreement and all rights
hereunder shall be governed by and construed according to the laws
of the State of Michigan, except to the extent preempted by the
laws of the United States of America.

8.5 Entire Agreement. This Split Dollar Agreement constitutes the
entire split dollar agreement between the Company and the
Executive as to the subject matter hereof. No rights are granted
to the Executive by virtue of the Split Dollar Agreement other
than those specifically set forth herein.

8.6 Administration. The Company shall have powers which are necessary
to administer this Split Dollar Agreement, including but not
limited to:

(a) Interpreting the provisions of the Split Dollar Agreement;

(b) Establishing and revising the method of accounting for the
Split Dollar Agreement;

(d) Establishing rules and prescribing any forms necessary or
desirable to administer the Split Dollar Agreement.

8.7 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Split Dollar Agreement. It may delegate to
others certain aspects of the management and operational
responsibilities including the employment of advisors and the
delegation of ministerial duties to qualified individuals.

8.8 Severability. If for any reason, any provision of this Split
Dollar Agreement is held invalid, such invalidity shall not affect
any other provision of this Split Dollar Agreement not held so
invalid, and each such other provision shall, to the full extent
consistent with the law, continue in full force and effect. If any
provision of this Split Dollar Agreement shall be held invalid in
part, such invalidity shall in no way affect the rest of such
provision, not held so invalid, and the rest of such provision,
together with all other provisions of this Split Dollar Agreement
shall, to the full extent consistent with the law, continue in
full force and effect.

8.9 Headings. The headings of Sections herein are included solely for
convenience or reference and shall not affect the meaning or
interpretation of any provision of this Split Dollar Agreement.

8.10 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed, certified or registered
mail, return receipt requested, with postage prepaid, to the
following addresses or to such other address as either party may
designate by like notice.

(a) If to the Company to:
Board of Directors
Monroe Bank & Trust
102 East Front Street
Monroe, Michigan 48161

(b) If to the Executive, to:
Ronald D. LaBeau
2085 Hollywood Dr.
Monroe, MI 48162

and to such other or additional person or persons as either party shall
have designated to the other party in writing by like notice.

IN WITNESS WHEREOF, the Company has caused this Split Dollar Agreement to be
executed, sealed and attested on its behalf by its duly authorized officers and
the Executive has hereunto set his/her hand as of the date and year first above
written.

EXECUTIVE: COMPANY:

MONROE BANK & TRUST

/s/ Ronald D. LaBeau /s/ James E. Morr
Ronald D. LaBeau By: James E. Morr
Its: Executive Vice President

Monroe Bank & Trust Split Dollar Agreement

Policy No. 85998002 Insured: Ronald D. LaBeau

Supplementing and amending the application for insurance to Great-West Life &
Annuity Insurance Company ("Insurer") on October 20, 2000 (the application
date), the applicant requests and directs that:

BENEFICIARIES

1. MONROE BANK & TRUST, located in Monroe, Michigan (the "Company"),
shall be the beneficiary of any death proceeds remaining after the
Insured's interest has been paid pursuant to paragraph (2) below.

2. The Insured or the Insured's transferee shall designate the
beneficiary of death proceeds in the amount of $958,837, subject
to the provisions of paragraph (5) below.

OWNERSHIP

3. The Owner of the Policy shall be the Company. The Owner shall have
all ownership rights in the Policy except as may be specifically
granted to the Insured or the Insured's transferee in paragraph
(4) of this endorsement.

4. The Insured or the Insured's transferee shall have the right to
assign his or her rights and interests in the Policy with respect
to that portion of the death proceeds designated in paragraph (2)
of this endorsement, and to exercise all settlement options with
respect to such death proceeds.

5. Notwithstanding the provisions of paragraph (4) above, the
Insured, the Insured's transferee or the Insured's beneficiary
shall have no rights or interests in the Policy with respect to
that portion of the death proceeds designated in paragraph (2) of
this endorsement if the Insured is not in the full-time employment
of the Company at the time of death, except for reason of a leave
of absence approved by the Company.

MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY

Upon the death of the Insured, the interest of any collateral assignee of the
Owner of the Policy designated in (3) above shall be limited to the portion of
the proceeds described in paragraph (1) above.

OWNER'S AUTHORITY

The Insurer is hereby authorized to recognize the Owner's claim to rights
hereunder without investigating the reason for any action taken by the Owner,
including the Owner's statement of the amount of premiums the Owner has paid on
the Policy. The signature of the Owner shall be sufficient for the exercise of
any rights under this Endorsement and the receipt of the Owner for any sums
received by it shall be a full discharge and release therefore to the Insurer.
The Insurer may rely on a sworn statement in form satisfactory to it furnished
by the Owner, its successors or assigns, as to their interest and any payments
made pursuant to such statement shall discharge the Company accordingly.

Any transferee's rights shall be subject to this Endorsement.

The Owner accepts and agrees to this split dollar endorsement.

The undersigned is signing in a representative capacity and warrants
that he or she has the authority to bind the entity on whose behalf this
document is being executed.

Signed at Monroe, Michigan, this 27th day of December, 2000

MONROE BANK & TRUST

/s/ James E. Morr

By: James E. Morr

Its: Executive Vice President

Signed at Monroe, Michigan, this 27th day of December, 2000

THE INSURED:

/s/ Ronald D. LaBeau

Ronald D. LaBeau