Executive Retirement



AMENDED AND RESTATED

                           CHANGE IN CONTROL AGREEMENT

                                 JANUARY 3, 2006

 

     This is an amended and restated agreement (the "Agreement") of that certain

agreement by and between MBT Financial Corp., a Michigan Corporation ("MBT") and

H. Douglas Chaffin ("Executive") dated July 30, 2001.

 

                                    RECITALS

 

     WHEREAS, MBT is a bank holding company whose principal subsidiary is

engaged in the business of banking and businesses incidental thereto.

 

     WHEREAS, Executive possesses unique skills, knowledge and experience

relating to the business of MBT.

 

     WHEREAS, MBT desires to retain the future services of Executive, and, in

that connection, Executive desires to be assured that, in the event of a change

in the control of MBT, Executive will be provided with an adequate severance

payment for termination without cause or as compensation for Executive's

severance because of a material change in his duties and functions.

 

     WHEREAS, MBT desires to be assured of the objectivity of Executive in

evaluating a potential change of control and advising whether or not a potential

change of control is in the best interest of MBT and its shareholders.

 

     WHEREAS, MBT desires to induce Executive to remain in the employ of the

Company following a change of control to provide for continuity of management.

 

     NOW, THEREFORE, in consideration of the premises and of their mutual

covenants expressed in this Agreement, the parties hereto make the following

agreement, intending to be legally bound thereby:

 

SECTION 1 - DEFINITIONS.

 

A.   Board - "Board" shall mean the Board of Directors of MBT.

 

B.   MBT -"MBT" means MBT Financial Corp., a Michigan corporation and the parent

     corporation of Monroe Bank & Trust.

 

C.   Cause - "Cause" shall mean and be limited to Executive's (a) criminal

     dishonesty, (b) refusal to perform his duties on an exclusive and

     substantially full-time basis, (c) refusal to act in accordance with any

     specific substantive instructions given by Company with respect to

     Executive's performance of duties normally associated with his position

     prior to the Change in Control, or (d) engaging in conduct which could be

     materially damaging to Company without a reasonable good faith belief that

     such conduct was in the best interest of Company.

 

D.   Change in Control - "Change in Control" shall have the meaning set forth on

     Exhibit A.

 

E.   Code - "Code" shall mean the Internal Revenue Code of 1986, as amended from

     time to time.

 

F.   Company - "Company" means MBT, Monroe Bank & Trust and all other members of

     MBT's Affiliated Group, over which Executive has managerial control, as the

     term "Affiliated Group" is defined in Section 1504 of the Code, and shall

     include any predecessor or successor corporations of the Company and its

     Affiliated Group.

 

G.   Compensation - "Compensation" shall mean Executive's then current annual

     base salary plus any cash bonuses for the last whole calendar year

     preceding Executive's termination of employment. Compensation shall not

     include any amount, other than base salary and cash bonuses, included in

     Executive's taxable compensation for federal income tax purposes and

     reported to Executive and Internal Revenue Service ("IRS") such as the

     reporting of previously deferred compensation or gain realized upon

     exercise of any non qualified stock options.

 

H.   Exchange Act - "Exchange Act" means the Securities Exchange Act of 1934.

 

SECTION 2 - TERM OF AGREEMENT.

 

This Agreement shall terminate on the date which is the latest of: (i) Company's

payment of any amounts due under Section's 4 and 6, (ii) the performance of

Executive's obligations under Section 9 hereof, and (iii) the earliest of:

 

     1.   The date this Agreement is mutually rescinded;

 

     2.   The date which is two (2) years after the date of a Change in Control.

 

     3.   Before a Change in Control, on the date which Monroe Bank & Trust, or

          any other member of the Company's Affiliated Group, and over which

          Executive has managerial control, which is a depository institution

          which is insured by an agency of any state or the United States

          Federal Government:

 

          a.   becomes insolvent; or

 

          b.   has appointed any conservator or receiver; or

 

          c.   is determined by an appropriate federal banking agency to be in a

               troubled condition, as defined in the applicable law and

               regulations; or

 

          d.   is assigned a composite rating of 4 or 5 by the appropriate

               federal banking agency or is informed in writing by the Federal

               Deposit Insurance Corporation that it is rated a 4 or 5 under the

               Uniform Financial Institution's Rating System of the Federal

               Financial Institutions Examination Council; or

 

          e.   has initiated against it by the Federal Deposit Insurance

               Corporation a proceeding to terminate or suspend deposit

               insurance; or

 

          f.   reasonably determines in good faith and with due care that the

               payments called for under this Agreement, or the obligations and

               promises assumed and made under this Agreement have become

               proscribed under applicable law or regulations. Provided,

               however, if such law or regulations apply prospectively only, or

               for some other reason do not apply to this Agreement, then this

               Agreement shall not be deemed by Company to be proscribed.

 

SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL.

 

From the date of a Change in Control to the date of termination of this

Agreement Executive shall receive as compensation, while still employed by

Company, a salary at a rate no less than the highest rate in effect during the

one-year period before the Change in Control, and shall, in addition, be

entitled to receive a bonus equal to at least the average of the last three

years bonuses paid before the Change in Control. In addition, during such

period, the Company shall pay and provide for Executive at no cost to Executive,

all of his then-current fringe benefits, including but not limited to health,

disability, dental, life insurance and club memberships, all of which shall be

at levels and amounts no less favorable than levels and amounts in effect as of

the Change in Control.

 

SECTION 4 - PAYMENTS DUE AFTER A CHANGE IN CONTROL.

 

A.   If during the term of this Agreement and after the date of a Change in

     Control, Executive is discharged without Cause or Executive resigns because

     he has: (i) been demoted, (ii) had his compensation reduced, (iii) had his

     principal place of employment transferred away from Monroe County,

     Michigan, or a county contiguous thereto, or (iv) had his job title, status

     or responsibility materially reduced, then the Company shall make the

     payments to Executive set forth in subsection D of this Section 4.

 

B.   If Executive voluntarily terminates employment not earlier than six (6)

     months and not later than nine (9) months following a Change in Control,

     then the Company shall make the payments to Executive set forth in

     subsection D of this Section 4.

 

C.   If Executive is discharged by Company other than for Cause and there is a

     Change in Control within two years following the discharge, then the

     Company shall make the payments to Executive set forth in subsection D of

     this Section 4.

