SCHEDULE 14A

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 Section 240.14a-12

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

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(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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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

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(3) Filing Party:

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(4) Date Filed:

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MBT FINANCIAL CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 2, 2002

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 2, 2002, 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 March 11, 2002 are
entitled to notice of and to vote at the Annual Meeting or any adjournment of
it.

By order of the Board of Directors,

/s/ Ronald D. LaBeau
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.

MBT FINANCIAL CORP.
102 EAST FRONT STREET
MONROE, MICHIGAN 48161

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 2, 2002

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 3, 2002.

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.

MEETING INFORMATION

DATE, PLACE AND TIME

The Annual Meeting of Shareholders of the Corporation will be held on
Thursday, May 2, 2002, 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 March 11, 2002 (the "Record Date") has been
fixed as the record date for the determination of shareholders entitled to vote
at the Annual Meeting. There were 1,325 record holders of the Corporation's
common shares and 19,752,542 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, 2001.

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

Thomas J. Bruck 201,579 (2) 1.0%
Connie S. Cape 7,472 (3) *
Eugene D. Greutman 64,867 (4) *
Ronald J. Gruber 10,772 (5) *
Thomas M. Huner 23,572 (6) *
Gerald L. Kiser 3,572 (7) *
Ronald D. LaBeau 73,158 (8) *
Rocque E. Lipford 24,966 (9) *

Herbert J. Lock 18,178 (10) *
William D. McIntyre, Jr. 69,828 (11) *
Michael J. Miller 22,941 (12) *
James E. Morr 58,721 (13) *
Richard A. Sieb 74,258 (14) *
Philip P. Swy 5,258 (15) *

All Directors and Executive 659,142 3.3%
Officers as a Group
(15 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 165,898 shares subject to shared voting and investment power and
13,067 shares subject to options, which are presently exercisable.
(3) Includes 1,600 shares subject to shared voting and investment power and
1,572 shares subject to options, which are presently exercisable.
(4) Includes 51,800 shares subject to shared voting and investment power and
13,067 shares subject to options, which are presently exercisable.
(5) Includes 1,572 shares subject to options, which are presently exercisable.
(6) Includes 10,424 shares subject to shared voting and investment power and
1,572 shares subject to options, which are presently exercisable.
(7) Includes 1,572 shares subject to options, which are presently exercisable.
(8) Includes 10,946 shares subject to shared voting and investment power and
23,334 shares subject to options, which are presently exercisable.
(9) Includes 400 shares subject to shared voting and investment power and 1,572
shares subject to options, which are presently exercisable.
(10) Includes 950 shares subject to shared voting and investment power and
11,600 shares subject to options, which are presently exercisable.
(11) Includes 1,572 shares subject to options, which are presently exercisable.
(12) Includes 21,369 shares subject to shared voting and investment power and
1,572 shares subject to options, which are presently exercisable.
(13) Includes 4,324 shares subject to shared voting and investment power and
13,067 shares subject to options, which are presently exercisable.
(14) Includes 55,490 shares subject to shared voting and investment power and
1,572 shares subject to options, which are presently exercisable.
(15) Includes 1,258 shares subject to options, which are presently exercisable.

As of December 31, 2001, 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 6,226,479 (1) 31.5%

(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
3,944,908 of these shares, shared power to dispose of 2,281,571 of these
shares, sole power to vote 3,944,908 of these shares, and shared power to
vote 2,281,571 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 2003, 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 name 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 51 Health Care Consultant 2000
(2000-present); Vice President
Finance/Chief Financial Officer,
Mercy Memorial Hospital (1997-2000)

Ronald J. Gruber 62 President, MMB Group, Inc., a 1995
venture capital company (1998 -
present); Chief Executive Officer &
Managing Director, Brandenburg
Securities, Ltd., an investment
banking firm (1997)

Thomas M. Huner 52 President, Thomas M. Huner 2000
Builders, a home building company

Gerald L. Kiser 55 President and Chief Operating 2000
Officer (1997 - present), Executive
Vice President and Chief Operating
Officer (1997), Vice President -
Operations (1997), La-Z-Boy Inc., a
furniture manufacturer; Director,
La-Z-Boy Inc.

