SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of security to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
(5) Total fee paid:
_________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
1
(MBT LOGO)
MBT FINANCIAL CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 4, 2006
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 S. Raisinville Road, Monroe, Michigan 48161 on Thursday, May 4, 2006, at
10:00 a.m. (local time), for the following purposes:
1. ELECTION OF DIRECTORS - To elect ten 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, 2006 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.
MBT FINANCIAL CORP.
102 EAST FRONT STREET
MONROE, MICHIGAN 48161
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 4, 2006
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, 2006.
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 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.
1
MEETING INFORMATION
DATE, PLACE AND TIME
The Annual Meeting of Shareholders of the Corporation will be held on
Thursday, May 4, 2006, at 10:00 a.m., local time, in the Meyer Theater at the
La-Z-Boy Center at Monroe County Community College, 1555 S. Raisinville Road,
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 15, 2006 (the "Record Date") has been fixed
as the record date for the determination of shareholders entitled to vote at the
Annual Meeting. There were 1,295 record holders of the Corporation's common
shares and 17,074,470 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 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, 2006.
COMMON SHARES
NAME OF BENEFICIAL OWNER OWNED (1) PERCENT OF CLASS
- ------------------------ ------------- ----------------
Peter H. Carlton 43,776 *
H. Douglas Chaffin 51,456(2) *
Joseph S. Daly 2,779(3) *
Thomas M. Huner 30,000 *
Donald M. Lieto 41,341(4) *
Rocque E. Lipford 53,402(5) *
William D. McIntyre, Jr 56,099(6) *
Michael J. Miller 29,909(7) *
2
James E. Morr 96,128(8) *
Thomas G. Myers 25,001(9) *
Debra J. Shah 0 *
John L. Skibski 22,505(10) *
Philip P. Swy 9,073(11) *
Karen M. Wilson 1,000 *
All Directors, Nominees
and Executive Officers
as a Group (14 in group) 462,469 2.7%
* 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 44,001 shares subject to options, which are presently exercisable.
(3) Includes 2,779 shares subject to shared voting and investment power.
(4) Includes 166 shares subject to shared voting and investment power and
36,401 shares subject to options, which are presently exercisable.
(5) Includes 277 shares subject to shared voting and investment power and 3,407
shares subject to options, which are presently exercisable and 35,000
shares held in trusts for which the director, as co-trustee, has shared
voting and investment power.
(6) Includes 3,407 shares subject to options, which are presently exercisable.
(7) Includes 29,909 shares subject to shared voting and investment power.
(8) Includes 43,101 shares subject to options, which are presently exercisable.
(9) Includes 22,001 shares subject to options, which are presently exercisable.
(10) Includes 3,210 shares subject to shared voting and investment power and
14,335 shares subject to options, which are presently exercisable.
(11) Includes 5,070 shares subject to shared voting and investment power and
3,093 shares subject to options, which are presently exercisable.
As of February 28, 2006, 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 2,233,008(1) 13.1%
John F. Weaver
305 West Elm Avenue
Monroe, Michigan 48162 900,000 5.3%
(1) These shares are held in various fiduciary capacities in the ordinary
course of business under numerous trust relationships by Monroe Bank &
Trust. As
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fiduciary, Monroe Bank & Trust has sole power to dispose of 1,767,564 of
these shares, shared power to dispose of 465,444 of these shares, sole
power to vote 523,690 of these shares and shared power to vote 69,062 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 2007, 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, Debra J. Shah, Philip P. Swy, and Karen M.
Wilson each of whom, other than Debra J. Shah, is currently a director of the
Corporation. Mrs. Shah was recommended for nomination by non-management
directors of the Corporation who are also shareholders of MBT.
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 and nominees 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, Debra J. Shah,
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 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's 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
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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
2005, eight of the nine 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 OFFICES DIRECTOR
NAME AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS HELD WITH MBT SINCE
- ---- --- -------------------------------------------------- -------------------------- --------
Peter H. Carlton 57 Member, Cooley, Hehl, Wohlgamuth & Carlton, PLLC, Director 2004
a Certified Public Accounting firm
H. Douglas Chaffin (1) 50 President and Chief Executive Officer (2004-2005); President, Chief Executive 2004
President and Chief Operating Officer (2003-2004), Officer and a Director
Executive Vice President, Senior Lending Manager
(2001-2002).
Joseph S. Daly 46 President and General Counsel, Daly Merritt Inc., Director 2003
an independent insurance agency, and Manager, DM
Investments, LLC doing business as DM Company, a
real estate investment firm.
Thomas M. Huner 56 General Partner, Thomas M. Huner Builders, a home Director 2000
building company.
