Exhibit 10.1

MBT Financial Corp. Long-Term Incentive Compensation Plan

Section I

Purpose

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.

Section II

Definitions

Unless the context indicates otherwise, the following terms have the meanings set forth below:

2.1 "Act" means the Securities and Exchange Act of 1934, as amended.

2.2 "Award" means Options, Restricted Stock or Stock Awards granted pursuant to the Plan.

2.3 "Bank" means Monroe Bank & Trust.

2.4 "Board" means the Board of Directors of MBT.

2.5 "Cause" means, with respect to any certain Participant:

(a) the willful and continued failure by such Participant to substantially perform his or her duties with respect to MBT or any Subsidiary (other than any such failure resulting from his or her incapacity due to physical or mental illness), or

(b) the conviction of the Participant of a felony involving moral turpitude, or

(c) the willful engaging by such Participant in conduct which is demonstrably and materially injurious to MBT or a Subsidiary, monetarily or otherwise. For purposes of this Section 2.5, no act or failure to act shall be deemed "willful" if done by the Participant either in good faith and in the reasonable belief that such act or omission was in the best interest of MBT, or before the Board provides the Participant with a written notice and reasonable opportunity to cure the actions or omissions that the Board considers to be grounds for a finding of Cause for purposes of this Plan.

2.6 "Change in Control" means the occurrence of any of the following events:

(a) Any person or group (as such terms are used in connection with Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of securities of MBT representing 50% or more of the combined voting power of MBT's then outstanding securities; or

(b) MBT is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or

(c) During any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board (including for this purpose any new director whose election or nomination for election by MBT's stockholders was approved by a vote of at least one-half of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board; or

(d) MBT is party to a merger, consolidation or reorganization with any other corporation in which the shareholders of MBT immediately prior to the merger, consolidation or reorganization do not immediately thereafter directly or indirectly own more than fifty percent (50%) of the combined voting

power of the voting securities entitled to vote in the selection of directors of the merged, consolidated or reorganized entity.

Notwithstanding the foregoing, no trust department or designated fiduciary or other trustee of such trust department of MBT or a Subsidiary of MBT or other similar fiduciary capacity of MBT with direct voting control of the stock shall be treated as a person or group within the meaning of subsection (a) hereof. Further, no profit-sharing, employee stock ownership, employee stock purchase and savings, employee pension, or other employee benefit plan of MBT or any of its Subsidiaries, and no Trustee of any such plan in its capacity as such Trustee, shall be treated as a person or group within the meaning of subsection
(a) hereof.

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

2.8 "Committee" means the members of the Compensation Committee as appointed and maintained by the Board who are outside directors within the meaning of Section 162(m) of the Code.

2.9 "Common Shares" means the common shares, no par value per share, of MBT, which MBT may authorize and issue from time to time.

2.10 "Director" means a member of the Board or the board of directors of any Subsidiary.

2.11 "Disability" means permanent and total disability as defined under
Section 22(e)(3) of the Code.

2.12 "Effective Date" means the date the Plan becomes effective.

2.13 "Fair Market Value" means that if the Common Shares are listed on a national securities exchange (including the NASDAQ National Market System) on the date in question, then the Fair Market Value per Common Share shall be the average of the highest and lowest selling price on such exchange on such date, or if there were no sales on such date, then the Fair Market Value on such date shall be the mean between the bid and asked price on such date. If the Common Shares are traded otherwise than on a national securities exchange on the date in question, then the Fair Market Value per Common Share shall be the mean between the bid and asked price on such date, or, if there is no bid and asked price on such date, then on the next prior business day on which there was a bid and asked price. If no such bid and asked price is available, then the Fair Market Value per Common Share shall be the fair market value as determined by the Board, in its sole and absolute discretion. In making such determination, the Board may use any of the reasonable valuation methods defined in Treasury Regulation Section 1.421-7(e)(2).

2.14 "Grant Date" as used with respect to Options, means the date as of which such Options are granted by the Committee pursuant to the Plan.

2.15 "Immediate Family" has the meaning set forth in Section 6.7 hereof.

2.16 "Incentive Stock Option" or "ISO" means an Option conforming to the requirements of Section 422 of the Code.

2.17 "MBT" means MBT Financial Corp., a Michigan corporation.

2.18 "Nonqualified Stock Option" or "NQO" means an Option granted pursuant to the Plan other than an Incentive Stock Option.

2.19 "Option" means an option to purchase Common Shares granted by the Board pursuant to the Plan, which may be designated as either an "Incentive Stock Option" or a "Nonqualified Stock Option."

2.20 "Option Agreement" has the meaning set forth in Section 6.2 hereof.

2.21 "Option Price" has the meaning set forth in Section 6.3 hereof.

2.22 "Participant" means a person described in Section V hereof.

2.23 "Permissible Transferees" and "Permissible Transferee" have the meanings set forth in Section 6.7 hereof.

2.24 "Plan" means the MBT Financial Corp. Long-Term Incentive Compensation Plan as set forth herein and as may be amended from time to time, subject to
Section 12.1 hereof.

2.25 "Restricted Stock Award" or "Restricted Stock" means an award of Common Shares with restrictions placed on the sale, transfer or pledging of the shares, and a risk of forfeiture during the restriction period.

2.26 "Retirement" means a Participant's voluntarily leaving the employment of MBT or a Subsidiary on or after attainment of the minimum age of sixty-two (62).

2.27     "Section 16 Persons" has the meaning set forth in Section 1.2 hereof.

2.28     "Stock Award" means an award of the Common Shares.

2.29     "Subsidiary" means a corporation at least 50% of the total combined

voting power of all classes of stock of which is owned by MBT, either directly or through one or more other Subsidiaries.

Section III

Administration of the Plan

3.1 The Committee. The Plan shall be administered by the Committee and shall act only by the vote or written consent of at least a majority of its members. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of the Board. It is the intent of the Committee to administer the Plan in a manner that qualifies awards, to the extent possible, as excludable from the deduction limit set forth under Section 162(m) of the Code.

3.2 Authority of the Committee. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power (a) to determine which employees shall be granted Awards, (b) to prescribe the terms, conditions and vesting schedule, if any, of such Awards, (c) to determine the amount and form of Awards granted to Participants, (d) to interpret the Plan and the Awards, (e) to adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) to interpret, amend or revoke any such rules subject to Section 12.1 hereof.

The Committee, in their sole discretion and on such terms and conditions as they may provide, may delegate their duties in order to provide for the day-to-day administration of the Plan. The Committee shall control the general administration of the Plan with all powers necessary to enable it to carry out its duties in that respect; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which is impermissible under Code Section 162(m) or the rules and regulations promulgated thereunder.

