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. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

MBT FINANCIAL CORP.
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(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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

(2) Aggregate number of securities to which transaction applies:

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

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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(4) Date Filed:

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[MBT FINANCIAL CORP. LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

MAY 17, 2001

TO THE SHAREHOLDERS OF MBT FINANCIAL CORP.:

The Annual Meeting of Shareholders of MBT Financial Corp. will be held at
Monroe Bank & Trust's Executive Conference Center, 28 South Macomb Street,
Monroe, Michigan 48161 on Thursday, May 17, 2001, at 10:00 a.m. (local time),
for the following purposes:

1. ELECTION OF DIRECTORS - To elect ten directors of MBT Financial Corp.;
and

2. To transact such other business as may properly come before the meeting
or any adjournment of it.

Only shareholders of record at the close of business on April 6, 2001 are
entitled to notice of and to vote at the Annual Meeting or any adjournment of
it.

By order of the Board of Directors,

[RONALD D. LABEAU SIGNATURE]

Ronald D. LaBeau, President

YOUR VOTE IS IMPORTANT. YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING.
EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE ELECTION AS DIRECTORS OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.
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MBT FINANCIAL CORP.
102 EAST FRONT STREET
MONROE, MICHIGAN 48161

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 17, 2001

INTRODUCTION

This Proxy Statement is being furnished to shareholders of MBT
Financial Corp. ("MBT" or the "Corporation") in connection with the solicitation
of proxies by the Board of Directors of the Corporation to be used at the Annual
Meeting of Shareholders, and any adjournment of the meeting, to be held at the
time and place set forth in the accompanying notice ("Annual Meeting"). It is
anticipated that the mailing of this Proxy Statement and the enclosed proxy card
will commence on or about April 18, 2001.

At the Annual Meeting, shareholders of the Corporation will be asked to
elect ten directors.

VOTING AND REVOCATION OF PROXIES

If the enclosed form of proxy is properly executed and returned to the
Corporation in time to be voted at the Annual Meeting, the shares represented by
your proxy will be voted in accordance with your instructions marked on the
proxy. Where properly executed proxies are returned but no such instructions are
given, the shares will be voted "For" the election to the Board of Directors of
the persons nominated by the Board of Directors of the Corporation.

The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, shareholders may revoke
a proxy at any time prior to its exercise by filing with the Secretary of the
Corporation a written notice of revocation, by delivering to the Corporation a
duly executed proxy bearing a later date or by attending the Annual Meeting and
voting in person. Written notices of revoked proxies may be directed to Thomas
J. Bruck, Secretary, MBT Financial Corp., 102 East Front Street, Monroe,
Michigan 48161.

SOLICITATION OF PROXIES

The cost of soliciting proxies in the form enclosed herewith will be
borne by the Corporation. In addition to the solicitation of proxies by mail,
the Corporation, through its directors, officers and regular employees, may also
solicit proxies personally or by telephone or telecopy without additional
compensation. The Corporation will also request persons, firms and corporations
holding shares in their names or in the name of their nominees, which are
beneficially owned by others, to send proxy material to and obtain proxies from
the beneficial owners and will reimburse the holders for their reasonable
expenses in doing so.

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MEETING INFORMATION

DATE, PLACE AND TIME

The Annual Meeting of Shareholders of the Corporation will be held on
Thursday, May 17, 2001, at 10:00 a.m., local time, at Monroe Bank & Trust's
Executive Conference Center, 28 South Macomb Street, Monroe, Michigan.

RECORD DATE; VOTING RIGHTS

Each common share entitles its record owner to one vote on all matters
at the Annual Meeting.

The close of business on April 6, 2001 (the "Record Date"), has been
fixed as the record date for the determination of shareholders entitled to vote
at the Annual Meeting. There were 1,360 record holders of the Corporation's
common shares and 20,000,000 of the Corporation's common shares outstanding as
of the Record Date.

The presence in person or by proxy of a majority of the outstanding
shares of the Corporation entitled to vote at the meeting will constitute a
quorum at the Annual Meeting. Abstentions and broker non-votes will be counted
for purposes of determining the presence of a quorum.

The ten nominees for director who receive the largest number of votes
cast "For" will be elected as directors. Shares represented at the Annual
Meeting in person or by proxy but withheld or otherwise not cast for the
election of directors will have no impact on the outcome of the election of
directors.

OWNERSHIP OF VOTING SHARES

The following table sets forth the beneficial ownership of the
Corporation's common shares by each of the Corporation's directors and the
Corporation's named executive officers, and the directors and executive officers
as a group, as of December 31, 2000.

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COMMON SHARES
NAME OF BENEFICIAL OWNER OWNED (1) PERCENT OF CLASS
- ------------------------ --------- ----------------

Thomas J. Bruck 195,026(2) *
Connie S. Cape 5,100(3) *
Eugene D. Greutman 58,334(4) *
Ronald J. Gruber 8,900 *
Thomas M. Huner 22,000(5) *
Gerald L. Kiser 0 *
Ronald D. LaBeau 61,191(6) *
Rocque E. Lipford 23,394(7) *
Herbert J. Lock 12,193(8) *
William D. McIntyre, Jr. 68,256 *
Michael J. Miller 16,318(9) *
James E. Morr 51,894(10) *
Richard A. Sieb 72,686(11) *
Philip P. Swy 4,000 *

All Directors and Executive 599,292 3.0%
Officers as a Group
(14 in group)

* Ownership is less than 1% of the class.

