SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Check the appropriate box:
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[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting materials pursuant to Rule 14a-11(c) or Rule 14a-12.
MBT FINANCIAL CORP
- --------------------------------------------------------------------------------
(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 appropriate box):
[X] No fee required.
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(1) Title of each class of security to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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(1) Amount Previously Paid:
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[MBT FINANCIAL LOGO]
MBT FINANCIAL CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 2005
TO THE SHAREHOLDERS OF MBT FINANCIAL CORP.:
The Annual Meeting of Shareholders of MBT Financial Corp. will be
held in the MEYER THEATER AT THE LA-Z-BOY CENTER AT THE MONROE COUNTY COMMUNITY
COLLEGE, 1555 SOUTH RAISINVILLE ROAD, MONROE, MICHIGAN 48161* on Thursday, May
5, 2005, at 10:00 a.m. (local time), for the following purposes:
1. ELECTION OF DIRECTORS - To elect nine directors of MBT Financial Corp.;
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 15, 2005 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/ H. Douglas Chaffin
---------------------------------
H. Douglas Chaffin, President and
Chief Executive Officer
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.
* PLEASE NOTE THE NEW LOCATION.
MBT FINANCIAL CORP.
102 EAST FRONT STREET
MONROE, MICHIGAN 48161
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 5, 2005
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 1, 2005.
At the Annual Meeting, shareholders of the Corporation will be asked to
elect nine 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 Herbert J. Lock,
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 5, 2005, at 10:00 a.m., local time, in the Meyer Theater at the
La-Z-Boy Center at Monroe County Community College, 1555 South Raisinville Road,
Monroe, Michigan. PLEASE NOTE THAT THIS IS A CHANGE IN LOCATION FROM LAST YEAR.
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 15, 2005 (the "Record Date") has been fixed
as the record date for the determination of shareholders entitled to vote at the
Annual Meeting. There were 1,297 record holders of the Corporation's common
shares and 17,489,184 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 nine 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.
2
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 nominees
for election as a director and the Corporation's named executive officers, and
the directors, nominees and executive officers as a group, as of March 15, 2005.
COMMON SHARES
NAME OF BENEFICIAL OWNER OWNED (1) PERCENT OF CLASS
- --------------------------------------- ------------- ----------------
Peter H. Carlton 40,776 *
H. Douglas Chaffin 29,121 (2) *
Joseph S. Daly 2,779 (3) *
Thomas M. Huner 26,407 (4) *
Ronald D. LaBeau ** 51,688 *
Donald M. Lieto 30,673 (5) *
Rocque E. Lipford 62,402 (6) *
William D. McIntyre, Jr. 56,099 (7) *
Michael J. Miller 28,861 (8) *
James E. Morr 83,294 (9) *
Thomas G. Myers 12,500 (10) *
Richard A. Sieb 71,763 (11) *
John L. Skibski 13,354 (12) *
Philip P. Swy 8,524 (13) *
Karen M. Wilson 0 *
All Directors, Nominees and Executive
Officers as a Group
(16 in group) 553,420 3.2%
* Ownership is less than 1% of the class.
** Mr. LaBeau retired as MBT's Chief Executive Officer on April 2, 2004 and is
no longer a director.
- ----------
(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 23,666 shares subject to options, which are presently
exercisable.
(3) Includes 2,779 shares subject to shared voting and investment power.
(4) Includes 10,724 shares subject to shared voting and investment power and
3,407 shares subject to options, which are presently exercisable.
(5) Includes 166 shares subject to shared voting and investment power and
25,733 shares subject to options, which are presently exercisable.
(6) Includes 277 shares subject to shared voting and investment power, 3,407
shares subject to options, which are presently exercisable, and 44,000
shares held in trusts for which the director, as co-trustee, has shared
voting and investment power.
(7) Includes 3,407 shares subject to options, which are presently exercisable.
(8) Includes 28,861 shares subject to shared voting and investment power.
(9) Includes 7,270 shares subject to shared voting and investment power and
32,767 shares subject to options, which are presently exercisable.
(10) Includes 12,500 shares subject to options, which are presently
exercisable.
(11) Includes 52,774 shares subject shared voting and investment power.