3.3 Decisions Binding. All determinations and decisions made by the Committee shall be final, conclusive, and binding on all parties, and shall be given the maximum deference permitted by law.

Section IV

Shares Subject to the Plan

4.1 Shares Subject to Plan. MBT shall reserve 1,000,000 Common Shares for issuance under this Plan, subject to adjustment pursuant to Section 4.2 hereof. Common Shares may be now or hereafter (1) authorized, (2) issued and owned, and
(3) shares held in a grantor trust. If and to the extent that any

rights with respect to Common Shares shall not be exercised by any Participant for any reason or if such rights shall terminate as provided herein, Common Shares that have not been allocated to such Participant under the Plan shall again become available for allocation to Participants as provided herein.

4.2 Change in Capitalization. In the event of a change in the capitalization of MBT due to a share split, share dividend, recapitalization, merger, consolidation, combination, or similar event or as may otherwise be equitably required as determined by the aggregate number of Common Shares, the terms of any existing Awards shall be automatically adjusted in proportion to the change in capitalization.

Section V

Eligibility

The Committee shall have the discretion to select directors, officers, executives, managers, consultants, and other key employees of MBT and its Subsidiaries for participation in the Plan. The discretion of the Committee to select such Participants shall be absolute and no person otherwise eligible for participation shall have any right to participate. Only persons so selected shall be deemed "Participants" for purposes hereof.

Section VI

Stock Options

6.1 Grant of Options. Options may be granted to Participants, subject to the provisions of the Plan, at any time and from time to time, as determined in the sole discretion of the Committee. The Committee shall in its sole discretion, determine the number of Options granted to each Participant; provided, however, that in any one calendar year, no one Participant shall be granted Options to purchase a number of Common Shares in excess of 100,000, adjusted for any stock dividends, stock splits, reverse stock splits, recapitalization mergers or consolidations. Options granted may be ISOs to employees, NQOs to employees or non-employee Directors, consultants, or a combination thereof.

6.2 Option Agreement. Each Option shall be evidenced by a written option agreement (an "Option Agreement") that shall specify the Option Price, the expiration date of the Option, the number of shares to which the Option pertains, any conditions to exercise of the Option, and such other terms and conditions as the Committee, in its discretion, shall determine. The Option Agreement also shall specify whether the Option is intended to be an ISO or an NQO.

6.3 Option Price. The price for each Common Share deliverable upon the exercise of an Option (the "Option Price") shall be determined at the discretion of the Committee; provided, however, that with respect to ISOs, the Option Price shall not be less than the Fair Market Value at the date of grant. If at the time that an ISO is granted, the Participant owns shares possessing more than 10% of the total combined voting power of all classes of MBT's or any of its Subsidiaries' capital shares, the Option Price of an ISO shall not be less than one hundred and ten percent (110%) of the Fair Market Value of a share on the date that the ISO is granted and any ISO so granted must be exercised not later than five (5) years from the date it is granted.

6.4 Exercise of Options. Options granted under the Plan shall be exercisable at such times, and subject to such restrictions and conditions, as the Committee shall determine in its sole discretion, except that any outstanding Options at the time of a Change in Control, or a Participant's death, or Disability will be immediately exercisable without regard to any vesting restrictions attached to such Options. A Participant electing to exercise an Option shall give written notice of such election to MBT in such form as the Committee may require.

6.5 Expiration of Options. Each Option belonging to a Participant shall terminate upon the first to occur of the events listed in this section.

(a) For Employees

(i) The date for termination of such Option set forth in the Option Agreement applicable to such Option.

(ii) The expiration of ten (10) years from the date such Option was granted, except as outlined in 6.3.

(iii) The expiration of one year from the date of the Participant's termination of employment for reason other than Retirement or termination for Cause, it being understood that the exercise of an Incentive Stock Option at any time after ninety (90) days from the date of termination of employment for reason other than death or Disability shall convert the Option to a Nonqualified Stock Option.

(iv) The expiration of one year from the later of the Participant's Retirement or termination of service as a Director for a reason other than for Cause.

(v) Termination of employment for Cause.

(b) For Non-employee Directors

(i) The date for termination of such Option set forth in the Option Agreement applicable to such Option.

(ii) The expiration of ten (10) years from the date such Option was granted.

(iii) The expiration of one year following the non-employee Director's termination of service as a Director for a reason other than for Cause.

(iv) Termination of a non-employee Director's service as a Director for Cause.

(v) One year following a Change in Control.

6.6 Payment. The Option Price upon exercise of any Option shall be payable to MBT in full in cash. The Committee also may, in its sole discretion, permit exercise (a) by tendering previously acquired Common Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Common Shares which are tendered must have been held by the Participant or his or her Permissible Transferees (as defined in 6.7) for at least six (6) months prior to their tender to satisfy the Option Price), or (b) by any other means which the Committee determines, in its sole discretion, to both provide legal consideration equal to the total Option Price for the Common Shares acquired through exercise of the Option and to be consistent with the purposes of the Plan.

As soon as practicable after receipt of a written notification of exercise and full payment for the Common Shares purchased, MBT shall deliver to the Participant, or his or her Permissible Transferee, the certificates (in the Participant's or such Permissible Transferee's name) representing such Common Shares.

6.7 Nontransferability of Options. No Option granted under the Plan shall be assignable or transferable by the Participant other than by will or the laws of descent and distribution. During the lifetime of a Participant, the Option shall be exercisable only by such Participant, except: (a) in the event of the Disability of the Participant resulting in the appointment, by a court of competent jurisdiction, of a legal guardian or personal representative with appropriate authority, then by such person in the name of the Participant; or
(b) in the name of the Participant pursuant to a power of attorney, acceptable in form and substance to MBT.