- ----------

(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares reported.
(2) Includes 165,878 shares subject to shared voting and investment power and
6,534 shares subject to options which are exercisable within sixty days of
December 31, 2000.
(3) Includes 800 shares subject to shared voting and investment power.
(4) Includes 51,800 shares subject to shared voting and investment power and
6,534 shares subject to options which are exercisable within sixty days of
December 31, 2000.
(5) Includes 10,424 shares subject to shared voting and investment power.
(6) Includes 10,806 shares subject to shared voting and investment power and
11,667 shares subject to options which are exercisable within sixty days of
December 31, 2000.
(7) Includes 400 shares subject to shared voting and investment power.
(8) Includes 950 shares subject to shared voting and investment power and 5,800
shares subject to options which are exercisable within sixty days of
December 31, 2000.
(9) Includes 16,318 shares subject to shared voting and investment power.
(10) Includes 4,256 shares subject to shared voting and investment power and
6,534 shares subject to options which are exercisable within sixty days of
December 31, 2000.
(11) Includes 55,490 shares subject to shared voting and investment power.

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As of December 31, 2000, no person was known by the Corporation to be
the beneficial owner of more than 5% of the outstanding common shares of the
Corporation, except as follows:

NAME AND ADDRESS OF
BENEFICIAL OWNER COMMON SHARES OWNED PERCENT OF CLASS

Monroe Bank & Trust
102 East Front Street
Monroe, Michigan 48161 6,795,918 (1) 34.0%

(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous trust relationships by Monroe Bank &
Trust. As fiduciary, Monroe Bank & Trust has sole power to dispose of
5,726,634 of these shares, shared power to dispose of 1,069,284 of these
shares, sole power to vote 5,726,634 of these shares, and shared power to
vote 1,069,284 of these shares.

ELECTION OF DIRECTORS

The number of directors of the Corporation has been fixed at ten. At
the Annual Meeting, ten directors will be elected to a one-year term, to hold
office until the annual meeting of shareholders in 2002, or until their
successors shall be duly elected.

The nominees for election at the Annual Meeting are Connie S. Cape,
Ronald J. Gruber, Thomas M. Huner, Gerald L. Kiser, Ronald D. LaBeau, Rocque E.
Lipford, William D. McIntyre, Jr., Michael J. Miller, Richard A. Sieb and Philip
P. Swy, each of whom is currently a director of the Corporation.

NOMINEES

The names of the nominees for election to MBT's Board of Directors and
information about them is set forth below.

PRINCIPAL OCCUPATION FOR PAST FIVE DIRECTOR
NAME AGE YEARS SINCE

Connie S. Cape 50 Health Care Consultant (2000); Vice 2000
President Finance/Chief Financial
Officer, Mercy Memorial Hospital
(1996-2000)

Ronald J. Gruber 61 President, MMB Group, Inc., a 1995
venture capital company (1998 -
present); Chief Executive Officer &

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Managing Director, Brandenburg
Securities, Ltd., an investment
banking firm (1996 - 1997)

Thomas M. Huner 51 President, Thomas M. Huner 2000
Builders, a home building company

Gerald L. Kiser 54 President and Chief Operating 2000
Officer (1997 - present), Executive
Vice President and Chief Operating
Officer (1997), Vice President -
Operations (1996 - 1997), Vice
President of Engineering &
Development (1996), La-Z-Boy Inc.,
a furniture manufacturer; Director,
La-Z-Boy Inc.

Ronald D. LaBeau 57 President and Chief Executive 1998
Officer (1999 - present), Executive
Vice President & Senior Loan
Officer (1998), Vice President,
Loans & Business Development (1996
- 1997), Monroe Bank & Trust

Rocque E. Lipford 62 Attorney and Partner, Miller, 1981
Canfield, Paddock and Stone,
P.L.C.; Director, La-Z-Boy Inc.

William D. McIntyre, Jr. 65 President and Chief Executive 1971
Officer, Allegra Network, LLC, a
franchisor of printing businesses
(2000); President & Chief Executive
Officer, American Speedy Printing
Centers, Inc., a printing shop
franchisor (1996-2000)

Michael J. Miller 52 Chief Executive Officer, Floral 2000
City Beverage, a beer wholesaler

Richard A. Sieb 69 President, Sieb Plumbing & Heating 1993
Inc. and President, Nortel Inc., a
recreational bowling establishment

Philip P. Swy 47 President, Michigan Tube Swagers & 1997
Fabricators, Inc., a hospitality
table and chair manufacturer and
marketer

There were no agreements or understandings pursuant to which any of the
persons listed above was selected as a director.

The Board of Directors of MBT met 15 times in 2000. In 2000 each
director attended at least 75% of the combined total of meetings of the Board of
Directors and meetings of each committee on which such director served. The
number of Board and

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committee meetings and directors' attendance reflects meetings of the Board of
Directors and comparable committees of the Board of Directors of Monroe Bank &
Trust during 2000 prior to July 1, 2000, when Monroe Bank & Trust was
reorganized into a holding company structure as a wholly-owned subsidiary of
MBT.

COMMITTEES OF THE BOARD

The Board of Directors of MBT has established the following standing
audit, compensation and nominating committees, with membership noted:

AUDIT COMMITTEE. (Mr. Swy, Chairman, and Messrs. Huner and Kiser.)

The Audit Committee met 12 times during 2000. The responsibilities of
the Audit Committee include recommending the appointment of and overseeing a
firm of independent auditors whose duty it is to audit the books and records of
MBT and Monroe Bank & Trust for the fiscal year for which they are appointed;
monitoring and analyzing the results of internal and regulatory examinations;
and monitoring MBT's and Monroe Bank & Trust's financial and accounting
organization and financial reporting.

COMPENSATION COMMITTEE. (Mr. Sieb, Chairman, and Messrs. Kiser, LaBeau,
McIntyre, Miller and Swy.)