(12) Includes 3,010 shares subject to shared voting and investment power and
5,834 shares subject to options, which are presently exercisable.
(13) Includes 5,070 shares subject to shared voting and investment power and
3,093 shares subject to options, which are presently exercisable.
3
As of March 15, 2005, 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 2,534,356 (1) 14.5%
John F. Weaver
305 West Elm Avenue
Monroe, Michigan 48162 900,000 5.1%
(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous relationships by the trust department of
Monroe Bank & Trust. As fiduciary, Monroe Bank & Trust has sole power to
dispose of 2,069,593 of these shares, shared power to dispose of 464,763
of these shares, sole power to vote 756,672 of these shares and shared
power to vote 70,548 of these shares.
ELECTION OF DIRECTORS
The number of directors of the Corporation has been fixed at nine. At the
Annual Meeting, nine directors will be elected to a one-year term, to hold
office until the annual meeting of shareholders in 2006, or until their
successors shall be duly elected.
The nominees for election at the Annual Meeting are Peter H. Carlton, H.
Douglas Chaffin, Joseph S. Daly, Thomas M. Huner, Rocque E. Lipford, William D.
McIntyre, Jr., Michael J. Miller, Philip P. Swy, and Karen M. Wilson, each of
whom is currently a director of the Corporation. After twelve years of service,
Richard A. Sieb will be retiring effective with our 2005 Annual Meeting in
accordance with our Corporate Governance Guidelines regarding age limits for
dDirectors. Mr. Sieb has generously given of his time and provided valuable
years of service as a director to MBT and Monroe Bank & Trust.
The Board of Directors has determined that all current Directors and
nominees have met the independence standards of Rule 4200(a)(15) of the National
Association of Securities Dealers listing standards, with the exception of Mr.
Chaffin, our Chief Executive Officer. Directors deemed independent by the Board
of Directors are Peter H. Carlton, Joseph S. Daly, Thomas M. Huner, Rocque E.
Lipford, William D. McIntyre, Jr., Michael J. Miller, Richard A. Sieb, Philip P.
Swy and Karen M. Wilson.
The Governance Committee of the Board of Directors selects nominees for
the Board of Directors who are subsequently authorized by the full Board for
submission for
4
approval by stockholders. The Governance Committee has the responsibility to
actively seek individuals qualified to become members of the board of directors.
The Governance Committee is empowered to engage a third party search firm to
assist it in identifying qualified candidates but to date has determined that
such assistance has not been required.
MBT's Corporate Governance Guidelines & Directors' Policy and Code of
Ethics set forth the following criteria for Directors: independence; honesty and
integrity; willingness to devote sufficient time to fulfilling duties as a
Director; particular experience, skills or expertise relevant to the
Corporation's business and ties to MBT geographic markets. MBT's Corporate
Governance Guidelines provide that shareholders may submit names to the
Governance Committee for consideration as director nominees. The procedures to
be followed by shareholders are set forth in this Proxy Statement under the
caption: "Shareholder Nominations, Proposals and Communications - Shareholder
Nominations."
The Governance Committee reviews the performance of incumbent directors.
The Governance Committee seeks characteristics in proposed nominees to the Board
of Directors that will complement or expand those of the existing members and
which are particularly relevant to competitive and other issues anticipated by
the Company and its subsidiaries.
Neither the Board nor the Governance Committee has implemented a formal
policy regarding director attendance at the Annual Meeting. Typically, the Board
holds its annual organizational meeting directly following the Annual Meeting,
which results in most directors being able to attend the Annual Meeting. In
2004, all Directors attended the Annual Meeting.
NOMINEES
We have set forth below information about the nominees for election to
MBT's Board of Directors.
POSITIONS AND
PRINCIPAL OCCUPATION FOR PAST FIVE OFFICES HELD WITH DIRECTOR
NAME AGE YEARS MBT SINCE
Peter H. Carlton 56 Member, Cooley, Hehl, Wohlgamuth & Director 2004
Carlton, PLLC, a Certified Public
Accounting firm
H. Douglas Chaffin (1) 49 President and Chief Executive President, Chief 2004
Officer (2004); President and Chief Executive Officer
Operating Officer (2003-2004), and a Director
Executive Vice President, Senior
Lending Manager (2001-2002).