Rocque E. Lipford 67 Attorney and Principal, Miller, Canfield, Paddock Director 1981
and Stone, P.L.C.; Director, La-Z-Boy Inc.
William D. McIntyre, Jr. 70 Chairman and Chief Executive Officer (2003-2005), Chairman of the Board of 1971
President and Chief Executive Officer (2001-2003), Directors
Allegra Network, LLC, a franchisor of printing
businesses.
Michael J. Miller 57 Chief Executive Officer, Floral City Beverage, Director 2000
Inc., a wholesale beer distributor.
5
Debra J. Shah 59 President, Sensational Beginnings, a catalog and
internet retailer of children's products.
Philip P. Swy 52 President, Michigan Tube Swagers & Fabricators, Director 1997
Inc., a hospitality table and chair manufacturer
marketing as MTS Seating.
Karen M. Wilson 61 Chairman and Chief Executive Officer, Central Director 2005
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 2005. In 2005, 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. Carlton, Chair, and Messrs. McIntyre, Miller, and
Swy.)
The Audit Committee met thirteen times during 2005. 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 2005 appears under the caption "Audit Committee Report."
6
COMPENSATION COMMITTEE. (Mr. Huner, Chair, and Messrs. Miller and Swy.)
The Compensation Committee met four times during 2005. 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. 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 2005 compensation appears under the caption "Report of Compensation
Committee on Executive Compensation."
GOVERNANCE COMMITTEE. (Mr. McIntyre, Chair, and Messrs. Carlton, Huner and
Lipford.)
The Governance Committee met two times in 2005. 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 ten and has nominated ten individuals for election as
director.
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
7
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 and
the letter from the independent auditors required by the Independence Standards
Board (including Independence Standards Board Standard No. 1), and considered
the compatibility of permitted non-audit 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, 2005 for filing with the Securities and Exchange
Commission.
Peter H. Carlton, Chair
William D. McIntyre, Jr.
Michael J. Miller
Philip P. Swy
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to MBT for the
fiscal years ended December 31, 2005 and December 31, 2004 by Plante & Moran,
PLLC, MBT's principal accounting firm.
2005 2004
-------- --------
Audit Fees $192,800 $100,405
Audit-Related Fees 58,950(a) 62,202(a)
Tax Fees 11,100(b) 8,560(b)
All Other Fees 40,675(c) 42,650(c)
-------- --------
$303,525 $213,817
======== ========
(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.
8
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, 2005, 2004 and 2003, unless otherwise noted
below. This information includes compensation of management by the Corporation's
subsidiaries.
EXECUTIVE COMPENSATION. The following table sets forth the annual and
long-term compensation for MBT's Chief Executive Officer 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............................ 2005 $254,250 $ 0 28,000 $25,389
President and 2004 214,635 156,589 20,000 25,139
Chief Executive Officer 2003 159,000 29,765 20,000 9,983
Thomas G. Myers............................... 2005 $131,400 $ 0 12,500 $13,290
Executive Vice President, Chief Lending 2004 122,400 47,709 12,500 12,626
Manager 2003 105,888 16,519 12,500 4,323
James E. Morr................................. 2005 $128,100 $ 0 12,500 $20,127
Executive Vice President, Senior Wealth 2004 122,100 47,592 12,500 19,303
Management Officer and General Counsel 2003 110,400 17,222 12,500 14,248
9
John L. Skibski................................ 2005 $122,000 $ 0 11,000 $12,419
Executive Vice President and Chief Financial 2004 108,200 42,188 11,000 11,002
Officer 2003 91,615 14,412 3,500 9,219
Donald M. Lieto................................ 2005 $120,600 $ 0 11,000 $12,500
Executive Vice President, Senior 2004 110,600 43,121 11,000 11,425
Administration Manager 2003 92,808 14,478 11,000 11,487
(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, $20,107; Mr. Myers, $12,837;
Mr. Morr, $18,877; Mr. Skibski, $12,200; and Mr. Lieto $12,060; and (2) the
economic benefit of life insurance coverage provided for the executive
officers: for the benefit of Mr. Chaffin, $5,282; for the benefit of Mr.
Myers, $453; for the benefit of Mr. Morr, $1,250; for the benefit of Mr.
Skibski, $219; and for the benefit of Mr. Lieto $440.