The Compensation Committee met 6 times in 2000. The Compensation
Committee has the responsibility of recommending for the approval of the Board
of Directors the remuneration arrangements for the directors and executive
officers of MBT. The Compensation Committee's report on executive compensation
matters for 2000 appears under the caption "Compensation Committee Report on
Executive Compensation". Mr. LaBeau does not participate in any decisions of the
Compensation Committee regarding his compensation as an executive officer.

NOMINATING/GOVERNANCE COMMITTEE. (Mr. Lipford, Chairman, Ms. Cape and
Messrs. Gruber, Huner and LaBeau.)

The Nominating/Governance Committee met once during 2000. The
Nominating/Governance Committee of the Corporation serves as the nominating
committee of the Board. The Nominating/Governance Committee provides reports and
makes recommendations to the Board of Directors on matters such as nominees for
director, the duties of directors, director qualifications, Board structure,
Board functions, Board committee structure and responsibilities and general
policies.

The Board has fixed the number of directors for the term beginning at
this year's Annual Meeting at ten and has nominated ten individuals for election
as director.

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AUDIT COMMITTEE REPORT

The Audit Committee of MBT's Board of Directors is composed of
three directors, each of whom is independent as defined by the National
Association of Securities Dealers' listing standards, and operates under a
written charter adopted by the Board of Directors (Appendix A). The Committee
recommends to the Board of Directors the selection of the Corporation's
independent accountants.

Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee the
processes.

In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Corporation's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Committee
has reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).

The Corporation's independent accountants also provided to the
Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the
Committee discussed with the independent accountants that firm's independence.
The Committee has considered whether the provision of non-audit services by the
independent accountants to the Corporation and its subsidiary is compatible with
maintaining the independence of the independent accountants.

Based upon the Committee's discussion with management and the
independent accountants and the Committee's review of the representation of
management and the report of the independent accountants to the Committee, the
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2000 filed with the Securities and Exchange
Commission.

Philip P. Swy, Chairman
Thomas M. Huner
Gerald L. Kiser

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MBT's independent accountants billed the aggregate fees shown below for
audit, financial information systems design and implementation and other
services rendered to MBT and its subsidiary for the year 2000.

Audit Fees $82,000

Financial Information Systems Design and $ 0
Implementation Fees

All Other Fees $72,500

EXECUTIVE COMPENSATION
AND OTHER INFORMATION

GENERAL. The following information relates to compensation of
management for the years ended December 31, 2000, 1999 and 1998, unless
otherwise noted below. This information includes compensation of management by
Monroe Bank & Trust. On July 1, 2000, Monroe Bank & Trust was reorganized into a
bank holding company structure, with MBT as the bank holding company for Monroe
Bank & Trust.

EXECUTIVE COMPENSATION. The following table sets forth the annual and
long-term compensation for MBT's Chief Executive Officer and the four highest
paid executive officers, as well as the total compensation paid to each
individual during the last three fiscal years.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------- -----------
SECURITIES ALL OTHER
UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($) (A) (B)
--------------------------- ---- ---------- --------- ----------- -----------

Ronald D. LaBeau............................. 2000 $212,250 $226,564 35,000 $23,700
President and Chief Executive Officer 1999 198,962 136,651 0 21,429
1998 67,454 74,233 0 10,006

Thomas J. Bruck.............................. 2000 $88,000 $73,843 19,600 $11,440
Executive Vice President and 1999 75,500 74,252 0 11,325
Cashier 1998 75,285 82,855 0 11,293

James E. Morr................................ 2000 $88,000 $73,843 19,600 $11,440
Executive Vice President, Senior Trust 1999 74,000 72,770 0 11,100
Officer and General Counsel 1998 70,962 78,140 0 10,644

Eugene D. Greutman........................... 2000 $85,000 $71,326 19,600 $11,050
Senior Vice President Finance 1999 72,800 71,637 0 10,920
1998 72,589 79,891 0 10,888

Herbert J. Lock.............................. 2000 $74,000 $53,224 17,400 $ 9,620
Senior Vice President and Investment 1999 62,400 51,157 0 9,360
Officer 1998 61,331 59,548 0 9,200

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(A) The amounts shown in this column for the most recently completed fiscal
year were derived from the following: (1) contributions by Monroe Bank &
Trust to the Monroe Bank & Trust 401(k) Plan: Mr. LaBeau, $15,300; Mr.
Bruck, $7,920; Mr. Morr, $7,920; Mr. Greutman, $7,650; and Mr. Lock,
$6,660; and (2) contributions by Monroe Bank & Trust to the Money Purchase
Pension Plan of Monroe Bank & Trust: Mr. LaBeau, $8,400; Mr. Bruck, $3,520;
Mr. Morr, $3,520; Mr. Greutman, $3,400; and Mr. Lock, $2,960.

(B) In 2000 Monroe Bank & Trust purchased insurance policies on the lives of
the named executive officers. Under the terms of the policies, the Bank is
responsible for all of the premium costs but obtains a security interest in
the insurance proceeds to ensure that the bank is reimbursed when proceeds
become payable or when the policy is cancelled or purchased by the
executive. Allocation of the proceeds is as follows: the Bank is first
reimbursed for premiums paid; the executive then receives the benefits to
which he is entitled; and the Bank receives the remainder, if any. The Bank
made a single premium payment in the aggregate amount of $1,355,000 for the
split dollar policies on the lives of the executive officers named in the
Summary Compensation Table above. The insurance premium costs and estimated
dollar value of the benefits these policies may represent to the named
executive officers are not reflected in the Summary Compensation Table. The
Bank has purchased two additional separate policies on Mr. LaBeau's life.
See, "Director Compensation--Director Split-Dollar Life Insurance
Agreements," and "Executive Compensation--Salary Continuation Agreement and
Life Insurance Policy" and "Executive Compensation--Executive Group Term
Carve-out Split Dollar Life Insurance Agreements." The insurance premium
costs and estimated dollar value of the benefits these policies may
represent to Mr. LaBeau are likewise not reflected in the Summary
Compensation Table.