5
Joseph S. Daly 45 President and General Counsel, Daly Director 2003
Merritt Insurance and President and
General Counsel, Daly Merritt
Properties, Inc., an investment
real estate company.
Thomas M. Huner 55 General Partner, Thomas M. Huner Director 2000
Builders, a home building company.
Rocque E. Lipford 66 Attorney and Senior Principal, Director 1981
Miller, Canfield, Paddock and
Stone, P.L.C.; Director, La-Z-Boy
Inc.
William D. McIntyre, Jr. 69 Chairman and Chief Executive Chairman of the 1971
Officer (2003-2004), President and Board of Directors
Chief Executive Officer
(2000-2003), Allegra Network, LLC,
a franchisor of printing
businesses; President & Chief
Executive Officer, American Speedy
Printing Centers, Inc., a printing
shop franchisor (2000).
Michael J. Miller 56 Chief Executive Officer, Floral Director 2000
City Beverage, Inc., a wholesale
beer distributor.
Philip P. Swy 51 President, Michigan Tube Swagers & Director 1997
Fabricators, Inc., a hospitality
table and chair manufacturer
marketing as MTS Seating.
Karen M. Wilson 60 Chairman and Chief Executive Director 2005
Officer, Central Distributors of
Beer, Inc., a wholesale beer
distributor
(1) Mr. Chaffin became employed with MBT on July 30, 2001. Prior to such
time he was Senior Vice President and City Executive for Huntington
National Bank.
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 fifteen times in 2004. In 2004, 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 standing Audit, Compensation
and Governance committees, with membership noted:
6
AUDIT COMMITTEE. (Mr. Swy, Chair, and Messrs. Carlton, McIntyre and Miller.)
The Audit Committee met twelve times during 2004. The Audit Committee
serves in a multiple capacity as the Audit Committee of the Corporation and its
subsidiaries Monroe Bank & Trust and MBT Credit Company, Inc. The functions of
this Committee include the engagement of independent auditors, reviewing with
those independent auditors the plans and results of the audit engagement of the
Corporation, approving the annual audit plan and reviewing the results of the
procedures for internal auditing, reviewing the independence of the independent
auditors, reviewing the Corporation's financial results and Securities and
Exchange Commission filings, reviewing the effectiveness of the Corporation's
internal controls and similar functions and approving all auditing and
non-auditing services performed by its independent auditors. The Board of
Directors has adopted a written charter for the Audit Committee, which may be
found on the Corporation's website at www.mbandt.com. All members of the Audit
Committee meet the independence standards of Rule 4200(a)(15) and the audit
committee qualifications of Rule 4350(d)(2) of the National Association of
Securities Dealers listing standards. The Board of Directors has determined that
Peter H. Carlton is an audit committee financial expert and is independent as
described in the preceding sentence. The report of the Audit Committee with
respect to 2004 appears under the caption "Audit Committee Report."
COMPENSATION COMMITTEE. (Mr. Huner, Chair, and Messrs. Sieb, and Swy.)
The Compensation Committee met three times during 2004. The Compensation
Committee is responsible for the oversight and administration of the
compensation and benefit plans of the Corporation. Director and executive
officer and senior management's compensation are determined by this Committee of
the Board of Directors with comparative data provided by an independent
compensation consultant. The Board of Directors has adopted a Compensation
Committee Charter which may be found on the Corporation's website at
www.mbandt.com. The Board has determined that each member of the Compensation
Committee meets the independence standards of Rule 4200(a)(15) of the National
Association of Securities Dealers as required under the MBT Corporate Governance
Guidelines & Directors' Policy. The report of the Compensation Committee with
respect to 2004 compensation appears under the caption "Compensation Committee
Report on Executive Compensation."
GOVERNANCE COMMITTEE. (Mr. McIntyre, Chair, and Messrs. Lipford, Sieb and
Swy.)
The Governance Committee met four times in 2004. The Governance Committee
of MBT serves as the nominating committee of the Board. The 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 of Directors has adopted a Governance Committee
Charter which may be found on the Corporation's website at www.mbandt.com.