Notwithstanding the above, a Participant may, with respect to any Nonqualified Stock Option: (a) designate in writing a beneficiary to exercise his or her Option after the Participant's death; (b) transfer an Option to a revocable inter vivos trust as to which the Optionee is the settlor; and (c) transfer an Option for no consideration to any of the following permissible transferees (each a "Permissible Transferee"): (i) any member of the Immediate Family of the Participant to whom such Option was granted, (ii) any trust solely for the benefit of members of the Participant's Immediate Family, or (iii) any partnership whose only partners are members of the Participant's Immediate Family; and further provided that: (1) the transferee shall remain subject to all of the terms and conditions applicable to such Options prior to and after such transfer; and (2) any such transfer shall be subject to and in accordance with the rules and regulations prescribed by the Committee. Any such transfer to a Permissible Transferee shall consist of one or more options covering a minimum of one hundred (100) Common Shares. An Option may not be re-transferred by a Permissible Transferee except by will or the laws of descent and distribution and then only to another Permissible Transferee. In the case of (b) and (c) set forth in the immediately preceding sentence, the Option shall only be exercisable by the trustee or Permissible Transferee, as applicable. For the purposes hereof, "Immediate Family" means, with respect to a particular Participant, such Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

6.8 Certain Additional Provisions for Incentive Stock Options.

(a) The aggregate Fair Market Value (determined at the time the Option is granted) of the Common Shares with respect to which ISOs are exercisable for the first time by any Participant during any calendar year shall not exceed $100,000.

(b) ISOs may be granted only to persons who are employees of MBT or a Subsidiary at the time of grant.

(c) No ISO may be exercised after the expiration of ten years from the date such ISO was granted; provided, however, that if the ISO is granted to a Participant who, together with Persons whose Common Share ownership is attributed to the Participant pursuant to Section 424(d) of the Code, owns shares possessing more than 10% of the total combined voting power of all classes of MBT's or any of its Subsidiaries' capital shares, the ISO may not be exercised after the expiration of five years from the date that it was granted.

Section VII

Restricted Stock Awards

7.1 Award of Restricted Stock. Restricted Stock may be granted to Participants, subject to the provisions of the Plan, at any time and from time to time, as determined in the sole discretion of the Committee. The Committee shall in its sole discretion, determine the number of shares of Restricted Stock granted to each Participant and the terms and conditions of such grant.

Each Restricted Stock Award under the Plan shall be evidenced by a stock certificate of MBT, registered in the name of the Participant, accompanied by an agreement in such form as the Committee shall prescribe from time to time. The Restricted Stock Awards shall comply with such other terms and conditions not inconsistent with the terms of this Plan as the Committee, in its discretion, shall establish.

7.2 Stock Legends; Prohibition on Disposition. Certificates for shares of Restricted Stock shall bear an appropriate legend referring to the restrictions to which they are subject, and any attempt to dispose of any such shares of stock in contravention of such restrictions shall be null and void and without effect. The certificates representing shares of Restricted Stock shall be held by MBT until the restrictions are satisfied.

7.3 Termination of Service. The Committee shall determine the extent to which the restrictions on any Restricted Stock Award shall lapse upon the termination of the Participant's service to MBT and its Subsidiaries, due to death, Disability, or for any other reason. If the restrictions on all or any portion of a Restricted Stock Award shall not lapse, the Participant, or in the event of his or her death, his or her personal representative, shall deliver to the Secretary of MBT such instruments of transfer, if any, as may reasonably be required to transfer the shares back to MBT.

7.4 Change in Control. Upon the occurrence of a Change in Control of the Company, as determined in Section 2.6 of this Plan, all restrictions then outstanding with respect to shares of Restricted Stock shall automatically expire and be of no further force and effect and all certificates representing such shares of Restricted Stock shall be delivered to the Participant.

7.5 Effect of Attempted Transfer. No benefit payable or interest in any Restricted Stock Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such interest in any Restricted Stock Award shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Participant or his or her beneficiary.

7.6 Dividends. Dividends paid on Restricted Stock shall be paid either at the dividend payment date in cash or in shares of unrestricted stock having a Fair Market Value equal to the amount of such dividends, or the payment of such dividends shall be deferred and/or the amount or value thereof automatically reinvested in additional Restricted Stock or other investment vehicles, as the Committee shall determine or permit the Participant to elect. Stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such stock or other property has been distributed, unless otherwise determined by the Committee.

7.7 Rights as a Stockholder. A Participant shall have the right to receive dividends, as described in Section 7.6, on Common Shares subject to the Restricted Stock Award during the applicable restricted period, to vote the Common Shares subject to the Award, except that the Participant shall not be entitled to enjoy any other stockholder rights and shall not be entitled to delivery of the stock certificate until the applicable restricted period shall have lapsed (if at all).

Section VIII

Stock Awards

8.1 Stock Awards. The Committee may, at any time and from time to time, designate an Award of Common Shares to any Participant, which is subject to one or more conditions established by the Committee, in its sole discretion. If the Award is subject to the achievement of certain performance objectives (as that term is used for purposes of Code Section 162(m)), then the performance objectives shall be determined by the Committee at their full discretion.

8.2 Effect of Change in Control. The effect of a Change in Control upon an Award of Common Shares subject to this Section VIII shall be determined by the Committee at such time as the Committee establishes the terms and conditions that will apply to an Award of Common Shares.

Section IX

Payment of Stock or Stock Options in Lieu of Cash Compensation

The Committee may, at any time and from time to time, at the request of a Participant, designate that a portion of a Participant's compensation otherwise payable in cash be payable in Common Shares or as Stock Options; provided that a Participant shall under no circumstance be permitted to defer compensation that has already been earned through the performance of services. The Committee shall have the sole discretion to determine the terms and conditions under which such Common Shares or Stock Options shall be issued to Participants.

Section X

No Right to Continued Employment

Participation in the Plan shall confer no rights to continued employment with MBT or any Subsidiary, nor shall it restrict the rights of MBT or any Subsidiary to terminate a Participant's employment relationship at any time for Cause or without Cause.

Section XI

Withholding Taxes

As a condition of delivery of cash or Common Shares upon exercise of an Option, or the issuance of Common Shares, MBT shall be entitled to require that the Participant and/or his or her transferees (without regard to whether the Participant has transferred the Award in accordance with the Plan) satisfy federal, state and local tax withholding requirements as follows:

(a) Cash Remittance. Whenever Common Shares are to be issued upon the exercise of an Option or payment of Award, the Company shall have the right to require the Participant and/or his or her transferees to remit to the Company in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such exercise or payment, prior to the delivery of any certificate or certificates for such shares. In addition, MBT shall have the right to withhold from any cash payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements.

(b) Share Withholding or Remittance. In lieu of the remittance required by
Section XI (a) hereof, a Participant who is granted an Award may, to the extent approved by the Committee, irrevocably elect by written notice to MBT at the office of MBT designated for that purpose, to (i) have MBT withhold Common Shares from any Award hereunder, or (ii) deliver other previously owned Common Shares, the Fair Market Value of which as of the date on which any such tax is determined shall be equal to the amount of the required tax withholding amount, if any, rounded down to the nearest whole share attributable to such exercise, occurrence or grant; provided, however, that no election to have Common Shares withheld from any Award shall be in excess of the minimum statutory withholding tax or shall be effective with respect to an Award which was transferred by such Participant to a Permitted Transferee or otherwise.