OPTION GRANTS TABLE. The following table presents information about stock
options granted during 2000 to the five named executive officers.

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OPTION GRANTS TABLE

OPTION GRANTS IN LAST FISCAL YEAR

GRANT DATE
INDIVIDUAL GRANTS VALUE

NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE EXPIRATION GRANT DATE
NAME GRANTED (#)(1) FISCAL YEAR PRICE($/SH) DATE PRESENT VALUE(2)
- ------------------- -------------- ------------- ----------- ---------- ----------------

Ronald D. LaBeau 35,000 27.6% $18.125 6/30/10 $173,950

Thomas J. Bruck 19,600 15.5% $18.125 6/30/10 97,412

James E. Morr 19,600 15.5% $18.125 6/30/10 97,412

Eugene D. Greutman 19,600 15.5% $18.125 6/30/10 97,412

Herbert J. Lock 17,400 13.7% $18.125 6/30/10 86,478

(1) All options are nonqualified stock options which vest ratably over a
three-year period commencing December 31, 2000. All options have an
exercise price equal to the fair market value on the date of grant. The
terms of the Corporation's Long-Term Incentive Compensation Plan provide
that all options become exercisable in full in the event of a change in
control as defined in the Long-Term Incentive Compensation Plan, or the
death or disability of the option holder.

(2) The option value was calculated to be $4.97 per share using the
Black-Scholes stock option pricing model. In making this calculation, it
was assumed that the average exercise period was seven years, the
volatility rate was 18.6%, the risk-free rate of return was 6.1%, and the
dividend yield was 2.0%.

OPTION EXERCISES AND YEAR-END VALUE TABLE. The following table presents
information about stock options exercised during 2000 and unexercised stock
options at December 31, 2000 for the five named executive officers.

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OPTION EXERCISES AND YEAR-END VALUE TABLE

AGGREGATED OPTION EXERCISES IN 2000 AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2000(#) DECEMBER 31, 2000($)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ------------------------- -------------------------

Ronald D. LaBeau 0 0 11,667 / 23,333 0 / 0
Thomas J. Bruck 0 0 6,534 / 13,066 0 / 0
James E. Morr 0 0 6,534 / 13,066 0 / 0
Eugene D. Greutman 0 0 6,534 / 13,066 0 / 0
Herbert J. Lock 0 0 5,800 / 11,600 0 / 0

LONG-TERM INCENTIVE COMPENSATION PLAN. MBT and its shareholders have
adopted the Long-Term Incentive Compensation Plan. A total of 1,000,000 shares
have been reserved for issuance under the Long-Term Incentive Compensation Plan,
subject to adjustment if MBT's capitalization changes as a result of a stock
split, stock dividend, recapitalization, merger or similar event. The plan
provides for the award of stock options, stock or restricted stock to any MBT or
Monroe Bank & Trust directors, officers, other key employees and consultants
designated by a committee of MBT's Board consisting of outside directors, which
administers the plan. The committee's authority includes the power to (a)
determine who will receive awards under the plan, (b) establish the terms and
conditions of awards and the schedule on which options become exercisable (or
other awards vest), (c) determine the amount and form of awards, (d) interpret
the plan and terms of awards, and (e) adopt rules for administration of the
plan. The only awards made under the plan to date are awards of stock options.

Stock options awarded under the plan have terms of up to 10 years and
may be "incentive" stock options or nonqualified stock options, meaning stock
options that do not qualify under Section 422 of the Internal Revenue Code for
the special tax treatment available for qualified, or "incentive," stock
options. Nonqualified stock options may be granted to any eligible plan
participant, but incentive stock options may be granted solely to employees of
MBT or Monroe Bank & Trust. All stock option awards made to date are
nonqualified stock options. The exercise price of incentive stock options may
not be less than the fair market value of MBT's common stock on the date of
grant, which under the terms of the plan means the average of the bid and asked
prices or the fair market value determined by MBT's board if bid and asked
prices are not available. The plan does not require that the exercise price of
nonqualified stock options be at least equal to the fair market value on the
grant date, but the exercise price of awards made to date is the fair market
value on the date of grant.

An option holder whose service terminates generally has one year after
termination within which he may exercise options, forfeiting any options not
exercised by the end of one year from termination. An option holder whose
service is terminated for cause forfeits all unexercised stock options.

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SALARY CONTINUATION AGREEMENT AND LIFE INSURANCE POLICY. MBT and Monroe
Bank & Trust entered into a Salary Continuation Agreement with Mr. LaBeau in
December 2000, which provides that MBT and Monroe Bank & Trust will pay an
annual salary continuation benefit of $139,600 to Mr. LaBeau or his designated
beneficiaries for 10 years after his retirement on or after reaching the normal
retirement age of 65.

For Mr. LaBeau's early retirement (before reaching age 65) or
termination before his normal retirement age as a result of disability, the
annual salary continuation benefit increases to $139,600 in the ninth year of
the Salary Continuation Agreement (but is not actually payable until he reaches
normal retirement age), as follows:

ANNUAL BENEFIT
PAYABLE AFTER
REACHING AGE 65 FOR
EARLY RETIREMENT OR
SALARY CONTINUATION DISABILITY OCCURRING
AGREEMENT PLAN YEAR ON OR AFTER THE END OF
ENDING DECEMBER 26, THE PLAN YEAR
-------------------------- ----------------------

2001............................. $20,893

2002............................. 40,184

2003............................ 57,997

2004............................. 74,445

2005............................ 89,632

2006............................ 103,655

2007............................ 116,604

2008............................. 128,560

2009............................. 139,600

At the same time it entered into the Salary Continuation Agreement with
Mr. LaBeau, the bank purchased an insurance policy on Mr. LaBeau's life, with a
single-premium payment of $5,880,000. The bank expects to recover in full the
premium paid by it from the bank's portion of the policy's death benefits. If
Mr. LaBeau dies before age 65 but in active service to the bank, his
beneficiaries will receive life insurance proceeds of $958,837. If he dies after
retirement, his beneficiaries will receive any payments to which Mr. LaBeau
would have been entitled under the Salary Continuation Agreement, but none of
the life insurance proceeds.