The Board has fixed the number of directors for the term beginning at this
year's Annual Meeting at nine and has nominated nine individuals for election as
director.
7
AUDIT COMMITTEE REPORT
The Audit Committee oversees MBT's financial reporting process on behalf
of the Board of Directors. The Committee is composed of four directors, each of
whom is independent as defined by the Nasdaq listing standards and operates
under a written charter adopted by the Board of Directors which is available on
MBT's website at www.mbandt.com. The Committee retains MBT's independent
accountants.
Management has the primary responsibility for the financial statements and
the reporting process, including the system of internal control. In fulfilling
its oversight responsibilities, the Committee reviewed the audited financial
statements in the Annual Report with management, including a discussion of the
quality, not just the acceptability, of the accounting principles; the
reasonableness of significant judgments; and the clarity of disclosures in the
financial statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of MBT's accounting principles and such
other matters as are required to be discussed with the Committee under generally
accepted auditing standards (including Statement on Auditing Standards No. 61).
In addition, the Committee has discussed with the independent auditors the
auditors' independence from management and MBT, including the matters in the
written disclosures required by the Independence Standards Board (including
Independence Standards Board Standard No. 1), and considered the compatibility
of nonaudit services with the auditors' independence.
The Committee discussed with MBT's internal and independent auditors the
overall scope and plans for their respective audits. The Committee meets with
the internal and independent auditors, with and without management present, to
discuss the results of their examinations, their evaluations of MBT's internal
control, and the overall quality of MBT's financial reporting.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2004 for filing with the Securities and
Exchange Commission.
Philip P. Swy, Chair
Peter H. Carlton
William D. McIntyre, Jr.
Michael J. Miller
8
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to MBT for the
fiscal years ended December 31, 2004 and December 31, 2003 by Plante & Moran,
PLLC, MBT's principal accounting firm.
2004 2003
-------------- -------------
Audit Fees $ 100,405 $ 93,300
Audit-Related Fees 62,202 (a) 71,450 (a)
Tax Fees 8,560 (b) 13,200 (b)
All Other Fees 42,650 (c) 10,850 (c)
----------- ----------
$ 213,817 $ 188,800
=========== ==========
(a) Includes fees for services related to information technology external
testing, subsidiary company audits, Statement on Auditing Standards No. 70
and trust compliance.
(b) Includes fees for services related to tax compliance and tax planning.
(c) Includes fees for regulatory compliance review and miscellaneous
consultations.
The Audit Committee is responsible for pre-approving all auditing services
and permitted non-audit services to be performed by its independent auditors,
except as described below.
The Audit Committee will establish general guidelines for the permissible
scope and nature of any permitted non-audit services in connection with its
annual review of the audit plan and will review such guidelines with the Board
of Directors. Pre-approval may be granted by action of the full Audit Committee
or, in the absence of such Audit Committee action, by the Audit Committee Chair
whose action shall be considered to be that of the entire Committee.
Pre-approval shall not be required for the provision of non-audit services if
(1) the aggregate amount of all such non-audit services constitutes no more than
5% of the total amount of revenues paid by the Corporation to the auditors
during the fiscal year in which the non-audit services are provided, (2) such
services were not recognized by the Corporation at the time of engagement to be
non-audit services, and (3) such services are promptly brought to the attention
of the Audit Committee and approved prior to the completion of the audit. No
services were provided pursuant to these exceptions.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
GENERAL. The following information relates to compensation of management
for the years ended December 31, 2004, 2003, and 2002, unless otherwise noted
below. This information includes compensation of management by the Corporation's
subsidiaries.