 

D.   In the event of the termination of Executive's employment as described in

     A, B or C above, Executive shall be entitled to receive a cash payment

     equal to one (1) times his Compensation. The payment required shall be paid

     at the end of the first month commencing after the Executive's termination

     of employment in the case of a benefit entitlement under Subsection A, or B

     above. In the event of termination of employment as described in C above,

     payment shall be made immediately upon the Change in Control. If

     Executive's employment is terminated as described in Subsection A or

     Subsection B above, then in addition to the above cash payment, Company

     shall make an additional cash payment equal to twelve months of the then

     current cost of any club memberships provided by the Company for the

     benefit of Executive and continue at no cost to Executive for the term of

     the Benefit Period as defined below, Executive's coverage in Company's

     health, disability, dental, and life insurance at the same levels that had

     been provided immediately prior to his termination of employment. The

     Benefit Period shall commence on the date of termination of the Executive's

     employment and shall end on the last day of the 12th consecutive whole

     month thereafter.

 

     In the event Executive dies before collecting all amounts and benefits due

     under this Section, any payments owing shall be paid to the person or

     persons as stated in the last designation of beneficiary concerning this

     Agreement signed by Executive and filed with Company, and if not, then to

     the personal representative of Executive.

 

     The payments and benefits provided for herein are in lieu of compensation,

     benefits or amounts the Executive might otherwise be entitled to under the

     Company's severance policy or otherwise payable by the Company be reason of

     termination of employment.

 

E.   In the event the payments required under this Agreement, when added

     together with any other amounts required to be included by Executive under

     the provisions of the Code, result in an "Excess Parachute Payment," as

     that term is defined in Section 280G of the Code, then the amount of the

     payments provided for in this agreement

 

     shall be increased in an amount equal to 250% of any excise tax imposed

     under Section 4999 (or any successor thereto) of the Code and otherwise

     payable by the Executive.

 

F.   Any subsequent employment by Executive shall not reduce the obligation of

     the Company to make the full payments and provide the full benefits

     specified herein and Executive shall have no obligation to seek other

     employment or otherwise mitigate the effect of his discharge from

     employment.

 

G.   Notwithstanding the provisions of this agreement providing for payment of

     benefits, if at the time a benefit would otherwise be payable, Employee is

     a "specified employee" [as defined below], and the payment provided for

     would be deferred compensation with the meaning of the Internal Revenue

     Code (the "Code"), section 409A, the distribution of the Employee's benefit

     may not be made until six months after the date of the Employee's

     separation from service with the Company [as that term may be defined in

     Section 409A(a)(2)(A)(i) of the Code and regulations promulgated

     thereunder], or, if earlier the date of death of the Employee. This

     requirement shall remain in effect only for periods in which the stock of

     the Company is publicly traded on an established securities market. For

     purposes of this subparagraph a "specified employee" shall mean any

     Employee of the Company who is a "key employee" of the Company within the

     meaning of Code section 416(i). This shall include any Employee who is (i)

     a 5-percent owner of the Company's common stock, or (ii) an officer of the

     Company with annual compensation from the Company of $130,000.00 or more,

     or (iii) a 1-percent owner of Company's common stock with annual

     compensation from the Company of $150,000.00 or more (or such higher annual

     limit as may be in effect for years subsequent to 2005 pursuant to indexing

     section 416(i) of the Code). The provisions of this subparagraph have been

     adopted only in order to comply with the requirements added by Code section

     409A. These provisions shall be interpreted and administered in a manner

     consistent with the requirements of Code section 409A, together with any

     regulations or other guidance which may be published by the Treasury

     Department or Internal Revenue Service interpreting such Code section 409A.

 

SECTION 5 - QUALIFIED AND NON-QUALIFIED RETIREMENT PENSION PLANS.

 

Nothing in this Agreement shall reduce any pension benefits or benefits from

other qualified or non-qualified retirement plans maintained by Company to which

Executive is otherwise entitled without regard to this Agreement.

 

SECTION 6 - PROVISION FOR OUTPLACEMENT SERVICES.

 

In the event of the termination of employment of Executive requiring the

payments specified in Section 4 of this Agreement, Executive shall be entitled

to six months of out-placement services following termination of employment.

Such services shall include employment counseling, resume services, executive

placement services and similar services generally provided to executives by

professional executive out placement service providers. All costs of such out

placement services shall be paid for by the Company.

 

SECTION 7 - ARBITRATION.

 

Subject to the Company's right to seek injunctive relief under Section 9 of this

Agreement, the parties hereto agree to arbitrate any issue, misunderstanding,

disagreement or dispute in connection with the terms in effect in this Agreement

in accordance with the Rules of the American Arbitration Association, before one

arbitrator mutually agreeable to the parties. If either party determines that

the parties have been unable to agree upon one arbitrator, then such party may

appoint one arbitrator and require the other party to appoint a second

arbitrator. Whereupon, the two appointed arbitrators shall appoint a third

neutral arbitrator. If the arbitrators selected by the parties are unable or

fail to agree upon the third arbitrator, the American Arbitration Association

shall select the third arbitrator. Failure by a party to either (i) accept as

mutually agreeable, or (ii) appoint an arbitrator, within 30 days of receipt of

notice of the appointment of an arbitrator by the other party, shall be deemed

as acceptance of arbitration by such single arbitrator. The arbitration shall

occur in Monroe, Michigan, or such other place as mutually agreed upon. The

prevailing party shall be entitled to recover any and all costs associated with

any arbitration proceeding (and any subsequent proceeding to enforce rights

thereunder) including the recovery of reasonable attorneys fees. Judgement on

the award rendered by the arbitrator(s) may be entered in any court having

jurisdiction thereof.

 

SECTION 8 - RIGHT TO OTHER BENEFITS.

 

Except as otherwise specified herein, nothing in this Agreement shall abridge,

eliminate, or cause Executive to lose Executive's right or entitlement to any

other Company benefit to which Executive may be entitled due to his status as an

employee under any plan or policy of Company on such terms and conditions as are

required of any employee under any plan or policy of Company. Further, nothing

in this Agreement shall create in Executive any greater rights or entitlements,

except as specified in this Agreement. The plans and policies referred to in

this Section 8 include, but are

 

not limited to, life insurance plans, dental, disability or health insurance

benefits, severance policies, club memberships, and accrued vacation pay.