The bank purchased the insurance policy as an informal financing
mechanism for the bank's Salary Continuation Agreement obligations arising out
of Mr. LaBeau's death before retirement, as well as an investment to fund the
bank's post-retirement payment obligations to Mr. LaBeau. Although the bank
expects the policy on Mr. LaBeau's life to serve as a source of funds for death
benefits payable under his Salary Continuation Agreement, Mr. LaBeau's
contractual entitlements under the Salary Continuation Agreement are not funded.
These contractual entitlements remain contractual liabilities of Monroe Bank &
Trust, payable upon Mr. LaBeau's termination of employment. The

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life insurance policy is in addition to the split-dollar insurance policy
purchased by the bank on Mr. LaBeau's life for his service as a director,
discussed in "Director Compensation-Director Split-Dollar Life Insurance
Agreements," and the split-dollar policy discussed in "Executive Compensation--
Executive Group Term Carve-out Split Dollar Life Insurance Agreements" below.

This informally funded life insurance program is not expected to result
in any material cost to MBT Financial Corp. or Monroe Bank & Trust. As noted
below in the discussion of "Director Compensation-Director Split-Dollar Life
Insurance Agreements," the bank-owned life insurance policy is expected to have
an increasing cash surrender value over time. The $5,880,000 insurance premium
is designed to earn sufficient income on the insurance policy's cash surrender
value that will offset the after-tax expense of the accrual for the bank's
supplemental executive retirement plan with Mr. LaBeau.

EXECUTIVE GROUP TERM CARVE-OUT SPLIT DOLLAR LIFE INSURANCE AGREEMENTS.
Adequate life insurance coverage for other key executives is an essential
component of the compensation necessary to retain and reward excellent executive
officer service. In addition to insurance policies on the lives of directors and
the President and Chief Executive Officer, Monroe Bank & Trust owns additional
insurance on the lives of Messrs. LaBeau, Bruck, Morr, Greutman and Lock, for
which the bank made a single premium payment of $1,355,000 in the aggregate. The
bank and the executives share rights to death benefits payable under the
policies. An executive's beneficiaries are entitled to an aggregate amount equal
to (a) twice the executive's current annual salary at the time of death, less
$50,000, if he dies before retirement, and (b) the executive's current annual
salary at the time his employment terminated if he dies after retirement or if
his employment shall have previously terminated due to disability. The bank will
receive the remainder of death benefits. The bank expects to recover in full the
premium paid by it from the bank's portion of the policy's death benefits or
upon the cancellation or purchase of the policies by the executives. The
executives also have life insurance benefits under the bank's group term life
insurance program for all employees, a program paying benefits up to $50,000 to
an executive's beneficiaries if he dies while employed by the bank.

The death benefit payable to the executive will be paid directly by the
insurance company to the named beneficiary. As such, the bank has no benefit
obligation to the participants in the executive group term carve-out split
dollar life insurance plan. This bank-owned life insurance program is not
expected to result in any material cost to MBT or the bank, and the bank-owned
life insurance is expected to increase MBT's non-interest income in future
operating periods. The executive group term carve-out split dollar life
insurance plan was a replacement for the executives' participation in the bank's
group term life insurance program (except for the non-taxable $50,000 group term
life insurance death benefit). The executive group term carve-out split dollar
life insurance plan provides comparable life insurance coverage to what the
executives had under the bank's group term life insurance program for all
employees, while reducing the

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annual increasing expense of group term life insurance and replacing it with an
earning asset.

DIRECTOR COMPENSATION

Directors of MBT other than Mr. LaBeau are compensated for all services
as a director in the following manner: eligible directors receive $750 per board
meeting attended and a quarterly retainer fee of $1,500. In addition, the
members of the following board committees receive the compensation indicated for
each meeting attended: Audit Committee, $500 per meeting attended; Compensation
Committee, $250 per meeting attended; Nominating/Governance Committee, $250 per
meeting attended; Trust Committee, $500 per meeting attended; and Loan Review
Committee, $500 per meeting attended. As an employee, Mr. LaBeau does not
receive any compensation for his service as a director.

DIRECTOR SPLIT-DOLLAR LIFE INSURANCE AGREEMENTS. In December 2000,
Monroe Bank & Trust entered into director split-dollar life insurance agreements
with each of its 10 directors. Under the split-dollar agreement, the policy
interests are divided between the bank and the director. The bank owns the cash
surrender value, including the accumulated policy earnings, with each director's
beneficiaries receiving a fixed amount that is based on his or her years of
director service and the bank receiving the remainder of the death benefits. The
bank fully paid the premiums for these ten policies with one lump sum premium
payment in the aggregate of $4,937,000. The bank determined that a lump sum
premium is the most financially advantageous way to secure coverage because the
premium paid is not an expense and the initial cash surrender value equals the
premiums paid. Like any whole life insurance policy, the bank-owned life
insurance policy contract has a cash surrender value that increases over time.
The bank expects to recover in full premiums paid by it and the earnings
credited to the cash value from the bank's portion of the policies' death
benefits. The directors' death benefits are $500,000 for director service of
less than 3 years, $600,000 for service up to 5 years, $750,000 for service up
to 10 years, and $1,000,000 for director service of 10 years or more.