Section XII

Amendment or Termination of the Plan

12.1 Amendment. The Board or Committee may alter, amend or suspend the Plan at any time or alter and amend Awards granted hereunder; provided, however, that no such amendment or alteration may, without the consent of any Participant to whom an Option shall theretofore have been granted or to whom a Stock Award or Restricted Stock Award shall theretofore have been issued, adversely affect the right of such Participant under such Award.

12.2 Termination. The Plan shall terminate on January 2, 2010; provided, however, that the Plan shall be subject to termination prior to such date on the date set forth in a resolution of the Board terminating the Plan. No termination of the Plan shall materially alter or impair the right of any Participant with respect to Awards previously granted hereunder without such Participant's consent. In the event of a termination of the Plan, all Awards granted hereunder shall continue to be valid and binding obligations of MBT going forward on the same terms and conditions as set forth herein and in the applicable Award agreements.

12.3 Change in Control. In the event of any merger, consolidation or other reorganization in which MBT is not the surviving or continuing corporation or in which a Change in Control is to occur, all of MBT's obligations regarding Awards, if applicable, that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Board or the Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash) in amounts determined by the Board or the Committee in a manner that is equitable to Participants.

Exhibit 10.2

Monroe Bank & Trust Salary Continuation Agreement

THIS AGREEMENT is made this 21st day of December, 2000, by and between Monroe Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan (the "Company" and Ronald D. LaBeau (the "Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. None of the conditions or events included in the definition of the term "golden parachute payment" that is set forth in 18(k)(4)(A)(ii) of the Federal Deposit Insurance Act 12U.S.C. 1818(k)(4)(A)(ii) and in Federal Deposit Insurance Corporation Rule 359.1(f)(1)(ii) 12 CFR 359.1(f)(1)(ii) exists or, to the best of knowledge of the Company, is contemplated insofar as the Company is concerned.

AGREEMENT

The Executive and the Company agree as follows:

Article 1

Definitions

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

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

1.3 "Disability" means, if the Executive is covered by a Company-sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Executive from performing substantially all of the Executive's normal duties for the Company. As a condition to receiving any Disability benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate.

1.4 "Early Retirement Age" means the Executive's 60th birthday.

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

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

1.7 "Effective Date" means December 21, 2000.

1.8 (Intentionally left blank)

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

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

1.11 "Plan Year" means a twelve-month period commencing on December 21, 2000 and ending on December 20 of each year. The initial Plan Year shall commence on the effective date of this Agreement.

1.12 "Termination for Cause" See Section 5.1

1.13 "Termination of Employment" means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence, which is approved by the Company.

Article 2

Lifetime Benefits

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 $139,600 (One Hundred Thirty Nine Thousand and six hundred dollars no/100). The Company's Board of Directors, in its sole discretion, may increase the annual benefit under this Section 2.1.1; however, any increase shall require the recalculation of Schedule A.

2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date. The annual benefit shall be paid to the Executive for ten years.

2.1.3 Benefit Increases. Commencing on the first anniversary of the first benefit payment, and continuing on each subsequent anniversary, the Company's Board Of Directors, in its sole discretion, may increase the benefit.

2.2 Early Termination Benefit. Upon Early Termination, 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. The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date (except during the first Plan Year, the benefit is the amount set forth for Plan Year 1). However, any increase in the annual benefit under Section 2.1.1 shall require the recalculation of the Early Termination Annual Benefit on Schedule A.

2.2.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Age. The annual benefit shall be paid to the Executive for ten years.

2.2.3 Benefit Increases. Benefit payments may be increased as provided in Section 2.1.3.

2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs (except during the first Plan Year, the benefit is the amount set forth for Plan Year 1). However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A.

2.3.2 Payment of Benefit. The Company shall pay the Disability Annual Benefit amount to the Executive in 12 equal monthly installments payable on the first day of each month commencing with the month following Normal Retirement Age. The annual benefit shall be paid to the Executive for ten years.

2.3.2 Benefit Increases. Benefit payments may be increased as provided in Section 2.1.3.

2.4    (Intentionally left blank)

2.4.1  (Intentionally left blank)

2.4.2  (Intentionally left blank)

Article 3

Death Benefits

3.1 Death During Active Service. If the Executive dies before the Normal Retirement Age while in the active service of the Company, the Company shall pay to the Executive's beneficiary the benefit described in the Split Dollar Agreement and Endorsement attached as Addendum A between the Company and the Executive in lieu of any other benefit payable hereunder.

3.2 Death During Benefit Period. If the Executive dies after any benefit payments provided pursuant to Article II have commenced under 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 and no death benefit shall be payable under this Article 3.

3.3 Death After Termination of Employment But Before Benefit Payments Commence. If the Executive is entitled to any benefit payments provided pursuant to Article II under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the 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 accepted 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 incapacitated, 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, incapacitated person or incapable person. The Company may require proof of incapacity, 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 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 two years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Company.

5.3 Removal. If the Executive is removed from office and/or permanently prohibitedfrom participating in the conduct of the Company's affairs by an order issued under Section 8 (e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Company under this Agreement shall terminate as of the effective date of the order.

5.4 Insolvency. If the Michigan Financial Institutions Division appoints the Federal Deposit Insurance Corporation as receiver for the Company pursuant to Michigan Comp. Laws 487.12402, all obligations under this Agreement shall terminate as of the date of the Company's declared insolvency, but vested rights of the contracting parties shall not be affected.

5.5 FDIC Open-Bank Assistance. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of the contract is necessary for the continued operation of the Company, at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that have already vested, however, shall not be affected by such action.

Article 6

Claims and Review Procedures

6.1 Claims Procedure. The Company shall notify any person or entity the makes a claim against the Agreement (the "Claimant") in writing, within ninety (90) days of Claimant's written application for benefits, or his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days.

6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If,

because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty (60) days at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 7

Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.

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 Successors: Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform this Agreement if no such succession had taken place. Failure of the Company to obtain such assumption agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.

8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the 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) Interpreting the provisions of the Agreement;

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

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.10 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.11 Severability. If for any reason any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, not held so invalid, and the rest of such provision, together with all other provisions of this Agreement shall, to the full extent consistent with the law, continue in full force and effect.