 

SECTION 9 - NONCOMPETITION AND NONSOLICITATION AGREEMENT AND BUSINESS

PROTECTION.

 

Notwithstanding anything to the contrary contained elsewhere in this Agreement:

 

A.   Noncompetition Agreement and Nonsolicitation Agreement

 

     1.   In view of Executive's importance to the success of the Company,

          Executive and Company agree that the Company would likely suffer

          significant harm from Executive's competing with Company during

          Executive's term of employment with Company and for some period of

          time thereafter. Accordingly, Executive agrees that Executive shall

          not engage in competitive activities while employed by Company and

          during the Restricted Period. Executive shall be deemed to engage in

          competitive activities if he shall, without the prior written consent

          of the Company, (i) in Monroe County, Michigan and counties contiguous

          thereto (including the municipalities therein), render services

          directly or indirectly, as an employee, officer, director, consultant,

          advisor, partner or otherwise, for any organization or enterprise

          which competes directly or indirectly with the business of Company or

          any of its affiliates in providing financial products or services

          (including, without limitation, banking, insurance, or securities

          products or services) to consumers and businesses, or (ii) directly or

          indirectly acquires any financial or beneficial interest in (except as

          provided in the next sentence) any organization which conducts or is

          otherwise engaged in a business or enterprise in Monroe County,

          Michigan, and counties contiguous thereto (including all

          municipalities therein) which competes directly or indirectly with the

          business of Company or any of its affiliates in providing financial

          products or services (including, without limitation, banking,

          insurance or securities products or services) to consumers and

          businesses. Notwithstanding the preceding sentence, Executive shall

          not be prohibited from owning less that 1 percent of any publicly

          traded corporation, whether or not such corporation is in competition

          with Company. For purposes of this paragraph 9 the term "Restricted

          Period" shall equal one year, commencing as of the date of Executive's

          termination of employment.

 

     2.   While employed by Company and for a period of one (1) year following

          Executive's termination of employment with Company, Executive agrees

          that Executive shall not, in any manner, directly or indirectly, (i)

          solicit by mail, by telephone, by personal meeting, or by any other

          means, either directly or indirectly, any customer or prospective

          customer of Company to whom Executive provided services, or for whom

          Executive transacted business, or whose identity become known to

          Executive in connection with Executive's services to Company

          (including employment with or services to any predecessor or successor

          entities), to transact business with a person or an entity other than

          the Company or its affiliates or reduce or refrain from doing any

          business with the Company or its affiliates or (ii) interfere with or

          damage (or attempt to interfere with or damage) any relationship

          between Company or its affiliates and any such customer or prospective

          customer. The term "solicit" as used in this Agreement means any

          communication of any kind whatsoever, inviting, encouraging or

          requesting any person to take or refrain from taking any action with

          respect to the business of Company and its subsidiaries.

 

     3.   While employed by Company and for a period of one (1) year following

          Executive's termination of employment with Company, Executive agrees

          that Executive shall not, in any manner, directly or indirectly,

          solicit any person who is an employee of Company or any of its

          affiliates to apply for or accept employment or a business opportunity

          with any other person or entity.

 

     4.   The parties agree that nothing herein shall be construed to limit or

          negate the common law of torts or trade secrets where it provides

          broader protection than that provided herein.

 

B.   Confidential Information

 

Executive has obtained and may obtain confidential information concerning the

businesses, operations, financial affairs, organizational and personnel matters,

policies, procedures and other non-public matters of Company and its affiliates,

and those of third-parties that is not generally disclosed to persons not

employed by Company or its subsidiaries. Such information (referred to herein as

the "Confidential Information") may have been or may be provided in written form

or orally. Executive shall not disclose to any other person the Confidential

Information at any time during his employment with Company or after the

termination of his employment, provided that Executive may disclose such

Confidential Information only to a person who is then a director, officer,

employee, partner, attorney or agent of Company who, in Executive's reasonable

good faith judgment, has a need to know the Confidential Information.

 

C.   Remedies

 

     1.   Executive acknowledges that a violation on Executive's part of this

          Section 9 would cause immeasurable and irreparable damage to Company.

          Accordingly, Executive agrees that notwithstanding Section 7 hereof,

          Company shall be entitled to injunctive relief in any court of

          competent jurisdiction for any actual or threatened violation of any

          of the provisions of this Section 9, in addition to any other remedies

          it may have.

 

     2.   In addition to Company's right to seek injunctive relief as set forth

          in subparagraph 1 above of this Section 9.C, in the event that

          Executive shall violate the terms and conditions of this Section 9,

          Company may: (i) make a general claim for damages and (ii) terminate

          any payments or benefits payable by Company, if applicable, to

          Executive.

 

     3.   The Board shall be responsible for determining whether Executive shall

          have violated this Section 9, and in the absence of Executive's

          ability to show that the Board has acted in bad faith and without fair

          dealing, such decision will be final and binding. Upon the request of

          Executive, the Company shall provide an advance opinion as to whether

          a proposed activity would violate the provisions of this Agreement.

 

SECTION 10 - NOTICE AND PAYMENTS.

 

All payments required or permitted to be made under the provisions of this

Agreement, and all notices and other communications required or permitted to be

given or delivered under this Agreement to Company or to Executive, which

notices or communications must be in writing, shall be deemed to have been given

if delivered by hand, or mailed by first-class mail, addressed as follows:

 

A.   If to Company:

 

     MBT Financial Corp

     102 E. Front Street

     Monroe, MI 48161

     Attn: Chairman, Compensation Committee

 

B.   If to Executive:

 

     H. Douglas Chaffin

     c/o MBT Financial Corp

     102 E. Front Street

     Monroe, MI 48161

 

Company or Executive may, by notice given to the other from time to time and at

any time, designate a different address for making payments required to be made,

and for the giving of notices or other communications required or permitted to

be given, to the party designating such new address.

 

SECTION 11 - PAYROLL TAXES.

 

Any payment required or permitted to be made or given to Executive under this

Agreement shall be subject to the withholding and other requirements of

applicable laws, and to the deduction requirements of any benefit plan

maintained by Company in which Executive is a participant, and to all reporting,

filing and other requirements in respect of such payments, and Company shall use

it best efforts promptly to satisfy all such requirements.

 

SECTION 12 - GOVERNING LAW.

 

This Agreement shall be governed by and construed in accordance with the laws of

the State of Michigan.