The director's split-dollar death benefit will be paid directly by the
insurance company to the named beneficiary, so the bank has no benefit
obligation to the director. Because it is the intention of the bank to hold the
bank-owned life insurance until the death of the insureds, the increase of cash
surrender value should be tax-free income under current tax law. This compares
to the taxable gain that the bank would recognize for assets in traditional
taxable investments such as U.S. Treasury or agency securities. The collection
of death benefits on the policies, which is likewise currently tax free under
current federal and state income taxation, is expected to further enhance the
bank's return.

The Board believes that the bank-owned life insurance used to fund the
director split-dollar plan, the salary continuation agreement for the benefit of
the chief executive officer, and the group term carve-out insurance program
established for executive officers allows the bank to cost effectively implement
compensation programs that serve the vital

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purpose of attracting, retaining and rewarding valued director and executive
officer service.

LONG-TERM INCENTIVE COMPENSATION PLAN. Directors are eligible to
receive grants of stock options, stock awards and restricted stock under the
terms of the Long-Term Incentive Compensation Plan. For 2001, each non-employee
director was given the opportunity to exchange all or a portion of his or her
quarterly cash retainer for the year for an award of an option to purchase MBT
stock under the Long-Term Incentive Compensation Plan, valued using the
Black-Scholes stock option pricing model. Each non-employee director elected to
receive stock options in place of quarterly cash retainer payments during 2001,
with the exception of Mr. Swy, who elected to exchange eighty percent of his
quarterly cash retainer payments for stock options. Accordingly, each
non-employee director, with the exception of Mr. Swy, has been awarded an option
to purchase 1,572 common shares at a fair market value exercise price of $13.94
per share, which option vests on December 31, 2001 and has a term expiring
January 2, 2011. Mr. Swy has been awarded an option to purchase 1,258 common
shares on the same terms.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW AND PHILOSOPHY. The Board of Directors of MBT Financial Corp.
has established a Compensation Committee. The Compensation Committee is
responsible for developing and making recommendations to the Board with respect
to MBT Financial Corp.'s executive compensation policies. There are no
interlocking relationships between any members of the Compensation Committee.

Pursuant to authority delegated by the Board, the Compensation
Committee determines annually the compensation to be paid to the Chief Executive
Officer and each other executive officer. The Compensation Committee also
structures and monitors all contracts with executive officers which include the
Salary Continuation Agreement with Mr. LaBeau and the split-dollar life
insurance agreements. Compensation decisions with respect to executive officers
are based upon the factors discussed below, rather than any obligation set forth
in such contracts.

The Compensation Committee has available to it an outside compensation
consultant, and has worked with the consultant to gather comparative
compensation data from independent sources and to develop a strategy which links
pay to performance.

The objectives of MBT's executive compensation program are to:

- Support the achievement of desired goals of MBT.
- Provide compensation that will attract and retain superior talent
and reward performance.
- Align the executive officers' interests with those of shareholders
by placing a significant portion of pay at risk with payout
dependent upon corporate performance, both on a short-term and
long-term basis.

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The executive compensation program provides an overall level of
compensation opportunity that is competitive within the banking industry. Actual
compensation levels may be greater or less than average competitive levels in
surveyed companies based upon annual and long-term MBT performance. The
Compensation Committee also uses its discretion to set executive compensation
based upon individual performance.

COMPENSATION MATTERS IN 2000. During 2000 the Compensation Committee
increased the levels of base salary of the Chief Executive Officer and certain
other Executive Officers. The increases in base salary were based upon an
analysis of compensation levels for management performing similar functions at
other banking companies of similar size and operations.

The Board of Directors also changed the measurement of the performance
of the Corporation for the purpose of determining the annual cash bonuses to be
paid to employees, including the Chief Executive Officer and other Executive
Officers, from return on assets to net operating income for the year 2000. The
Compensation Committee views net operating income as a better measure of annual
performance of the Corporation for purposes of providing annual cash bonuses to
the Chief Executive Officer, other Executive Officers and employees of the
Corporation.

The Compensation Committee and the Board of Directors approved the
Salary Continuation Agreement for the Chief Executive Officer and the
Split-Dollar Life Insurance Policies for the Executive Officers that were
implemented in 2000 to provide retirement income for the Chief Executive Officer
and life insurance for the Executive Officers on a competitive basis as an
important component of overall compensation.

EXECUTIVE OFFICER COMPENSATION PROGRAM. MBT's executive officer
compensation program is comprised of base salary, annual cash incentive
compensation, longer-term incentive compensation in the form of stock options
and various benefits.

BASE SALARY. Base salary levels for MBT's executive officers are
set relative to companies in the banking industry of similar size and complexity
of operations, as described above. In determining salaries, the Compensation
Committee also takes into account individual experience and performance, MBT
performance and specific issues particular to MBT.

ANNUAL INCENTIVE COMPENSATION. The Monroe Bank & Trust Annual
Incentive Plan is MBT's annual incentive program for all employees, including
Executive Officers. The purpose of the plan is to provide direct financial
incentives in the form of an annual cash bonus to executives to achieve MBT's
annual goals. For 2000, the Compensation Committee recommended and the Board of
Directors selected net operating income as the measurement of the Corporation's
performance, with threshold and target goals set for determining cash bonus
opportunities for all employees, including Executive Officers. The amount
distributed to each participant in the Annual Incentive Plan is based on his or
her base salary and is weighted to reflect each participant's ability to affect
the performance of the Corporation, with the Chief Executive Officer having the

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largest weighting. For net operating income in excess of the target goal set,
each participant receives a ratable increase in his or her cash bonus. MBT
exceeded its target goal for net operating income in 2000. The achievement of
this corporate goal represented the entire cash bonus for each Executive Officer
for 2000.