8.12 Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

8.13 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a) If to the Company, to:

Board of Directors

Monroe Bank & Trust

102 E. Front Street

Monroe, Michigan 48161

(b) If to the Executive, to:

Ronald D. LaBeau

2085 Hollywood Dr.

Monroe, MI 48162

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

8.14 (Intentionally left blank)

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.

EXECUTIVE:                                      COMPANY:

/s/ Ronald D. LaBeau                            MONROE BANK & TRUST
--------------------------
Ronald D. LaBeau                                By: /s/ James E. Morr
                                                   -----------------------
                                                        James E. Morr
                                                Title:  Executive Vice President

Plan Year              Accrual Balance                                Vested Accrual Balance

       Early Termination Annual Benefit Payable at 65         Disability Annual Benefit Payable at 65
       1                75,827                75,827                20,893            20,893
       2               157,948               157,948                40,184            40,184
       3               246,885               246,885                57,997            57,997
       4               343,203               343,203                74,445            74,445
       5               447,516               447,516                89,632            89,632
       6               560,487               560,487               103,655           103,655
       7               682,835               682,835               116,604           116,604
       8               815,337               815,337               128,560           128,560
       9               958,837               958,837               139,600           139,600

Addendum A

Monroe Bank & Trust Split Dollar Life Insurance Agreement

THIS SPLIT DOLLAR AGREEMENT is made and entered into this 27th day of December, 2000, by and between MONROE BANK & TRUST, located in Monroe, Michigan (the "Company"), and Ronald D. LaBeau (the "Executive"). This Split Dollar Agreement shall append the Split Dollar Endorsement entered into on even date herewith, or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive's life to be effective until the Executive's Normal Retirement Age of
65. The Company will pay life insurance premiums from its general assets.

Article 1

General Definitions

Capitalized terms not otherwise defined in this Split Dollar Agreement shall have the same meaning as defined in the Salary Continuation Agreement of even date herewith. The following terms shall have the meanings specified.

1 "Insurer" means Great-West Life & Annuity Insurance Company.

2 "Policy" means insurance policy no. 85998002 issued by the Insurer.

3 "Insured" means the Executive.

Article 2

Policy Ownership/Interests

2.1 Bank Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the beneficiary of any death proceeds remaining after the Executive's interest has been paid pursuant to Article 2.2 below.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of death proceeds in the amount of $958,837. The Executive shall also have the right to elect and change settlement options specified in the Policy that may be permitted. However, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this Section 2.2 if the Executive is not in the full-time employment of the Company at the time of death, except for reason of a leave of absence approved by the Company.

2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Split Dollar Agreement is in effect without first giving the Executive or the Executive's transferee a right of first refusal to purchase the Policy for the Policy's interpolated terminal reserve value. Such right of first refusal to purchase the Policy must be exercised within 60 days from the date the Company gives written notice of the Company's intention to sell, surrender or

transfer ownership of the Policy. This provision shall not impair the right of the Company to terminate this Split Dollar Agreement.

2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive's interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Agreement and Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company's creditors.

Article 3

Premiums

3.1 Premium Payment. The Company shall pay any premiums due on the Policy.

3.2 Imputed Income. The Company shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the net death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

Article 4

Assignment

The Executive may assign without consideration all interests in the Policy and in this Split Dollar Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Split Dollar Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Split Dollar Agreement.

Article 5

Insurer

The insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Split Dollar Agreement.

Article 6

Claims Procedure

6.1 Claims Procedure. The Company shall notify any person or entity that makes a claim under this Split Dollar Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Split Dollar Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to

the provisions of this Split Dollar Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Split Dollar Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within 60 days after receipt of the notice issued by the Company. Said petition shall state the specific reasons, which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Split Dollar Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 7

Amendments and Termination

This Split Dollar Agreement may be amended or terminated only by a written Split Dollar Agreement signed by the Company and the Executive. However, unless otherwise agreed to by the Company and The Executive, this Agreement will automatically terminate upon the Executive's 65th birthday.

Article 8

Miscellaneous

8.1 Binding Effect. This Split Dollar Agreement shall bind the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Employment. This Split Dollar 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 Successors; Binding Agreement. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by an assumption agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Split Dollar Agreement in the same manner and to the same extent that the Company would be required to perform this Split Dollar Agreement if no such succession had taken place.

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

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

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

(a) Interpreting the provisions of the Split Dollar Agreement;

(b) Establishing and revising the method of accounting for the Split Dollar Agreement;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Split Dollar Agreement.

8.7 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Split Dollar Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.8 Severability. If for any reason, any provision of this Split Dollar Agreement is held invalid, such invalidity shall not affect any other provision of this Split Dollar Agreement not held so invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If any provision of this Split Dollar Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, not held so invalid, and the rest of such provision, together with all other provisions of this Split Dollar Agreement shall, to the full extent consistent with the law, continue in full force and effect.

8.9 Headings. The headings of Sections herein are included solely for convenience or reference and shall not affect the meaning or interpretation of any provision of this Split Dollar Agreement.

8.10 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice.

(a) If to the Company to:

Board of Directors
Monroe Bank & Trust
102 East Front Street
Monroe, Michigan 48161

(b) If to the Executive, to:

Ronald D. LaBeau
2085 Hollywood Dr.
Monroe, MI 48162

and to such other or additional person or persons as either party shall have designated to the other party in writing by like notice.

IN WITNESS WHEREOF, the Company has caused this Split Dollar Agreement to be executed, sealed and attested on its behalf by its duly authorized officers and the Executive has hereunto set his/her hand as of the date and year first above written.

EXECUTIVE:                                  COMPANY:

                                            MONROE BANK & TRUST

/s/ Ronald D. LaBeau                        /s/ James E. Morr
Ronald D. LaBeau                            By: James E. Morr
                                            Its: Executive Vice President

Monroe Bank & Trust Split Dollar Agreement

Policy No. 85998002 Insured: Ronald D. LaBeau

Supplementing and amending the application for insurance to Great-West Life & Annuity Insurance Company ("Insurer") on October 20, 2000 (the application date), the applicant requests and directs that:

BENEFICIARIES

1. MONROE BANK & TRUST, located in Monroe, Michigan (the "Company"), shall be the beneficiary of any death proceeds remaining after the Insured's interest has been paid pursuant to paragraph (2) below.

2. The Insured or the Insured's transferee shall designate the beneficiary of death proceeds in the amount of $958,837, subject to the provisions of paragraph (5) below.

OWNERSHIP

3. The Owner of the Policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or the Insured's transferee in paragraph
(4) of this endorsement.

