MBT Financial Corp. Long-Term Incentive Compensation Plan
1.1 Purpose. The purpose of the MBT Financial Corp. Long-Term Incentive Compensation Plan (the "Plan") is
to provide competitive long-term incentive compensation to Participants that aligns their interests with shareholder
interests through share ownership and investment in MBT, and to encourage long-term growth in shareholder
value through the achievement of specified financial objectives.
1.2 Rule 16b-3 Plan. With respect to persons subject to Section 16 of the Act ("Section 16 Persons"),
transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors
promulgated under the Act. To the extent any provision of the Plan or action by the Board fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed advisable by the Board. Moreover, in
the event the Plan does not include a provision required by Rule 16b-3 to be stated therein, such provision (other
than one relating to eligibility requirements, or the price and amount of Awards) shall be deemed automatically to
be incorporated by reference into the Plan insofar as Participants who are Section 16 Persons are concerned, to
the extent permitted by law and deemed advisable by the Board.
1.3 Effectiveness of the Plan. The Plan will be effective upon adoption by the Board. The shareholders of the
Bank approved the Plan following their approval of the reorganization of the Bank into a one-bank holding
company and the exchange of their Bank common shares for Common Shares of MBT. The Plan will remain in
effect until the earlier of the termination date set forth in Section 12.2 hereof or such time as it is amended or
terminated by the Board in accordance with the terms of Section 12.2 hereof, except that no Incentive Stock
Option may be granted under the Plan on or after ten years from the Effective Date of the Plan.
Unless the context indicat