 

SECTION 13 - DUPLICATE ORIGINALS.

 

This Agreement may be executed in one or more counterparts, each of which shall

be deemed to be a duplicate original, but all of which, taken together, shall

constitute a single instrument.

 

SECTION 14 - CAPTIONS.

 

The captions contained in this Agreement are included only for convenience of

reference and do not define, limit, explain or modify this Agreement or its

interpretations, construction or meaning and are in no way to be construed as a

part of this Agreement.

 

SECTION 15 - SEVERABILITY.

 

If any provision of this Agreement or the application of any provision to any

person or any circumstances shall be determined to be invalid or unenforceable,

such provision or portion thereof shall nevertheless be effective and

enforceable to the extent determined reasonable. Such determination shall not

affect any other provision of this Agreement or the application of said

provision to any other person or circumstance, all of which other provisions

shall remain in full force and effect, and it is the intention of Company and

Executive that if any provision of this Agreement is susceptible of two or more

constructions, one of which would render the provision enforceable and the other

or others of which would render the provisions unenforceable, then the

provisions shall have the meaning which renders it enforceable.

 

SECTION 16 - NUMBER AND GENDER.

 

When used in this Agreement, the number and gender of each pronoun shall be

construed to be such number and gender as the context, circumstances or its

antecedent may require.

 

SECTION 17 - SUCCESSOR AND ASSIGNS.

 

This Agreement shall inure to the benefit of and be binding upon the successors

and assigns (including successive, as well as immediate, successors and assigns)

of Company; provided, however, that Company may not assign this Agreement or any

of its rights or obligations hereunder to any party other than a corporation

which succeeds to substantially all of the business and assets of Company by

merger, consolidation, sale of assets or otherwise. This Agreement shall inure

to the benefit of and be binding upon the successor and assigns (including

successive, as well as immediate, successors and assigns) of Executive;

provided, however, that the right of Executive under this Agreement may be

assigned only to his personal representative or trustee or by will or pursuant

to applicable laws of descent and distribution.

 

SECTION 18 -PRIOR AGREEMENT SUPERCEDED.

 

This Agreement supersedes the previous agreement dated July 30, 2001.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be

executed on and to be effective on January 18, 2006.

 

In the Presence of:                     EXECUTIVE

 

                                             /s/  H. Douglas Chaffin

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

/s/ Bonnie S. Snyder                        H. Douglas Chaffin

/s/ Donald M. Lieto

 

In the Presence of:                     MBT FINANCIAL CORP.

 

                                             /s/ William D. McIntyre, Jr.

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

/s/ Bonnie S. Snyder                        By: William D. McIntyre, Jr.

/s/ Donald M. Lieto                         Its: Chairman

 

Exhibit A

Change in Control Definition

 

               A "Change in Control" shall mean a "Change in Ownership" as

     defined in (a) hereof; a "Change in Effective Control" as defined in (b),

     hereof; or a "Change in Ownership of a Substantial Portion of Assets" as

     defined in (c) hereof.

 

     (a)  Change in Ownership. For purposes of this Agreement, a "change in the

          ownership" of the Company occurs on the date that any one person, or

          more than one person acting as a group (as defined in subsection (d)

          hereof, acquires ownership of stock of the Company that, together with

          stock held by such person or group, constitutes more than 50 percent

          of the total fair market value or total voting power of the stock of

          the Company. However, if any one person, or more than one person

          acting as a group, is considered to own more than 50 percent of the

          total fair market value or total voting power of the stock of the

          Company, the acquisition of additional stock by the same person or

          persons is not

 

          considered to cause a change in the ownership of the Company (or to

          cause a change in the effective control of the Company (within the

          meaning of subsection (b) hereof. An increase in the percentage of

          stock owned by any one person, or persons acting as a group, as a

          result of a transaction in which the Company acquires its stock in

          exchange for property will be treated as an acquisition of stock for

          purposes of this section.

 

     (b)  Change in the Effective Control. For purposes of this Agreement, a

          change in the effective control of the Company occurs on the date that

          either -

 

          (i)  Any one person, or more than one person acting as a group (as

               determined under subsection (d) hereof, acquires (or has acquired

               during the 12-month period ending on the date of the most recent

               acquisition by such person or persons) ownership of stock of the

               Company possessing 35 percent or more of the total voting power

               of the stock of the Company; or

 

          (ii) a majority of members of the Company's board of directors is

               replaced during any 12-month period by directors whose

               appointment or election is not endorsed by a majority of the

               members of the Company's board of directors prior to the date of

               the appointment or election.

 

                    In the absence of an event described in subsection (b)(i) or

          (ii) above, a change in the effective control of a Company will not

          have occurred.

 

     (c)  Change in the Ownership of a Substantial Portion of the Company's

          Assets. For purposes of this Agreement, a change in the ownership of a

          substantial portion of the Company's assets occurs on the date that

          any one person, or more than one person acting as a group (as

          determined in subsection(d) hereof, acquires (or has acquired during

          the 12-month period ending on the date of the most recent acquisition

          by such person or persons) assets from the Company that have a total

          gross fair market value equal to or more than 40 percent of the total

          gross fair market value of all of the assets of the Company

          immediately prior to such acquisition or acquisitions. For this

          purpose, gross fair market value means the value of the assets of the

          Company, or the value of the assets being disposed of, determined

          without regard to any liabilities associated with such assets.

 

                    There is no Change in Control Event under this subsection

          (c) when there is a transfer to an entity that is controlled by the

          shareholders of the Company immediately after the transfer, as

          provided in this paragraph. A transfer of assets by the Company is not

          treated as a change in the ownership of such assets if the assets are

          transferred to --

 

          (i)  A shareholder of the Company (immediately before the asset

               transfer) in exchange for or with respect to its stock;

 

          (ii) An entity, 50 percent or more of the total value or voting power

               of which is owned, directly or indirectly, by the Company;

 

          (iii) A person, or more than one person acting as a group, that owns,

               directly or indirectly, 50 percent or more of the total value or

               voting power of all the outstanding stock of the Company; or

 

          (iv) An entity, at least 50 percent of the total value or voting power

               of which is owned, directly or indirectly, by a person described

               in subsection (iii) hereof.