LONG-TERM INCENTIVES. Stock options awarded in 2000 under the
Long-Term Incentive Compensation Plan constitute MBT's long-term incentive plan
for executive officers. The objectives of the stock option awards are to align
executive and shareholder long-term interests by creating a strong and direct
link between executive pay and shareholder return, and to enable executives to
develop and maintain a long-term stock ownership position in MBT's common
shares.

The Long-Term Incentive Compensation Plan authorizes a
committee of outside directors to award stock options and other stock
compensation to key executives. Stock options awarded executive officers in 2000
were granted at an option price equal to the fair market value of MBT common
shares on the date of grant, have ten-year terms and have exercise restrictions
that lapse ratably over a three-year period. Awards are made at levels
considered to be competitive within the banking industry. Significant stock
option awards were made to the Executive Officers in 2000 to reflect the fact
that they had not been given long-term incentive compensation prior to 2000.

BENEFITS. MBT provides health insurance benefits to its executive
officers that are generally available to all fulltime MBT employees.

CHIEF EXECUTIVE OFFICER COMPENSATION. The base salary of Mr. LaBeau,
MBT Financial Corp.'s President, was increased to $210,000, effective January,
2000, based upon the recommendation of an outside compensation consultant
arising from its survey of other banking companies, as described above. Mr.
LaBeau received a total of 35,000 stock options in 2000. These stock options
were granted based upon the recommended range of stock options for the Chief
Executive Officer contained in the compensation consultant's analysis, taking
into account the consultant's survey of the practices of other banking
companies, as described above. The Salary Continuation Agreement and
split-dollar life insurance policies described above were provided to the Chief
Executive Officer in 2000 in order to provide retirement and life insurance
benefits on a competitive basis.

In respect to the limits on deductibility for federal income tax
purposes of compensation paid an executive officer in excess of $1 million, MBT
intends to strive to structure components of its executive compensation to
achieve maximum deductibility, while at the same time considering the goals of
its executive compensation philosophy.

MEMBERSHIP OF THE COMPENSATION COMMITTEE. MBT Financial Corp. directors
serving on the Compensation Committee are named below:

Richard A. Sieb, Chairman

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Gerald L. Kiser
Ronald D. LaBeau
William D. McIntyre, Jr.
Michael J. Miller
Philip P. Swy

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS

Regulations of the Securities and Exchange Commission require the
disclosure of any related party transactions with members of the Compensation
Committee. During the past year, certain directors and officers, including
members of the Compensation Committee, and one or more of their associates may
have been customers of and had business transactions with Monroe Bank & Trust.
All loans included in such transactions were made in the ordinary course of
business and on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with other persons, and did not involve more than normal risk of collectability
or present other unfavorable features. It is expected that similar transactions
will occur in the future. Although Mr. LaBeau served on the Compensation
Committee, he did not participate in any discussions or decisions regarding his
compensation.

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MBT FINANCIAL CORP. PERFORMANCE

The following graph shows a five-year comparison of cumulative total
returns for MBT, the NASDAQ Composite Index and the NASDAQ Bank Index.

[MBT FINANCIAL CORP. GRAPH]

* Assumes the value of the investment in MBT Financial Corp. common shares and
each index was $100 on December 31, 1995 and that all dividends were reinvested.

The graph shown above is based on the following data points:

1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----

MBT Financial Corp. $100.00 $118.74 $156.49 $338.10 $326.01 $207.70
NASDAQ Composite Index 100.00 122.71 149.25 208.40 386.77 234.81
NASDAQ Bank Index 100.00 126.16 206.38 182.09 167.55 192.14

CERTAIN TRANSACTIONS

Directors and executive officers of MBT and their associates were
customers of, or had transactions with, Monroe Bank & Trust in the ordinary
course of business during 2000. We expect additional transactions to take place
in the future. All outstanding

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loans to directors and executive officers and their associates, commitments and
sales, purchases and placements of investment securities and other financial
instruments included in such transactions were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral where applicable, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than normal risk of
collectibility or present other unfavorable features. In addition, Mr. Lipford
is a partner in the law firm of Miller, Canfield, Paddock and Stone, P.L.C.,
which provides legal services to MBT and Monroe Bank & Trust.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934 requires MBT
Financial Corp.'s executive officers, directors and more than ten percent
shareholders ("Insiders") to file with the Securities and Exchange Commission
and MBT Financial Corp. reports of their ownership of MBT Financial Corp.
securities. Based upon written representations and copies of reports furnished
to MBT Financial Corp. by Insiders, all Section 16 reporting requirements
applicable to Insiders during 2000 were satisfied on a timely basis with the
exception of one late report covering one transaction filed by Mr. Lock.

SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

To be considered eligible for inclusion in the Corporation's Proxy
Statement for the 2002 Annual Meeting of Shareholders, a proposal must be made
by a qualified shareholder and received by the Corporation at its principal
office in Monroe, Michigan, prior to December 19, 2001. Any shareholder who
intends to propose any other matter to be acted upon at the 2002 Annual Meeting
of Shareholders must inform the Corporation not less than thirty days prior to
the meeting; provided, however, that if less than forty days' notice or prior
public disclosure of the date of the meeting is given to shareholders, notice by
the shareholder must be received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. If notice is not provided by that
date, the persons named in the Corporation's proxy for the 2002 Annual Meeting
will be allowed to exercise their discretionary authority to vote upon any such
proposal without the matter having been discussed in the proxy statement for the
2002 Annual Meeting. Shareholder proposals should be directed to Thomas J.
Bruck, Secretary, MBT Financial Corp., 102 East Front Street, Monroe, Michigan
48161.