4. The Insured or the Insured's transferee shall have the right to assign his or her rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

5. Notwithstanding the provisions of paragraph (4) above, the Insured, the Insured's transferee or the Insured's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement if the Insured is not in the full-time employment of the Company at the time of death, except for reason of a leave of absence approved by the Company.

MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY

Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.

OWNER'S AUTHORITY

The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including the Owner's statement of the amount of premiums the Owner has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. The Insurer may rely on a sworn statement in form satisfactory to it furnished by the Owner, its successors or assigns, as to their interest and any payments made pursuant to such statement shall discharge the Company accordingly.

Any transferee's rights shall be subject to this Endorsement.

The Owner accepts and agrees to this split dollar endorsement.

The undersigned is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Monroe, Michigan, this 27th day of December, 2000

MONROE BANK & TRUST

/s/ James E. Morr

By:  James E. Morr

Its: Executive Vice President

Signed at Monroe, Michigan, this 27th day of December, 2000

THE INSURED:

/s/ Ronald D. LaBeau

Ronald D. LaBeau

EXHIBIT 10.3

Monroe Bank & Trust Split Dollar Life Insurance Agreement

The following agreement was entered into by the Bank and each of the ten named directors:

1. Connie S. Cape
2. Ronald J. Gruber
3. Thomas M. Huner
4. Gerald L. Kiser
5. Ronald D. LaBeau
6. Rocque E. Lipford
7. William D. McIntyre, Jr.
8. Michael J. Miller
9. Richard A. Sieb
10. Philip P. Swy

THIS AGREEMENT is made and entered into this ______day of February, 2001, by and between Monroe Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan (the "Company"), and _____________(the "DIRECTOR"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the DIRECTOR to remain a member of the Company's Board of Directors, the Company is willing to divide the death proceeds of a life insurance policy on the DIRECTOR's life. The Company will pay life insurance premiums from its general assets.

Article 1

General Definitions

The following terms shall have the meanings specified:

1.1 "Insurer" means Great-West Life & Annuity Insurance Company.

1.2 "Policy" means insurance policy no. ______________ issued by the Insurer.

1.3 "Insured" means the DIRECTOR.

1.4 "Termination of Service" means the DIRECTOR ceasing to be a member of the Company's Board of Directors for any reason whatsoever.

1.5 "Years of Service" means the total number of twelve-month periods during which the Director serves as a member of the Company's Board of Directors.

Article 2

Policy Ownership/Interests

2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the beneficiary of the death proceeds remaining after the DIRECTOR'S interest has been paid according to Section 2.2.

2.2 DIRECTOR's Interest. The DIRECTOR shall have the right to designate the beneficiary of his death proceeds of the Policy according to the following formula:

  Director Years of             Life Insurance
       Service                       Amount
Less than 3 yrs                    $500,000

3-5 years                          $600,000

6-10 years                         $750,000

10+ years                        $1,000,000

The DIRECTOR shall also have the right to elect and change settlement options specified in the Policy that may be permitted.

2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the DIRECTOR or the DIRECTOR's transferee the option to purchase the Policy for the Policy's interpolated terminal reserve value. Such right of first refusal to purchase the Policy must be exercised within 60 days from the date the Company gives written notice of the Company's intention to sell, surrender or transfer ownership of the Policy.

2.4 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the DIRECTOR's interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new Split Dollar Agreement and Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company's creditors.

Article 3

Premiums

3.1 Premium Payment. The Company shall pay any premiums due on the Policy.

3.2 Imputed Income. The Company shall impute income to the DIRECTOR in an amount equal to the current term rate for the DIRECTOR's age multiplied by the net death benefit payable to the DIRECTOR's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

Article 4

Assignment

The DIRECTOR may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the DIRECTOR transfers all of the DIRECTOR's interest in the Policy, then all of the DIRECTOR's interest in the Policy and in the Agreement shall be vested in the DIRECTOR's transferee, who shall be substituted as a party hereunder and the DIRECTOR shall have no further interest in the Policy or in this Agreement.

Article 5

Insurer

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

Article 6

Claims Procedure

6.1 Claims Procedure. The Company shall notify any person or entity that makes a claim under this Agreement (the "Claimant") in writing, within 90 days of Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special

circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90 days.

6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within 60 days after receipt of the notice issued by the Company. Said petition shall state the specific reasons, which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty-day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 7

Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the DIRECTOR.

Article 8

Miscellaneous

8.1 Binding Effect. This Agreement shall bind the DIRECTOR and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2 No Guarantee of Service. This Agreement is not a service policy or contract. This Agreement does not give the DIRECTOR the right to remain a director of the Company, nor does the Agreement interfere with the right of the Company's shareholder not to re-elect the DIRECTOR or the right of shareholders or the Board to remove an individual as a director of the Company. This Agreement also does not require the DIRECTOR to remain a director nor interfere with the DIRECTOR's right to terminate service at any time.

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

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.

8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

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

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

a) Interpreting the provisions of the Agreement;

b) Establishing and revising the method of accounting for the Agreement;

c) Maintaining a record of benefit payments; and

d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

8.8 Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the service of advisors and the delegation of ministerial duties to qualified individuals.

8.9 Severability. If for any reason, any provision of this Split Dollar Agreement is held invalid, such invalidity shall not affect any other provision of this Split Dollar Agreement not held so invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If any provision of this Split Dollar Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, not held so invalid, and the rest of such provision, together with all other provisions of this Split Dollar Agreement shall, to the full extent consistent with the law, continue in full force and effect.

8.10 Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Split Dollar Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.

DIRECTOR                             COMPANY:

                                     MONROE BANK & TRUST

________________________________      By /s/ Ronald D. LaBeau

                                             Ronald D. LaBeau
                                             President & Chief Executive Officer

Split Dollar Policy Endorsement

Monroe Bank & Trust Split Dollar Agreement

Policy No.___________________ Insured: ______________________

Supplementing and amending the application for insurance to Great-West Life & Annuity Insurance Company ("Insurer") on October 19, 2000, the applicant requests and directs that:

BENEFICIARIES

1. Monroe Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan (the "Company"), shall be the beneficiary of the death proceeds remaining after the Insured's interest has been paid according to paragraph (2) below.

2.The Insured or the Insured's transferee shall have the right to designate the beneficiary of a portion of the Policy death proceeds according to the following formula:

  Director Years of                Life Insurance
       Service                         Benefit
Less than 3 yrs                        $500,000

3-5 years                              $600,000

6-10 years                             $750,000

10+ years                            $1,000,000

The Insurer may rely on a certificate issued by an authorized officer of the Company for a determination of the Insured's Years of Service as a director of the Company.