 

                    For purposes of this subsection(c) and except as otherwise

          provided, a person's status is determined immediately after the

          transfer of the assets. For example, a transfer to a corporation in

          which the transferor corporation has no ownership interest before the

          transaction, but which is a majority-owned subsidiary of the

          transferor corporation after the transaction is not treated as a

          change in the ownership of the assets of the transferor corporation.

 

     (d)  Persons Acting as a Group. Persons will not be considered to be acting

          as a group solely because they purchase assets or purchase or own

          stock of the same corporation at the same time, or as a result of the

          same public offering. However, persons will be considered to be acting

          as a group if they are owners of a corporation that enters into a

          merger, consolidation, purchase or acquisition of stock, purchase or

          acquisition of assets, or similar business transaction with the

          Company. If a person, including an entity shareholder, owns stock in

          both corporations that enter into a merger, consolidation, purchase or

          acquisition of stock, or similar transaction, such shareholder is

          considered to be acting as a group with other shareholders in a

          corporation only to the extent of the ownership in that corporation

          prior to the transaction giving rise to the change and not with the

          ownership interest in the other corporation.


Exhibit 10.6

Monroe Bank & Trust Amended and Restated Supplemental Executive Retirement
Agreement

     THIS AMENDED AND RESTATED AGREEMENT is adopted this 4th day of June, 2007,
by and between MONROE BANK & TRUST, a state-chartered commercial bank located in
Monroe, Michigan (the "Company"), and H. DOUGLAS CHAFFIN (the "Executive").

                                  INTRODUCTION

     On the 1st day of July, 2003, the Company and the Executive entered into
the Monroe Bank & Trust Supplemental Executive Retirement Agreement to encourage
the Executive to remain an employee of the Company by providing supplemental
retirement benefits to the Executive. In order to provide for certain amendments
to the Agreement to bring it into compliance the Section 409A of the Internal
Revenue Code and to make certain other changes to the Agreement, the Company and
the Executive are amending the Agreement through this amendment and restatement.

                                    AGREEMENT

     The Company and the Executive agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

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

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

1.2  "Disability" means that the Executive (a) is unable to engage in any
     substantial gainful activity by reason of any medically determinable
     physical or mental impairment which can be expected to result in death or
     can be expected to last for a continuous period of not less than 12 months,
     (b) is, by reason of any medically determinable physical or mental
     impairment which can be expected to result in death or can be expected to
     last for a continuous period of not less than 12 months, receiving income
     replacement benefits for a period of not less than 3 months under an
     accident and health plan covering Executives of the participant's employer,
     or (c) has been determined to be totally disabled by the United States
     Social Security Administration.

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

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

1.5  "Effective Date" means July 1, 2003.

1.6  "Final Pay" means the total annual base salary payable to the Executive at
     the rate in effect at Termination of Employment. Final Pay shall not be
     reduced for any salary reduction contributions to: (i) cash or deferred
     arrangements under Section 401(k) of the Code; (ii) a cafeteria plan under
     Section 125 of the Code; or (iii) a deferred compensation plan that is not
     qualified under Section 401(a) of the Code.

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

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

1.9  "Plan Year" means the calendar year ending on December 31.

1.10 "Specified Employee" means at any time at which any stock of the Company is
     publicly traded on an established securities market or otherwise, a person
     who is determined to be a key employee (as defined in Section 416(i) of the
     Code without regard to paragraph 5 thereof) of the Company as of the
     preceding December 31.

1.11 "Termination for Cause" See Article 5.

1.12 "Termination of Employment" means the termination of the Executive's
     employment with the Company for reasons other than death or Disability.
     Whether a Termination of Employment takes place is determined based on the
     facts and circumstances surrounding the termination of the Executive's
     employment and whether the Company and the Executive intend for the
     Executive to provide significant services for the Company following such
     termination. A change in the Executive's employment status will not be
     considered a Termination of Employment if the Executive continues to
     provide service to the Company at an annual rate that is fifty percent
     (50%) or more of the services rendered, on average, during the immediately
     preceding three full calendar years of


                                       55
<PAGE>

     employment (or if employed less than three years, such lesser period) and
     the annual remuneration for such service is fifty percent (50%) or more of
     the average annual remuneration earned during the final three years of
     employment (or if less, such lesser period). A change in the Executive's
     employment status will be considered a Termination of Employment if as a
     result of such change the level of bona fide services the Executive
     continues to provide to the Company decreases to an annual rate that is
     twenty percent (20%) or less of the service rendered, on average, during
     the immediately preceding three full calendar years of employment (or, if
     employed less than three years, such lesser period) and the annual
     remuneration for such services is twenty percent (20%) or more of the
     average annual remuneration earned during the final three full calendar
     years of employment (or, if less, such lesser period).

                                    ARTICLE 2

                            BENEFITS DURING LIFETIME

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

     2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
          sixty-five percent (65%) of the Executive's Final Pay, reduced by:

          (a)  fifty percent (50%) of the primary federal Social Security
               benefit payable (before earnings reduction) to the Executive or
               which would be payable if applied for by the Executive upon his
               Normal Retirement Age; and

          (b)  the annual amount of benefits payable to the Executive upon his
               Normal Retirement Age, on a single life annuity basis,
               attributable to the portion of the Executive's account balances
               arising from employer contributions (but excluding the portion of
               such balances arising from employee salary reduction
               contributions) from the MBT Retirement Plan.

     2.1.2 Payment of Benefit. The Company shall pay the Normal Retirement
          Benefit in 120 equal monthly installments commencing the month
          following Executive's Normal Retirement Age.

2.2  Early Termination Benefit. Upon Early Termination, and subject to the
     completion of the service vesting period provided for in section 2.2.2
     hereof by the Executive, the Company shall pay to the Executive the benefit
     described in this section 2.2 in lieu of any other benefit under this
     agreement.