Ronald D. LaBeau 58 President and Chief Executive 1998
Officer (1999 - present), Executive
Vice President & Senior Loan
Officer (1998), Vice President,
Loans & Business Development
(1997), Monroe Bank & Trust

Rocque E. Lipford 63 Attorney and Partner, Miller, 1981
Canfield, Paddock and Stone,
P.L.C.; Director, La-Z-Boy Inc.

William D. McIntyre, Jr. 66 President and Chief Executive 1971
Officer, Allegra Network, LLC, a
franchisor of printing businesses
(2000-present); President & Chief
Executive Officer, American Speedy
Printing Centers, Inc., a printing
shop franchisor (1997-2000)

Michael J. Miller 53 Chief Executive Officer, Floral 2000
City Beverage, a beer wholesaler

Richard A. Sieb 70 President, Sieb Plumbing & Heating 1993
Inc. and President, Nortel Inc., a
recreational bowling establishment

Philip P. Swy 48 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 14 times in 2001. In 2001, 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.

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 2001. 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 2 times in 2001. 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 2001 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 did not meet during 2001. 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.

AUDIT COMMITTEE REPORT

The Audit Committee of the 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. 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 letter and 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, 2001 filed with the Securities and Exchange
Commission.

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

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 2001.

Audit Fees $110,000

Financial Information Systems Design and $0
Implementation Fees

All Other Fees $104,049

EXECUTIVE COMPENSATION
AND OTHER INFORMATION

GENERAL. The following information relates to compensation of
management for the years ended December 31, 2001, 2000 and 1999, 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)
--------------------------- ---- ---------- --------- ----------- -------

Ronald D. LaBeau............................... 2001 $218,400 $222,359 0 $25,075
President and Chief Executive Officer 2000 212,250 226,564 35,000 23,700
1999 198,962 136,651 0 21,429

Thomas J. Bruck................................ 2001 $90,800 $71,902 0 $12,264
Executive Vice President and 2000 88,000 73,843 19,600 11,440
Cashier 1999 75,500 74,252 0 11,325

James E. Morr.................................. 2001 $90,800 $71,902 0 $12,249
Executive Vice President, Senior Trust 2000 88,000 73,843 19,600 11,440
Officer and General Counsel 1999 74,000 72,770 0 11,100

Eugene D. Greutman............................. 2001 $87,700 $69,448 0 $11,683
Senior Vice President Finance 2000 85,000 71,326 19,600 11,050
1999 72,800 71,637 0 10,920

Herbert J. Lock................................ 2001 $76,900 $52,196 0 $10,411
Senior Vice President and Investment 2000 74,000 53,224 17,400 9,620
Officer 1999 62,400 51,157 0 9,360

(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, $8,172; Mr. Morr, $8,172; Mr. Greutman, $7,893; and Mr.
Lock, $6,921; (2) contributions by Monroe Bank & Trust to the Money
Purchase Pension Plan of Monroe Bank & Trust: Mr. LaBeau, $6,800; Mr.
Bruck, $3,632; Mr. Morr, $3,632; Mr. Greutman, $3,508; and Mr. Lock,
$3,076; and (3) the economic benefit of life insurance coverage
provided for the executive officers: for the benefit of Mr. LaBeau,
$2,975; for the benefit of Mr. Bruck, $460; for the benefit of Mr.
Morr, $445; for the benefit of Mr. Greutman, $282; and for the benefit
of Mr. Lock, $414.

OPTION EXERCISES AND YEAR-END VALUE TABLE. The following table presents
information about stock options exercised during 2001 and unexercised stock
options at December 31, 2001 for the five named executive officers.

OPTION EXERCISES AND YEAR-END VALUE TABLE

AGGREGATED OPTION EXERCISES IN 2001 AND FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2001(#) DECEMBER 31, 2001($)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- ------------------------- -------------------------

Ronald D. LaBeau 0 0 23,334 / 11,666 0 / 0
Thomas J. Bruck 0 0 13,067 / 6,533 0 / 0
James E. Morr 0 0 13,067 / 6,533 0 / 0
Eugene D. Greutman 0 0 13,067 / 6,533 0 / 0
Herbert J. Lock 0 0 11,600 / 5,800 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 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.