OPTION GRANTS TABLE. The following table presents information about stock
options granted during 2005 to the named executive officers.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
---------------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE EXPIRATION GRANT DATE
NAME GRANTED (#)(1) FISCAL YEAR PRICE($/SH) DATE PRESENT VALUE(2)
---- -------------- ------------- ----------- --------------- ----------------
H. Douglas Chaffin 28,000 20.59% $23.40 January 3, 2015 $142,800
Thomas G. Myers 12,500 9.19% $23.40 January 3, 2015 $ 63,750
James E. Morr 12,500 9.19% $23.40 January 3, 2015 $ 63,750
John L. Skibski 11,000 8.09% $23.40 January 3, 2015 $ 56,100
Donald M. Lieto 11,000 8.09% $23.40 January 3, 2015 $ 56,100
(1) All options are nonqualified stock options which vest ratably over a
three-year period commencing December 31, 2005. 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 $5.10 per share using the
Black-Scholes stock option pricing model. In making this calculation, it
was assumed that the average exercise period was 7 years, the volatility
rate was 24.3%, the risk-free rate of return was 3.8%, and the dividend
yield was 3.5%.
OPTION EXERCISES AND YEAR-END VALUE TABLE. The following table presents
information about stock options exercised during 2005 and unexercised stock
options at December 31, 2005 for the five named executive officers.
10
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN 2005 AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT
SHARES ACQUIRED VALUE DECEMBER 31, 2005(#) DECEMBER 31, 2005($)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------- ------------------------- -------------------------
H. Douglas Chaffin 4,000 $21,360 44,001/25,332 $62,483/$0
Thomas G. Myers 3,000 $17,355 22,001/12,499 $28,500/$0
James E. Morr 2,500 $13,363 43,101/12,499 $30,075/$0
John L. Skibski 0 $ 0 14,335/10,999 $ 9,352/$0
Donald M. Lieto 0 $ 0 36,401/10,999 $27,834/$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), 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.
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 of nonqualified stock options 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
11
the end of one year from termination. An option holder whose service is
terminated for cause forfeits all unexercised stock options.
SALARY CONTINUATION AGREEMENTS. 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, 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 AND SEVERANCE AGREEMENTS. 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 to 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 or demotion within two years
of the "change in control" as defined in the agreement, 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. The agreement also imposes confidentiality obligations on
Mr. Chaffin and obligates him not to compete with MBT for a period of one year
after termination of employment regardless of the reason for termination.
MBT has also entered into identical agreements with Messrs. Lieto, Morr,
Myers and Skibski providing for certain severance payments following termination
of employment other than for cause. In the event MBT terminates the employment
of the executive, without cause, prior to a "change in control," as that term is
defined in each of the agreements, the executive is entitled to receive as
severance pay one year of his base salary. In the event such termination of
employment, without cause, occurs within one year after a change in control, the
executive is entitled to severance pay equal to one year of his base salary,
plus an amount equal to his average annual cash bonus for the prior three year
period. Under the terms of the agreements, severance payments are payable as
follows. If a qualifying termination occurs prior to a change in control, 50% of
the severance payment is disbursed in a lump sum upon termination, with the
remaining amount payable over the twelve months immediately following
termination. In the event the qualifying termination occurs within one year
following a change in control, the entire severance payment is due within ten
days after the executive's termination. In addition, MBT is obligated to pay the
COBRA premiums for the continuation of healthcare benefits for the executive and
his eligible dependants for the twelve month
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period following termination of employment. The agreement also provides
confidentiality obligations on the part of the executives and obligates them not
to compete with MBT for a period of one year after termination of employment,
regardless of the reason for termination.
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 2005 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 2005 to each
director other than Mr. Chaffin is as follows: Mr. Daly, $553; Mr. Huner,
$1,408; Mr. Lipford, $6,232; Mr. McIntyre, $4,502; Mr. Miller, $1,729; and Mr.
Swy, $1,034. Mr. Carlton and Ms. Wilson did not have life insurance benefits
during 2005.
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 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 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, Wealth Management, 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
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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 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.
- 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 2005.
MBT increased the base salary levels of its executive officers and awarded
them stock options in 2005. MBT's executive officers did not receive any cash
bonuses for
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2005. The Compensation Committee's policies with respect to compensation of
MBT's executive officers for 2005 are set forth in greater detail below.
EXECUTIVE OFFICER COMPENSATION PROGRAM. MBT's executive officer
compensation program for 2005 was comprised of base salary, the opportunity to
earn 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 cash bonus to executives to achieve MBT's annual goals.
For 2005, 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 did not meet its threshold goal for net operating income in 2005 and
accordingly, the executive officers did not receive any cash bonus payments.
LONG-TERM INCENTIVES. Stock options awarded under the Long-Term Incentive
Compensation Plan constituted 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's annual base salary of
$225,000 was increased to $254,250, effective January 1, 2005, based upon the
15
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.