     2.2.1 Amount of Benefit.

          a)   The Early Termination Benefit is a monthly benefit payable in 120
               equal monthly installments commencing on the first of the month
               following the Executive's attainment of age 60 if termination
               occurs prior to age 60, or in the event of termination after age
               60, on the first of the month following termination of
               employment. The monthly amount of the Early Termination Benefit
               shall be calculated according to the methodology set forth on
               Addendum A, using such actuarial assumptions (which shall include
               those set forth on Addendum B) as are reasonably determined from
               time to time by the Company. In determining the Early Termination
               Benefit the Early Termination Accrual Balance shall be adjusted
               for earnings from the December 31 preceding the Executive's date
               of early termination to the Early Termination Benefit
               commencement date as specified in the preceding sentence.

          b)   The Early Termination Accrual Balance is an amount as of the
               December 31 preceding the Executive's date of Early Termination
               that is equal to what would have been accumulated with earnings
               had there been one annual contribution at the end of each
               calendar year prior to the Executive's date of Early Termination.
               Each such annual contribution amount shall be equal to a level
               annual contribution necessary to create a fund at the Executive's
               Normal Retirement Date sufficient to pay the Executive's
               Projected Normal Retirement Benefit and shall be calculated
               assuming that the Executive's Projected Normal Retirement Benefit
               is funded ratably over the period from July 1, 2003 to the
               Executive's Normal Retirement Date. The level annual contribution
               amount for the short period of July 1, 2003 to December 31, 2003
               shall be prorated for that six month period which is less than a
               full year.

               (i)  The Projected Normal Retirement Benefit is the Normal
                    Retirement Benefit determined under section 2.1 as of the
                    December 31 preceding the Executive's date of Early
                    Termination using:


                                       56

<PAGE>

                    1.   The Executive's annual base salary at the end of the
                         calendar year preceding the Executive's date of Early
                         Termination;

                    2.   An estimate as of that calendar year-end of the
                         Executive's Social Security PIA offset at age 65;

                    3.   A projection of the retirement plan offset using the
                         MBT Retirement Plan account balance attributed to
                         Company contributions as of that December 31; and

                    4.   The interest rate and actuarial assumptions set forth
                         in Addendum A of the Plan.

               (ii) For purposes of determining the Early Termination Accrual
                    Balance, the level annual contribution amount shall be
                    treated as if it had been credited at the end of each
                    calendar year and the earnings values shall be calculated on
                    that basis. After the Executive has terminated employment,
                    the Early Termination Accrual Balance shall only be adjusted
                    for earnings at the interest rate specified in Addendum A
                    and no contributions or other contribution-like additions
                    shall be credited to the Early Termination Accrual Balance.
                    Any subsequent change in the Executive's Social Security PIA
                    or MBT Retirement Plan account balance attributed to Company
                    contributions after the Executive has terminated employment
                    shall not retroactively change the amount of the Projected
                    Normal Retirement Benefit and the Early Termination Accrual
                    Balance as previously determined.

               (iii) Addendum A of the Plan sets forth the interest rate to be
                    applied and illustrates the calculation of the Early
                    Termination Accrual Balance.

     2.2.2 Vesting of Benefit. The Early Termination benefit payable under
          section 2.2 shall be one hundred percent (100%) vested upon the
          Executive's continued service in the capacity of President and CEO to
          April 4, 2009.

     2.2.3 Executive Distribution Election. Notwithstanding the above, in the
          event of termination prior to age 60, the Executive may elect no later
          than one year prior to attainment of age 60, to defer commencement of
          the Early Termination Benefit to age 65.

2.3  Disability Benefit. If the Executive terminates employment due to
     Disability prior to his Normal Retirement Age, the Executive shall become
     one hundred percent (100%) vested in the benefit payable under Section 2.2.

     2.3.1 Payment of Benefit. The Disability Benefit in an amount equal to the
          Early Termination Accrual Balance shall be paid to the Executive in
          120 equal monthly installments as determined under 2.2.1 commencing
          with the month following termination of Employment resulting from
          Disability.

2.4  Restriction on Timing of Distributions. Notwithstanding any provision of
     this Agreement to the contrary, if the Executive is considered a Specified
     Employee at Termination of Employment under such procedures as established
     by the Company in accordance with Section 409A of the Code, benefit
     distributions that are made upon Termination of Employment may not commence
     earlier than six (6) months after the date of such Termination of
     Employment. Therefore, in the event this Section 2.4 is applicable to the
     Executive, any distribution which would otherwise be paid to the Executive
     within the first six months following the Termination of Employment shall
     be accumulated and paid to the Executive in a lump sum on the first day of
     the seventh month following the Termination of Employment. All subsequent
     distributions shall be paid in the manner specified.

2.5  Distributions Upon Income Inclusion Under Section 409A of the Code. Upon
     the inclusion of any amount into the Executive's income as a result of the
     failure of this non-qualified deferred compensation plan to comply with the
     requirements of Section 409A of the Code, to the extent such tax liability
     can be covered by the entire amount accrued by the Company with respect to
     the Company's obligations hereunder, a distribution shall be made as soon
     as is administratively practicable following the assertion by the Internal
     Revenue Service of the plan failure.

2.6  Change in Form or Timing of Distributions. All changes in the form or
     timing of distributions hereunder must comply with the following
     requirements. The changes:

          (a)  may not accelerate the time or schedule of any distribution,
               except as provided in Section 409A of the Code and the
               regulations thereunder;

          (b)  must, for benefits distributable, delay the commencement of
               distributions for a minimum of five (5) years from the date the
               first distribution was originally scheduled to be made; and

          (c)  must take effect not less than twelve (12) months after the
               election is made.


                                       57

<PAGE>

                                    ARTICLE 3

                                 DEATH BENEFITS

3.1  Death During Active Service. Upon Termination of Employment of the
     Executive by reason of death, no benefit shall be payable under this
     Agreement. It is acknowledged by the Company and the Executive that while
     Executive is employed by the Company provision has been made for a death
     benefit to be payable to the Executive's beneficiary pursuant to that
     certain "Monroe Bank & Trust Split Dollar Agreement" dated July 1, 2003,
     and as amended of even date with this amendment and restatement.

3.2  Death During Payment of a Benefit. If the Executive dies after any benefit
     payments have commenced under Article 2 of this Agreement but before
     receiving all such payments, the Company shall pay the remaining benefits
     to the Executive's beneficiary at the same time and in the same amounts
     they would have been paid to the Executive had the Executive survived.

3.3  Death After Termination of Employment But Before Payment of a Benefit
     Commences. If the Executive is entitled to a benefit under Article 2 of
     this Agreement, but dies prior to the commencement of said benefit
     payments, the Company shall pay the same benefit payments to the
     Executive's beneficiary that the Executive was entitled to prior to death
     except that the benefit payments shall commence on the first day of the
     month following the date of the Executive's death.