9
EXECUTIVE COMPENSATION. The following table sets forth the annual and
long-term compensation for MBT's Chief Executive Officer, MBT's former Chief
Executive Officer who retired April 2, 2004 and the four other 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
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
------------------------------- UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($) (A)
- --------------------------------------------- ---- --------- --------- ------------ ------------
H. Douglas Chaffin........................... 2004 $ 214,635 $ 156,589 20,000 $ 25,139
President and Chief Executive Officer 2003 159,000 29,765 20,000 9,983
2002 133,700 67,398 19,000 8,602
Thomas G. Myers.............................. 2004 $ 122,400 $ 47,709 12,500 $ 12,626
Executive Vice President 2003 105,888 16,519 12,500 4,323
Chief Lending Manager 2002 83,966 63,538 12,500 2,000
James E. Morr................................ 2004 $ 122,100 $ 47,592 12,500 $ 19,303
Executive Vice President 2003 110,400 17,222 12,500 14,248
Senior Trust Officer and General Counsel 2002 106,700 44,823 13,500 14,072
Donald M. Lieto.............................. 2004 $ 110,600 $ 43,121 11,000 $ 11,425
Executive Vice President 2003 92,808 14,478 11,000 11,487
Senior Administration Manager 2002 85,100 28,599 10,000 9,944
John L. Skibski.............................. 2004 $ 108,200 $ 42,188 11,000 $ 11,003
Executive Vice President 2003 91,615 14,412 3,500 9,219
Chief Financial Officer 2002 70,000 17,763 3,000 7,037
Ronald D. LaBeau............................. 2004 $ 66,365 $ 0 0 $ 11,066
Former Chairman and Chief Executive 2003 238,000 66,830 36,000 29,464
Officer, retired April 2, 2004 2002 230,000 173,193 47,000 27,891
(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 MBT Retirement Plan: Mr. Chaffin, $20,513; Mr. Myers,
$12,240; Mr. Morr, $18,204; Mr. Lieto, $11,060; Mr. Skibski $10,820; and
Mr. LaBeau $10,050, and (2) the economic benefit of life insurance
coverage provided for the executive officers: for the benefit of Mr.
Chaffin, $4,626; for the benefit of Mr. Myers, $386; for the benefit of
Mr. Morr, $1,099; for the benefit of Mr. Lieto, $365; for the benefit of
Mr. Skibski, $183 and for the benefit of Mr. LaBeau, $1,016.
OPTION GRANTS TABLE. The following table presents information about stock
options granted during 2004 to the named executive officers. The Compensation
Committee did not award stock options to Mr. LaBeau in 2004 given his planned
April 2004 retirement.
10
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE EXPIRATION GRANT DATE
NAME GRANTED (#)(1) FISCAL YEAR PRICE($/SH) DATE PRESENT VALUE(2)
- ------------------- ------------- ------------- ------------ --------------- ---------------
H. Douglas Chaffin 20,000 12.42% $ 16.69 January 2, 2014 $ 76,800
Thomas G. Myers 12,500 7.76% $ 16.69 January 2, 2014 $ 48,000
James E. Morr 12,500 7.76% $ 16.69 January 2, 2014 $ 48,000
Donald M. Lieto 11,000 6.83% $ 16.69 January 2, 2014 $ 42,240
John L. Skibski 11,000 6.83% $ 16.69 January 2, 2014 $ 42,240
(1) All options are nonqualified stock options which vest ratably over a
three-year period commencing December 31, 2004. All options have an
exercise price equal to the fair market value on the date of grant. The
terms of MBT'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 $3.84 per share using the
Black-Scholes stock option pricing model. In making this calculation, it
was assumed that the average exercise period was 7 years, the volatility
rate was 25.3%, the risk-free rate of return was 3.8%, and the dividend
yield was 2.0%.
OPTION EXERCISES AND YEAR-END VALUE TABLE. The following table presents
information about stock options exercised during 2004 and unexercised stock
options at December 31, 2004 for the six named executive officers.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN 2004 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2004(#) DECEMBER 31, 2004($)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------- --------------- -------- ------------------------- -------------------------
H. Douglas Chaffin 12,167 $ 86,142 25,666/19,667 $ 231,072/$151,515
Thomas G. Myers 0 $ 0 12,500/12,500 $ 111,332/$96,793
James E. Morr 9,000 $ 58,275 32,767/12,833 $ 215,966/$100,146
Donald M. Lieto 10,000 $ 57,966 25,733/10,667 $ 168,322/$81,825
John L. Skibski 3,166 $ 19,121 5,834/8,500 $ 45,301/$60,003
Ronald D. LaBeau 81,999 $295,529 43,334/39,667 $ 384,310/$315,687
11
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), subject to the terms of the Plan, (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" 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.