COMPENSATION COMMITTEE
Thomas M. Huner, Chair
Michael J. Miller
Philip P. Swy
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
In 2005 the Compensation Committee members were Thomas M. Huner, Chair,
Michael J. Miller, and Philip P. Swy. 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, 2005. The total shareholder
return assumes a $100 investment in the common stock of the Corporation, and
each index on December 31, 2000 and that all dividends were reinvested.
16
MBT FINANCIAL CORP.
COMPARISION OF CUMULATIVE TOTAL RETURN TO SHAREHOLDERS
DECEMBER 31, 2000 THROUGH DECEMBER 31, 2005
(PERFORMANCE GRAPH)
The graph shown above is based on the following data points at December 31 of
each year:
2000 2001 2002 2003 2004 2005
------- ------- ------- ------- ------- -------
MBT Financial Corp. $100.00 $107.30 $108.29 $138.38 $201.81 $146.87
Nasdaq Composite Index $100.00 $ 78.95 $ 54.06 $ 81.09 $ 88.06 $ 89.27
Nasdaq Bank Index $100.00 $110.08 $115.05 $149.48 $165.92 $158.73
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 2005. 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 DM Company $79,480 in 2005, 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 Manager and part
owner of DM Investments, LLC, doing business as DM Company, a real estate
investment firm. The lease agreement
17
was entered into prior to Mr. Daly becoming a director, and management believes
the lease between the Bank and DM Company was made on an arms-length basis.
Monroe Bank & Trust purchased employee benefits insurance coverage in 2005
for which Daly Merritt, Inc. received $41,140 in commissions. Monroe Bank &
Trust anticipates renewing these insurance policies in 2006, for which Daly
Merritt, Inc. would receive additional commissions anticipated to be
approximately $96,000. Mr. Daly is President, General Counsel and part owner of
Daly Merritt, Inc.
Monroe Bank & Trust also paid NC, Inc. owned by Nicholas Carlton, Peter H.
Carlton's brother, $172,455 in 2005 for janitorial services at its branch
offices. We anticipate paying NC, Inc. a comparable amount for these same
services in 2006. 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 principal of 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 2005 were satisfied on a timely basis.
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
18
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 we mail notice of the Annual
Meeting to you or make 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.
SHAREHOLDER PROPOSALS
To be considered eligible for inclusion in the Corporation's Proxy
Statement for the 2007 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, 2006. Any shareholder who
intends to propose any other matter to be acted upon at the 2007 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 2007 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
2007 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.
19
SELECTION OF AUDITORS
The Audit Committee has retained Plante & Moran, PLLC as MBT's independent
registered public accounting firm for 2006. 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.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
If you share an address with another MBT shareholder, you may request our
transfer agent, American Stock Transfer and Trust Company, to deliver one set of
voting materials to your address. You will then receive only one set of voting
materials at that address, unless otherwise requested by one or more of the
shareholders at that address. A separate proxy card is included in the voting
materials for each of these shareholders. If you have only received one set, you
may request separate copies of the voting materials at no additional cost to you
by calling American Stock Transfer and Trust Company at (800) 937-9449 or by
writing to American Stock Transfer and Trust Company at American Stock Transfer
and Trust Company, 59 Maiden Lane, New York, NY 10038.
You may also contact American Stock Transfer and Trust Company by calling
or writing if you would like to receive separate voting materials for future
annual meetings.
You may request that we send you and the other shareholders who share an
address with you only one set of voting materials by calling American Stock
Transfer and Trust Company at (800) 937-9449 or by writing to American Stock
Transfer and Trust Company at American Stock Transfer and Trust Company, 59
Maiden Lane, New York, NY 10038.
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 4, 2006 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.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
ANNUAL MEETING OF SHAREHOLDERS OF
MBT FINANCIAL CORP.
MAY 4, 2006
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTOR OF EACH OF
THE NOMINEES LISTED BELOW.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of Directors - Te elect a board of Directors for the ensuing year.
NOMINEES:
[ ] FOR ALL NOMINEES - Peter H. Carlton
- H. Douglas Chaffin
[ ] WITHHELD AUTHORITY - Joseph S. Daly
FOR ALL NOMINEES - Thomas M. Huner
- Rocque E. Lipford
[ ] FOR ALL EXCEPT - William D. McIntyre, Jr.
(See instructions below) - Michael J. Miller
- Debra J. Shah
- Philip P. Swy
- Karen M. Wilson
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: [ ]
To change the address on your account, please check the box at the right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method.
[ ]
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.
THIS PROXY IS REVOCABLE AND IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Signature of Shareholder Date:
------------------------------- ---------------
Signature of Shareholder Date:
------------------------------- ---------------
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.