                                    ARTICLE 4

                                  BENEFICIARIES

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

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

                                    ARTICLE 5

                               GENERAL LIMITATIONS

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

          (a)  gross negligence or gross neglect of duties;

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

          (c)  fraud, disloyalty, dishonesty or willful violation of any law or
               significant Company policy committed in connection with the
               Executive's employment and resulting in an adverse effect on the
               Company.

5.2  Suicide or Misstatement. The Company shall not pay any benefit under this
     Agreement if the Executive commits suicide within three years after the
     date of this Agreement. In addition, the Company shall not pay any benefit
     under this Agreement if the Executive has made any material misstatement of
     fact on an employment application or resume provided to the Company, or on
     any application for any benefits provided by the Company to the Executive.

5.3  Competition After Termination of Employment. The Company shall not pay any
     benefit under this Agreement if the Executive, within 12 months following
     Termination of Employment, without the prior written consent of the
     Company, engages in, becomes interested in, directly or indirectly, as a
     sole proprietor, as a partner in a partnership, or as a substantial
     shareholder in a corporation, or becomes associated with, in the capacity
     of employee, director, officer, principal, agent, trustee or in any other
     capacity whatsoever, any


                                       58

<PAGE>

     enterprise conducted in the trading area (a 50 mile radius) of the business
     of the Company, which enterprise is, or may deemed to be, competitive with
     any business carried on by the Company as of the date of termination of the
     Executive's employment or retirement. This section shall not apply
     following a Change of Control as defined by 7.3(a) hereof.

                                    ARTICLE 6

                          CLAIMS AND REVIEW PROCEDURES

6.1  Claims Procedure. An Executive or beneficiary ("claimant") who has not
     received benefits under the Agreement that he or she believes should be
     paid shall make a claim for such benefits as follows:

     6.1.1 Initiation - Written Claim. The claimant initiates a claim by
          submitting to the Company a written claim for the benefits.

     6.1.2 Timing of Company Response. The Company shall respond to such
          claimant within 90 days after receiving the claim. If the Company
          determines that special circumstances require additional time for
          processing the claim, the Company can extend the response period by an
          additional 90 days by notifying the claimant in writing, prior to the
          end of the initial 90-day period, that an additional period is
          required. The notice of extension must set forth the special
          circumstances and the date by which the Company expects to render its
          decision.

     6.1.3 Notice of Decision. If the Company denies part or all of the claim,
          the Company shall notify the claimant in writing of such denial. The
          Company shall write the notification in a manner calculated to be
          understood by the claimant. The notification shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

          (c)  A description of any additional information or material necessary
               for the claimant to perfect the claim and an explanation of why
               it is needed;

          (d)  An explanation of the Agreement's review procedures and the time
               limits applicable to such procedures; and

          (e)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a) following an adverse benefit determination
               on review.

6.2  Review Procedure. If the Company denies part or all of the claim, the
     claimant shall have the opportunity for a full and fair review by the
     Company of the denial, as follows:

     6.2.1 Initiation - Written Request. To initiate the review, the claimant,
          within 60 days after receiving the Company's notice of denial, must
          file with the Company a written request for review.

     6.2.2 Additional Submissions - Information Access. The claimant shall then
          have the opportunity to submit written comments, documents, records
          and other information relating to the claim. The Company shall also
          provide the claimant, upon request and free of charge, reasonable
          access to, and copies of, all documents, records and other information
          relevant (as defined in applicable ERISA regulations) to the
          claimant's claim for benefits.

     6.2.3 Considerations on Review. In considering the review, the Company
          shall take into account all materials and information the claimant
          submits relating to the claim, without regard to whether such
          information was submitted or considered in the initial benefit
          determination.

     6.2.4 Timing of Company Response. The Company shall respond in writing to
          such claimant within 60 days after receiving the request for review.
          If the Company determines that special circumstances require
          additional time for processing the claim, the Company can extend the
          response period by an additional 60 days by notifying the claimant in
          writing, prior to the end of the initial 60-day period that an
          additional period is required. The notice of extension must set forth
          the special circumstances and the date by which the Company expects to
          render its decision.

     6.2.5 Notice of Decision. The Company shall notify the claimant in writing
          of its decision on review. The Company shall write the notification in
          a manner calculated to be understood by the claimant. The notification
          shall set forth:

          (a)  The specific reasons for the denial;

          (b)  A reference to the specific provisions of the Agreement on which
               the denial is based;

          (c)  A statement that the claimant is entitled to receive, upon
               request and free of charge, reasonable access to, and copies of,
               all documents, records and other information relevant (as defined
               in applicable ERISA regulations) to the claimant's claim for
               benefits; and


                                       59

<PAGE>

          (d)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a).

                                    ARTICLE 7

                           AMENDMENTS AND TERMINATION

7.1  Amendments. This Agreement may be amended only by a written agreement
     signed by the Company and the Executive. However, the Company may
     unilaterally amend this Agreement to conform with written directives to the
     Company from its auditors or banking regulators or to comply with
     legislative changes or tax law, including without limitation Section 409A
     of the Code and any and all Treasury regulations and guidance promulgated
     thereunder.

7.2  Plan Termination Generally. The Company and Executive may by mutual
     agreement terminate this Agreement at any time. The benefit hereunder shall
     be the entire amount accrued by the Company with respect to the Company's
     obligations hereunder. Except as provided in Section 7.3, the termination
     of this Agreement shall not cause a distribution of benefits under this
     Agreement. Rather, after such termination benefit distributions will be
     made at the earliest distribution event permitted under Article 2 or
     Article 3.

7.3  Plan Terminations Under Section 409A. Notwithstanding anything to the
     contrary in Section 7.2, this Agreement may be terminated by the Company,
     without the consent of the Executive, in the following circumstances, as
     provided by and subject to the limitations and requirements of IRC 409A and
     section 1.409A-3(j)(4)(ix) of the IRS Regulations, as now in effect and
     hereinafter amended.