SALARY CONTINUATION AGREEMENTS. Monroe Bank & Trust entered into a Salary
Continuation Agreement with Mr. LaBeau on December 27, 2000, which provides that
Monroe Bank & Trust will pay an annual salary continuation benefit to Mr. LaBeau
or his designated beneficiaries after his retirement. Mr. LaBeau took early
retirement on April 2, 2004. Under the terms of his Salary Continuation
Agreement, he will receive an annual benefit of $57,977, payable commencing upon
his reaching age 65 on December 12, 2009, for a period of ten years.
The Bank entered into a Salary Continuation Agreement with H. Douglas
Chaffin, President and Chief Executive Officer of the Bank, on July 1, 2003.
This agreement provides that the Bank will pay an annual salary continuation
benefit of 65% of his final annual salary, reduced by 50% of his Social Security
benefit, his normal pension benefit,
12
and benefits payable attributable to the portion of the Bank's Section 401(k)
plan arising from employer contributions, to Mr. Chaffin or his designated
beneficiaries for 10 years after his retirement on or after reaching the normal
retirement age of 65.
CHANGE OF CONTROL AGREEMENT. MBT has entered into a Change in Control
Agreement with Mr. Chaffin. The terms of the agreement provide that in the event
of a sale, merger or similar transaction of MBT in which MBT is not the
surviving corporation, Mr. Chaffin is entitled a severance payment equal to his
annual compensation, which is defined to include his then current Salary plus
his previous year's cash bonus. The severance payment is payable in the event of
his involuntary termination of employment within two years of the Change in
Control or his voluntary termination during the period beginning six months
following the Change in Control and ending nine months after the Change in
Control. In addition, Mr. Chaffin is entitled under the terms of the Agreement
to receive certain health, disability, dental, life insurance and other benefits
for a one-year period following a Change in Control. The agreement provides for
the reimbursement of certain excise taxes imposed upon payments received by Mr.
Chaffin, which are deemed "excess parachute" payments under the provisions of
Section 280G of the Internal Revenue Code.
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 2004 to MBT's Chief Executive
Officer, former 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 2004 to each director other than Mr. Chaffin is as
follows: Mr. Daly, $766; Mr. Huner, $747; Mr. Lipford, $3,237; Mr. McIntyre,
$4,360; Mr. Miller, $774; Mr. Sieb, $6,750; and Mr. Swy, $669. Mr. Carlton and
Ms. Wilson did not have life insurance benefits during 2004.
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.
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. Chaffin are compensated for all services
as a director in the following manner: eligible directors receive $800 per board
meeting attended and are entitled to receive a quarterly retainer fee of $2,500,
except for the
13
Chairman of the Board who is entitled to receive a quarterly retainer fee of
$5,000 and the Chairman of the Audit Committee who is entitled to receive a
quarterly retainer fee of $3,750. The members of the Audit, Compensation,
Nominating/Governance, Trust, and Loan Review Committees receive $700 per
committee meeting attended. The Chairs of these committees receive $1,050 for
each meeting at which they act as Chair. As an employee, Mr. Chaffin 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."
MBT has established the MBT Director Compensation Plan (the "Director
Plan.") Under the terms of the Director Plan, non-employee directors may elect
each year to have their quarterly cash retainer paid in any combination of the
following: (i) cash paid on a quarterly basis; (ii) a deferred cash payment
pursuant to the Director Plan; (iii) deferred payment in MBT stock; (iv) MBT
stock; and (v) MBT stock options valued using the Black-Scholes stock option
pricing model. Non-employee directors may elect each year to have their meeting
fees paid in any of the foregoing except MBT options. Amounts deferred are paid
either in a lump sum at termination of service as a director, over a 2-5 year
period specified by the director following termination of service, or a
specified date indicated in the director's initial election. Options granted and
MBT stock issued to directors in connection with the Director Plan are made
pursuant to, and are subject to all of the terms of, the MBT Long-Term Incentive
Compensation Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY. The Board of Directors of MBT has established a
Compensation Committee comprised entirely of independent Directors as determined
by the MBT Corporate Governance Guidelines & Directors' Policy. The Compensation
Committee is responsible for developing and making recommendations to the Board
with respect to MBT's executive compensation policies. There are no interlocking
relationships involving 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 senior management. The Chief Executive Officer does not participate in any
discussions regarding his own compensation.