SALARY CONTINUATION AGREEMENT. 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

BANK OWNED LIFE INSURANCE. MBT has split-dollar life insurance
agreements with its directors and executive officers. The economic benefit (the
imputed income amount of this insurance) for the year 2001 to MBT's Chief
Executive Officer and its other four highest paid executive officers is included
in the amounts for each of these executive officers set forth in the Summary
Compensation Table under the column "All Other Compensation." The economic
benefit (the imputed income amount of this insurance) for the year 2001 to each
director other than Mr. LaBeau is as follows: Ms. Cape, $367; Mr. Gruber,
$1,513; Mr. Huner, $375; Mr. Kiser, $438; Mr. Lipford, $2,255; Mr. McIntyre,
$3,071; Mr. Miller, $449; Mr. Sieb, $3,286; and Mr. Swy, $424. The insurance
policies provide death benefits to the executive's beneficiaries of (a) twice
the executive's current annual salary at the time of death, less $50,000, if he
dies before retirement or, (b) the executive's annual salary at the time his
employment terminated if

he dies after retirement or if his employment has been terminated due to
disability. An additional policy provides Mr. LaBeau's beneficiaries life
insurance proceeds of $958,837 if he dies before age 65 while in active service
to MBT.

The directors' death benefits under the policy provided for them, which
also covers Mr. LaBeau, 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.

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 are entitled to receive 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.

Directors receive life insurance benefits as explained above under the
caption, "Bank Owned Life Insurance."

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 and 2002, 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. Each non-employee
director elected to receive stock options in place of quarterly cash retainer
payments in 2002. In January 2001, each non-employee director, with the
exception of Mr. Swy, was awarded an option to purchase 1,572 common shares at a
fair market value exercise price of $13.94 per share, which option vested on
December 31, 2001 and has a term expiring January 2, 2011. Mr. Swy was awarded
an option to purchase 1,258 common shares on the same terms. In January 2002,
each non-employee director was awarded an option to purchase 1,835 shares at a
fair market value exercise price of $13.85 per share, which option vests on
December 31, 2002, and has a term expiring January 2, 2012.

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.

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 2001. During 2001 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 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, was based on net operating income for the
year 2001.

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 2001, 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
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 2001. The achievement of
this corporate goal represented the entire cash bonus for each Executive Officer
for 2001.

LONG-TERM INCENTIVES. Stock options awarded 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. Awards are made at levels considered to be competitive within the
banking industry. No stock options were awarded in 2001 to Executive Officers.

BENEFITS. MBT provides medical 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 $218,400, effective January,
2001, based upon the recommendation of an outside compensation consultant
arising from its survey of other banking companies, as described above.

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
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.

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.

[LINE GRAPH]

Assumes the value of the investment in MBT Financial Corp. common shares and
each index was $100 on December 31, 1996 and that all dividends were reinvested.

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

1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----

MBT Financial Corp. $ 100.00 $ 131.80 $ 284.75 $ 274.56 $ 173.18 $ 187.56
NASDAQ Composite Index 100.00 121.64 169.84 315.20 191.36 151.07
NASDAQ Bank Index 100.00 163.59 144.33 132.81 152.30 165.05

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 2001. We expect additional transactions to take place
in the future. All outstanding 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 2001 were satisfied on a timely basis with the
exception of Mr. Miller who filed three late reports covering three transactions
in 2001 and one late report for one transaction in 2000.

SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

To be considered eligible for inclusion in the Corporation's Proxy
Statement for the 2003 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 4, 2002. Any shareholder who
intends to propose any other matter to be acted upon at the 2003 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 2003 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
2003 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 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. The Board of
Directors has not yet selected an independent auditing firm for the current
year. The Board of Directors will make selection of auditors for the current
year on the recommendation of the Audit Committee to the Board of Directors
later in 2002. Given circumstances and matters relating to Arthur Andersen LLP,
the engagement of an independent auditing firm for 2002 is subject to ongoing
review by the Board of Directors. 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.

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, H.
Douglas Chaffin, 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 28 South Macomb Street, Monroe Michigan, on
May 2, 2002 at 10:00 o'clock A.M., or at any adjournment
thereof, and at such meeting or any adjournment 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.

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

[ ] FOR the election as director of the 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 ______________, 2002.

- -----------------------------------------
(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, 59 Maiden Lane, New York, NY 10038.

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