          (a)  Within thirty (30) days before or twelve (12) months after a
               change in the ownership or effective control of the Company, or
               in the ownership of a substantial portion of the assets of the
               Company as described in Section 409A(a)(2)(A)(v) of the Code
               (collectively a "Change in Control"), provided that all
               distributions are made no later than twelve (12) months following
               such termination of the Agreement and further provided that all
               the Company's arrangements which are substantially similar to the
               Agreement are terminated so the Executive and all participants in
               the similar arrangements are required to receive all amounts of
               compensation deferred under the terminated arrangements within
               twelve (12) months of the termination of the arrangements; or

          (b)  Upon the Company's termination and liquidation of this Agreement
               within 12 months of a corporate dissolution or with the approval
               of a bankruptcy court provided that the amounts deferred under
               the Agreement are paid and included in the Executive's gross
               income in the latest of (i) the calendar year in which the
               Agreement terminates; (ii) the calendar year in which the amount
               is no longer subject to a substantial risk of forfeiture; or
               (iii) the first calendar year in which the distribution is
               administratively practical.

     In connection with termination as provided in this Section 7.3, the Company
     shall distribute the Early Termination Accrual Balance by the Company with
     respect to the Company's obligations hereunder, determined as of the date
     of the termination of the Agreement, to the Executive in a lump sum subject
     to the above terms.

                                    ARTICLE 8

                                  MISCELLANEOUS

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

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

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

8.4  Reorganization. The Company shall not merge or consolidate into or with
     another company, or reorganize, or sell substantially all of its assets to
     another company, firm, or person unless such succeeding or continuing
     company, firm, or person agrees to assume and discharge the obligations of
     the Company under this Agreement. Upon the occurrence of such event, the
     term "Company" as used in this Agreement shall be deemed to refer to the
     successor or survivor company.

8.5  Tax Withholding. The Company shall withhold any taxes that are required to
     be withheld from the


                                       60

<PAGE>

benefits provided under this Agreement.

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

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

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

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

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

          (b)  Maintaining a record of benefit payments;

          (c)  Establishing rules and prescribing any forms necessary or
               desirable to administer the Agreement; and

          (d)  Interpreting the provisions of the Agreement.

IN WITNESS WHEREOF, the Executive and the Company have signed this Amended and
Restated Agreement.

EXECUTIVE:                                      COMPANY:


/s/ H. Douglas Chaffin                  /s/ William D. McIntyre, Jr.
-------------------------------------   ----------------------------
H. Douglas Chaffin                      By: William D. McIntyre, Jr.
                                        Title: Chairman of the Board of
                                               Directors



                                       61

<PAGE>

ADDENDUM A - EARLY TERMINATION BENEFIT (REFER TO SECTION 2.2)

Illustration of benefit calculation (All assumptions are for purposes of
illustrating benefit calculation only)

Date of Early Termination: JULY 1, 2011

STEP 1 - CALCULATE PROJECTED NORMAL RETIREMENT BENEFIT AS OF 12/31/2010

$  312,309    12/31/10 Base Salary
         X
        65%   Benefit Percent
$  203,000    Base Annual Benefit
     Minus    Offset amounts
    17,676    50% of Projected Social Security PIA at age 65
    41,678    Projected life annuity value of 12/31/10
              employer contribution balance under MBT Retirement Plan
$ 143,647     Projected Normal Retirement Benefit
$1,086,023    Present Value at age 65 of Projected Normal Retirement Benefit

STEP 2 DEVELOP AMORTIZATION SCHEDULE OVER EXECUTIVE CAREER

<TABLE>
<CAPTION>
Benefit Accrual   Beginning-Year       End-of-Year         End-of-Year       End-of-Year
    Periods          Balance       Contribution Credit   Interest Credit   Accrual Balance
---------------   --------------   -------------------   ---------------   ---------------
<S>               <C>              <C>                   <C>               <C>
      2003                   0            17,978                   0             17,978
      2004              17,978            36,487               1,079             55,544
      2005              55,544            36,487               3,333             95,363
      2006              95,363            36,487               5,722            137,572
      2007             137,572            36,487               8,254            182,314
      2008             182,314            36,487              10,939            229,740
      2009             229,740            36,487              13,784            280,011
      2010             280,011            36,487              16,801            333,299
      2011             333,299            36,487              19,998            389,784
      2012             389,784            36,487              23,387            449,658
      2013             449,658            36,487              26,979            513,125
      2014             513,125            36,487              30,787            580,399
      2015             580,399            36,487              34,824            651,711
      2016             651,711            36,487              39,103            727,300
      2017             727,300            36,487              43,638            807,426
      2018             807,426            36,487              48,446            892,358
      2019             892,358            36,487              53,541            982,387
      2020             982,387            36,487              58,943          1,077,817
      2021           1,077,817             2,960               5,246          1,086,023
</TABLE>


                                       62

<PAGE>

STEP 3 DETERMINE ACCRUAL BALANCE AT YEAR- END PRECEDING TERMINATION

<TABLE>
<CAPTION>
Benefit Accrual   Beginning-Year       End-of-Year         End-of-Year       End-of-Year
    Periods          Balance       Contribution Credit   Interest Credit   Accrual Balance
---------------   --------------   -------------------   ---------------   ---------------
<S>               <C>              <C>                   <C>               <C>
      2003                  0             17,978                  0             17,978
      2004             17,978             36,487              1,079             55,544
      2005             55,544             36,487              3,333             95,363
      2006             95,363             36,487              5,722            137,572
      2007            137,572             36,487              8,254            182,314
      2008            182,314             36,487             10,939            229,740
      2009            229,740             36,487             13,784            280,011
      2010            280,011             36,487             16,801            333,299
</TABLE>

STEP 4 DETERMINE MONTHLY BENEFIT AMOUNT PAID AT BENEFIT COMMENCEMENT - AGE 60

12/31/2010 accrual balance of $333,299 grows to $472,791 at age 60 based on
stated interest rate in addendum A.

$472,791 is equal in value to $4,940.25 payable each month, beginning at age 60,
over a 120 month period.


                                       63

<PAGE>

ADDENDUM B

The following factors will be applied in calculating the participant's benefit
accrual, and will be subject to review and modification by the Compensation
Committee of the Board:

<TABLE>
<S>                                                   <C>
Interest Rate                                                    6.00%
Rate of return on 401(k) account balance                         6.00%
Mortality Assumptions                                 1994 GAR Table as defined
                                                        in Rev. Ruling 2001-62
Social Security law In effect at termination
For purposes of estimating the Social Security PIA:
   Wage Base Increases                                           3.00%
   Average Wage Index                                            2.75%
   CPI                                                           2.50%
Executive's historical wages based on historical
   national average wage index
Executive assumed to continue to earn level future
   wages after termination until age 65
</TABLE>


                                       64
</TEXT>
</DOCUMENT>