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.
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- 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 2004. In April 2004, Ronald D. LaBeau retired as
our Chief Executive Officer and the Board of Directors elected H. Douglas
Chaffin to succeed him. As a consequence of Mr. LaBeau's planned retirement, the
Compensation Committee did not provide for any cash incentive compensation for
Mr. LaBeau in 2004 nor award stock options to him in 2004. Mr. LaBeau's salary
for 2004 reported under the "Summary Compensation Table" in this Proxy Statement
reflects his service as our Chief Executive Officer during 2004 to his April 2,
2004 retirement. The Compensation Committee increased Mr. Chaffin's annual base
salary from $186,500 to $225,000, effective with his April 2, 2004 promotion to
Chief Executive Officer to compensate him for his increased responsibilities and
duties, and his 2004 salary reported under the "Summary Compensation Table" in
this Proxy Statement reflects that increase. The Compensation Committee also
increased the level of bonus that Mr. Chaffin would receive for MBT's 2004
performance to reflect his additional responsibilities and duties. During 2004
the Compensation Committee also increased the levels of base salary of the 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, operations and financial performance, and also took
individual performance into account.
The performance of MBT 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 2004.
EXECUTIVE OFFICER COMPENSATION PROGRAM. MBT's executive officer
compensation program is comprised of base salary, annual cash incentive
compensation, long-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 officers, including Executive
Officers. The purpose of the plan is to provide direct financial incentives in
the form of an annual
15
cash bonus to executives to achieve MBT's annual goals. For 2004, 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
officers, 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 and a ratable decrease in
bonus in the case of net operating income below the target goal. MBT met its
threshold goal but did not meet its target goal for net operating income in
2004.
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.
BENEFITS. MBT provides medical and other employee benefits to its
executive officers that are generally available to all fulltime MBT employees.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Chaffin became Chief Executive
Officer April 2, 2004. His annual base salary of $186,500 was increased to
$225,000, effective April 2, 2004, based upon the recommendation of an outside
compensation consultant arising from its survey of other banking companies, as
described above. Mr. LaBeau's annual base salary was increased from $238,000 to
$246,500 on January 1, 2004.
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:
Thomas M. Huner, Chair
Richard A. Sieb
Philip P. Swy
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COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
In 2004 the Compensation Committee members were Thomas M. Huner, Chair,
Richard A. Sieb, and Philip P. Swy. Connie S. Cape and Gerald L. Kiser also
served on the Compensation Committee until their resignations from the board on
November 18, 2004 and January 27, 2005, respectively. No executive officer of
the Company serves on any board of directors or compensation committee of any
entity that compensates any member of the Compensation Committee. The
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 collectibility or present
other unfavorable features. It is expected that similar transactions will occur
in the future. Mr. Chaffin, Chief Executive Officer of the Corporation, does not
participate in any discussions or decisions regarding his own compensation.
MBT FINANCIAL CORP. PERFORMANCE
The following graph shows a comparison of cumulative total shareholder
returns for the Corporation, the Nasdaq Composite Index and the Nasdaq Bank
Index for the five-year period ended December 31, 2004. The total shareholder
return assumes a $100 investment in the common stock of the Corporation, and
each index on December 31, 1999 and that all dividends were reinvested.