OWNERSHIP

3. The Owner of the Policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or the Insured's transferee in paragraph (4) of this endorsement.

4. The Insured or the Insured's transferee shall have the right to assign his or her rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY

Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.

OWNER'S AUTHORITY

The Insurer is hereby authorized to recognized the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including the Owner's statement of the amount of premiums the Owner has paid on the Policy. This signature of the Owner shall be sufficient for the exercise of any rights under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. The Insurer may rely on a sworn statement in form satisfactory to it furnished by the Owner, its successors or assigns, as to their interest and any payments made pursuant to such statement shall discharge the Company accordingly.

Any transferee's rights shall be subject to this Endorsement.

The Owner accepts and agrees to this split dollar endorsement.

The undersigned is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Monroe, Michigan, this _______ day of February, 2001.

MONROE BANK & TRUST

By /s/   Ronald D. LaBeau

         Ronald D. LaBeau

President & Chief Executive Officer

The Insured accepts and agrees to the foregoing and, subject to the rights of the Owner as stated above, designates___________,(relationship:________________) as primary beneficiary(s) and ________________________ relationship:
______________ ) as secondary beneficiary of the portion of the proceeds described in (2) above.

Signed at Monroe, Michigan, this _______day of February, 2001.

THE INSURED:

EXHIBIT 10.4

Monroe Bank & Trust
Group Term Carve Out Plan

The following agreement was entered into by the Bank and each of its five executive officers, as well as with a number of other unnamed officers:

1. Ronald D. LaBeau
2. Thomas J. Bruck
3. James E. Morr
4. Eugene D. Greutman
5. Herbert J. Lock

THIS PLAN is made and entered into this 21st day of December, 2000, by and between the Monroe Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan (the "Company") and the Participant selected to participate in this Plan (the "Participant").

INTRODUCTION

The Company wishes to attract and retain highly qualified executives. To further this objective, the Company is willing to divide the death proceeds of certain life insurance policies which are owned by the Company on the lives of the participating executives with the designated beneficiary of each insured participating executive. The Company will pay the life insurance premiums from its general assets.

Article 1

Definitions

Whenever used in this Plan, the following terms shall have the meanings specified:

1.1 " Base Annual Salary" means the current base annual salary of the Participant at the earliest of (1) the date of the Participant's death; (2) the date of the Participant's Disability; (3) the Participant's Early Retirement Date; or (4) the Participant's Normal Retirement Date. Current Base Annual Salary shall be defined by reference to compensation of the type that would be required to be reported by Securities and Exchange Commission Rule 228.402(b) (17 C.F.R. ss.228.402(b)), specifically column (c) of that rule's Summary Compensation Table (or any successor provision).

1.2 [Intentionally Left Blank]

1.3 "Compensation Committee" means either the Compensation Committee designated from time to time by the Company's Board of Directors (as of the date this Plan is created, the Company identifies the board committee performing this function as the Personnel Committee) or a majority of the Company's Board of Directors, either of which shall hereinafter be referred to as the Compensation Committee.

1.4 "Disability" means, if the Participant is covered by a Company-sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Participant is not covered by such a policy, Disability means the Participant suffering a sickness, accident or injury which, in the judgment of a physician satisfactory to the Company, prevents the Participant from performing substantially all of the Participant's normal duties for the Company. As a condition to any benefits, the Company may require the Participant to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate. Any one of the following events also constitutes Disability: the total and irrecoverable loss of speech or hearing; the loss of sight of both eyes; the severance of both hands at or above the wrist; the severance of both feet at or above the ankles; or the severance of one entire hand and one entire foot.

1.5 "Early Retirement Age" means the Participant's attaining age 55, provided the Participant must have at least 5 Years of Service with the Company as of the Participant's 55th birthday.

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

1.7 "Early Termination Date" means the month, day and year in which Early Termination Occurs.

1.8 [Intentionally Left Blank]

1.9 "Insured" means the individual whose life is insured.

1.10 "Insurer" means the insurance company issuing the life insurance policy on the life of the Insured.

1.11 "Normal Retirement Age" means the Participant attaining age 65.

1.12 "Normal Retirement Date" means the later of the Normal Retirement Age or the date that the Participant terminates or is terminated for any reason other than Termination for Cause.

1.13 "Participant" means the employee who is designated by the Compensation Committee as eligible to participate in the Plan, elects in writing to participate in the Plan using the form attached hereto as Exhibit A, and signs a Split Dollar Endorsement for the Policy in which he or she is the Insured.

1.14 "Policy" or "Policies" means the individual insurance policy or policies adopted by the Compensation Committee for purposes of insuring a Participant's life under this Plan.

1.15 "Plan" means this instrument, including all amendments thereto.

1.16 "Terminated for Cause" or "Termination for Cause" means that the Company has terminated the Participant's employment for any of the following reasons:

(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 Participant's employment and resulting in an adverse effect on the Company. No act, or failure to act, on the Participant's part shall be considered "willful" unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.

1.17 "Years of Service" means the total number of twelve-month periods during which the Participant serves as an employee of the Company.

Article 2

Participation

2.1 Eligibility to Participate. The Compensation Committee in its sole discretion shall designate from time to time Participants that are eligible to participate in this Plan.

2.2 Participation. The eligible executive may participate in this Plan by executing an Election to Participate and a Split Dollar Endorsement. The Split Dollar Endorsement shall bind the Participant and his or her beneficiaries, assigns and transferees, to the terms and conditions of this Plan. An executive's participation is limited to only Policies where he or she is the Insured. Exhibit B attached hereto sets forth the original Insured Participants and the Policies on their lives.

2.3 Termination of Participation. A Participant's rights under this Plan shall cease and his or her participation in this Plan shall terminate if any of the following events occur:

(a) If the Participant is Terminated for Cause.

(b) If the Participant's employment with the Company is terminated prior to the Early Retirement Age for reasons other than Disability.

(c) If the Participant terminates employment due to Disability and thereafter becomes gainfully employed with an entity other than the Company.

In the event that the Company decides to maintain the Policy after the Participant's termination of participation in the Plan, the Company shall be the direct beneficiary of the entire death proceeds of the Policy.

2.4 Maintaining the Policy and Endorsement until Death. If any of the events listed below occur, the Company shall maintain the Policy in full force and effect and, in no event, shall the Company amend, terminate or otherwise abrogate the Participant's interest in the Policy, unless the Participant agrees pursuant to section 8.1. The Company may replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement if the Company and Participant execute a new Split Dollar Policy Endorsement for a comparable benefit, which Policy or any comparable policy shall be subject to the claims of the Company's creditors.