The Corporation's Bylaws establish advance notice procedures as to the
nomination, other than by the Board of Directors, of candidates for election as
directors. In order to make a director nomination, it is necessary that you
notify the Secretary of the Corporation no fewer than 30 days in advance of next
year's Annual Meeting unless the Corporation gives you less than 40 days notice
or prior public disclosure of the Annual Meeting and then notice of nominations
must be given no later than the tenth day after we mailed notice of the Annual
Meeting to you or made public disclosure of the meeting, but

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in no event may a nomination be received by the Secretary of the Corporation
less than seven days prior to the Annual Meeting. Notice of nominations of
directors must also meet all other requirements contained in the Corporation's
Bylaws. You may obtain the Bylaws by written request to the Corporation's
Secretary at our principal executive offices.

SELECTION OF AUDITORS

Arthur Andersen LLP has served MBT, and prior to its formation as a
bank holding company, Monroe Bank & Trust as independent auditor since 1968.
Selection of auditors for the current year will be made on the recommendation of
the Audit Committee at a Board of Directors' meeting later in 2001. We
anticipate that Arthur Andersen LLP will be selected. We expect representatives
of Arthur Andersen LLP to be present at the Annual Meeting with the opportunity
to make statements if they so desire and to be available to respond to
appropriate questions raised at the Annual Meeting.

OTHER BUSINESS

Management is not aware of any other matter which may be presented for
action at the meeting other than the matters set forth herein. Should any matter
other than those set forth herein be presented for a vote of the shareholders,
the proxy in the enclosed form directs the persons voting such proxy to vote in
accordance with their judgment.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY FORM AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.

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EXHIBIT A

AUDIT COMMITTEE CHARTER

PURPOSE

The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information, which will be provided to the shareholders
and others, the systems of internal controls, which Management and the Board of
Directors have established, and the audit process. In doing so, it is the
responsibility of the Audit Committee to provide an open avenue of communication
between the Board of Directors, Management, internal audit and the independent
accountants.

ORGANIZATION

The Audit Committee shall be composed of at least three directors that meet
independence and experience requirements. At least one member must have
accounting or related financial management expertise. All members shall be
financially literate. The Board of Directors shall appoint the chairman. The
Audit Committee shall meet monthly, or as needed.

In meeting its responsibilities, the Committee shall:

GENERAL

- - Review significant accounting and reporting issues, including professional
and regulatory pronouncements, and understand their impact on financial
statements.

- - Ask Management and the internal and external auditors about significant
risks and exposures and the plans to minimize such risks.

INTERNAL CONTROLS AND RISK ASSESSMENT

- - Review and evaluate the effectiveness of the Bank's process for assessing
significant risks or exposures and the steps Management has taken to
monitor and control such risks to the Company.

- - Consider and review with Management, the internal audit function and the
independent accountants:

- The effectiveness of or weaknesses in the Company's internal
controls including the status and adequacy of information systems
security.

- - Review the scope and approach of the annual audit with the independent
accountants.

- - Assess the external auditor's process for identifying and responding to key
audit and internal control risks.

While the Audit Committee has the responsibilities and the powers set forth in
the Charter, it is not the duty of the Audit Committee to plan or conduct audits
or to determine that the Company's

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financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. This is the responsibility of
Management and the independent accountant. Nor is it the duty of the Audit
Committee to conduct investigations, to resolve disagreements, if any, between
Management and the independent accountant or to assume compliance with laws and
regulations and the Company's code conduct.

PROXY FOR MBT FINANCIAL CORP. SHAREHOLDERS' ANNUAL MEETING

- --------------------------------------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned holder of __________ common shares
- --------------------------------------------------------------------------------------------------------------
of MBT Financial Corp. do hereby constitute and appoint
with the full power of substitution, Ronald D. LaBeau,
Thomas J. Bruck and James E. Morr my true and lawful
attorneys and proxies, and each of them my true and lawful
attorney and proxy, to attend the annual meeting of
shareholders of MBT Financial Corp. to be held at the
office of the Bank on May 17, 2001 at 10:00 o'clock A.M.,
or at any adjournments thereof, and at such meeting or any
adjournments thereof, to vote the shares of stock of MBT
Financial Corp. standing in my name with respect to the
following matters.
- --------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTOR OF EACH OF
THE NOMINEES LISTED BELOW AND FOR EACH OTHER PROPOSAL SET FORTH BELOW.

1. ELECTION OF DIRECTORS - To elect a Board of Directors for the ensuing year.

[ ] ELECTION OF DIRECTORS FOR all nominees listed below (except as marked
to the contrary below)

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)

Connie S. Cape Rocque E. Lipford
Ronald J. Gruber William D. McIntyre, Jr.
Thomas M. Huner Michael J. Miller
Gerald L. Kiser Richard A. Sieb
Ronald D. LaBeau Philip P. Swy

2. To take any action which may be necessary or proper in connection with the
foregoing matters, or any other matter legally coming before the meeting,
or any adjournments thereof.

I hereby give to said attorneys and proxies, and to each of them, or to any
substitute or substitutes, full power and authority to do any and all acts and
things which I might or could do if personally present, and hereby ratify and
confirm all that said attorneys and proxies, and each of them, or their
substitute or substitutes, might lawfully do or cause to be done by virtue
thereof.

In their discretion, the proxies are authorized to vote in their judgment upon
such other business as properly may come before the meeting or any adjournment
thereof. At the present time, the Board of Directors knows of no other business
to be presented at the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.

WITNESS, my hand and seal this _____________day of ______________, 2001.

_________________________________________
(L.S.)

1. Date this Proxy.

2. Sign your name. Each shareholder must sign. If you hold your shares as a
Trustee, Guardian, Custodian or otherwise, indicate such fiduciary capacity
after your signature.

3. Mail this Proxy in the enclosed envelope to American Stock Transfer & Trust
Company, 40 Wall Street, New York, NY 10005.

4. THIS PROXY IS REVOCABLE AND IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.