[PERFORMANCE GRAPH]
The graph shown above is based on the following data points at December 31
of each year:
1999 2000 2001 2002 2003 2004
------- ------- ------- ------- ------- --------
MBT Financial Corp. $100.00 $ 63.07 $ 67.68 $ 68.30 $ 88.07 $ 127.29
Nasdaq Composite Index $100.00 $ 60.71 $ 47.93 $ 32.82 $ 49.23 $ 53.46
Nasdaq Bank Index $100.00 $114.67 $126.23 $131.93 $171.42 $ 190.26
17
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 2004. 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, Monroe Bank & Trust, pursuant to the terms of a lease entered into
on October 15, 2002, paid D-M Company $64,899 in 2004, and over the ten year
term of the lease, payments will total $739,094 as lease payments for the branch
located at 2517 Fort Street, Wyandotte, Michigan. Mr. Daly is an officer of D-M
Company. The lease agreement was entered into prior to Mr. Daly becoming a
director, and management believes the lease between the Bank and D-M Company was
made on an arms-length basis. Monroe Bank & Trust also paid NC, Inc. owned by
Nicholas J. Carlton, Peter H. Carlton's brother, $175,735 in 2004 for janitorial
services at its branch offices. We anticipate paying NC, Inc. a comparable
amount for these same services in 2005. Monroe Bank & Trust has used NC, Inc.
for janitorial services for several years, beginning prior to Peter H. Carlton's
service as our director. We believe the terms, including price, on which NC,
Inc.'s services are provided are competitive and reflect an arms-length
transaction. Peter H. Carlton has no interest in NC, Inc. and receives no
benefits from the Bank's use of its services. Mr. Lipford is a senior principal
in the law firm of Miller, Canfield, Paddock & 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 2004 were satisfied on a timely basis.
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SHAREHOLDER NOMINATIONS, PROPOSALS AND COMMUNICATIONS
SHAREHOLDER NOMINATIONS
Under MBT's Corporate Governance Guidelines and Directors' Policy, the
Governance Committee of the Board will consider recommendations for nominations
received by shareholders in accordance with the Corporation's Bylaws.
Shareholder recommendations for nomination should be submitted in writing to the
Corporation at its principal office in Monroe, Michigan, and must include the
shareholder's name, address, and the number of shares of the Corporation owned
by the shareholder. In considering recommendations the Governance Committee does
not distinguish between shareholder recommendations and those made by directors.
The recommendation should also include the name, age, business address,
residence address, principal occupation of and number of shares of the
Corporation owned by the recommended candidate for nomination. Shareholder
recommendations must also include the information that would be required to be
disclosed in the solicitation of proxies for the election of directors under
federal securities laws, including the candidate's consent to be elected and to
serve. The Corporation may also require any nominee to furnish additional
information regarding the eligibility and qualifications of the recommended
candidate.
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 notice of the Annual Meeting is
mailed to shareholders or public disclosure of the meeting is made, 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.
SHAREHOLDER PROPOSALS
To be considered eligible for inclusion in the Corporation's Proxy
Statement for the 2006 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, not later than December 2, 2005. Any shareholder who
intends to propose any other matter to be acted upon at the 2006 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
19
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 2006 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 2006 Annual Meeting. Shareholder proposals should be directed
to Mr. Herbert J. Lock, Secretary, MBT Financial Corp., 102 East Front Street,
Monroe, Michigan 48161.
SHAREHOLDER COMMUNICATIONS
Shareholders of the Corporation may send communications to the Board of
Directors through the Corporation's office of Corporate Secretary, MBT Financial
Corp., Inc., 102 E. Front Street, Monroe, Michigan 48161. Communications sent by
qualified shareholders for proper, non-commercial purposes will be transmitted
to the Board of Directors or the appropriate committee, as soon as practicable.
SELECTION OF AUDITORS
The Audit Committee has retained Plante & Moran, PLLC as MBT's independent
registered public accounting firm for 2005. Representatives of Plante & Moran,
PLLC will be in attendance at the Annual Meeting of Shareholders, and such
representatives will have an opportunity to make a statement if they desire to
do so, and will be available to respond to appropriate questions.
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.
20
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, H. Douglas Chaffin,
James E. Morr, and John L. Skibski 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
Meyer Theater at the La-Z-Boy Center at the Monroe
County Community College, 1555 S. Raisinville Road,
Monroe, Michigan 48161, on Thursday, May 5, 2005 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.)
Peter H. Carlton William D. McIntyre, Jr
H. Douglas Chaffin Michael J. Miller
Joseph S. Daly Philip P. Swy
Thomas M. Huner Karen M. Wilson
Rocque E. Lipford
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 ______________, 2005.
___________________________________________
(L.S.)
___________________________________________
(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.