(a) Disability. If the Participant's employment with the Company is terminated due to Disability.

(b) Retirement. If the Participant's employment with the Company is terminated on or after Early Retirement Age.

(c) [Intentionally Left Blank]

Article 3

Policy Ownership/Interests

3.1 Participant's Interest. With respect to each Policy, the Participant or the Participant's assignee shall have the right to designate the beneficiary of one of the following death benefit amounts:

(a) Pre-Retirement Death Benefit. If the Participant was employed by the Company at the time of death, the death benefit shall be the lesser of (i) two times the Participant's Base Annual Salary, less the Participant's $50,000 group term life insurance benefit under the Company's group term life insurance policy; or (ii) $1 million.

(b) Post-Retirement Death Benefit. If the Participant was no longer employed by the Company at the time of death, but had terminated employment due to Disability or on or after Early Retirement Age, the death benefit shall be the lesser of (i) one times the Participant's Base Annual Salary or (ii) $1 million.

The Participant shall also have the right to elect and change settlement options with the consent of the Company and the Insurer.

3.2 Company's Interest. The Company shall own the Policies and shall have the right to exercise all incidents of ownership except that the Company shall not sell, surrender or transfer ownership of a Policy so long as a Participant has an interest in the Policy during the time periods as described in section 3.1. This provision shall not impair the right of the Company to terminate this Plan. With respect to each Policy, the Company shall be the direct beneficiary of the remaining death proceeds of the Policy after the Participant's Interest is determined according to section 3.1.

Article 4

Premiums

4.1 Premium Payment. The Company shall pay all premiums due on all Policies.

4.2 Imputed Income. The Company shall impute income to the Participant in an amount equal to the current term rate for the Participant's age multiplied by the aggregate death benefit payable to the Participant's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

Article 5

Assignment

Any Participant may assign without consideration all interests in his or her Policy and in this Plan to any person, entity or trust. In the event a Participant shall transfer all of his or her interest in the Policy, then all of that Participant's interest in his or her Policy and in the Plan shall be vested in his or her transferee, who shall be substituted as a party hereunder, and that Participant shall have no further interest in his or her Policy or in this Plan.

Article 6

Insurer

The Insurer shall be bound only by the terms of their corresponding Policy. Any payments the Insurer makes or actions it takes in accordance with a Policy shall fully discharge it from all claims, suits and demands of all persons relating to that Policy. The Insurer shall not be bound by the provisions of this Plan. The Insurer shall have the right to rely on the Company's representations with regard to any definitions, interpretations, or Policy interests as specified under this Plan.

Article 7

Claims Procedure

7.1 Claims Procedure. The Company shall notify any person or entity that makes a claim against this Plan (the "Claimant"), in writing, within ninety
(90) days of Claimant's written application for benefits, of his or her eligibility or benefits under this Plan. If the Company determines that Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of this Plan on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of this Plan's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days.

7.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitles him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing

within the sixty-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of this Plan on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty (60) days at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 8

Amendments and Termination

8.1 Amendment or Termination of Plan. Except as otherwise provided in section 2.4 (i) the Company may amend or terminate the Plan at any time, and
(ii) the Company may amend or terminate a Participant's rights under the Plan at any time prior to a Participant's death by written notice to the Participant.

8.2 [Intentionally Left Blank]

8.3 Participant Waiver. A Participant may, in the Participant's sole and absolute discretion, waive his or her rights under the Plan at any time. Any waiver permitted under this section 8.3 shall be in writing and delivered to the Board of Directors of the Company.

Article 9

Miscellaneous

9.1 Binding Effect. This Plan in conjunction with each Split Dollar Endorsement shall bind each Participant and the Company, their beneficiaries, survivors, executors, administrators and transferees and any Policy beneficiary.

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

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

9.4 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his/her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

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

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

(a) Interpreting the provisions of the Plan;

(b) Establishing and revising the method of accounting for the Plan;

(c) Maintaining a record of benefit payments; and

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Plan.

9.7 Designated Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

9.8 Severability. If for any reason any provision of this Agreement is held invalid such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall, to the full extent consistent with the law, continue in full force and effect. If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision, not held so invalid, and the rest of such provision, together with all other provisions of this Agreement shall, to the full extent consistent with the law, continue in full force and effect.

9.9 Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the Company executes this Plan as of the date indicated above.

COMPANY:

MONROE BANK & TRUST

By /s/ Ronald D. LaBeau

       Ronald D. LaBeau

Title President & Chief Executive Officer

Split Dollar Policy Endorsement

Monroe Bank & Trust Group Term Carve Out Plan

Policy No. ___________ Insured: ___________

Supplementing and amending the application of Monroe Bank & Trust (the Company) on October 20, 2000 to Great-West Life & Annuity Insurance Company (the Insurer), the applicant requests and directs that:

BENEFICIARIES

1. The beneficiary designated by the Insured, or his/her transferee shall be the beneficiary of one of the following death benefit amounts, subject to the provisions of paragraph 5 below:

(a) Pre-Retirement Death Benefit. If the Insured/Participant was employed by the Company at the time of death, the death benefit shall be the lesser of: (i) two times the Participant's Base Annual Salary (defined in the Monroe Bank & Trust Group Term Carve Out Plan dated December 21, 2000 (the "Plan"), less $50,000; or (ii) $1 million.

(b) Post-Retirement Death Benefit. If the Insured/Participant was no longer employed by the Company at the time of death, but terminated due to Disability (defined in the Plan) or on or after Early Retirement Age (defined in the Plan), the death benefit shall be the lesser of: (i) one times the Participant's Base Annual Salary (defined in the Plan); or (ii) $1 million.

The Insurer may rely on a certificate issued by an authorized officer of Monroe Bank & Trust for a determination of the amount equal to one or two times Base Annual Salary of the Insured.

2. The beneficiary of any remaining death proceeds shall be Monroe Bank & Trust, a Michigan-chartered commercial bank located in Monroe, Michigan (the Company).

OWNERSHIP

3. The Owner of the Policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or his/her transferee in paragraph (4) of this endorsement.

4. The Insured or his/her transferee shall have the right to assign all rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (1) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

5. Notwithstanding the provisions of paragraph (4) above, the Insured or the Insured's transferee shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (1) of this endorsement if any of the following events occur:

(a) If the Insured/Participant is Terminated for Cause (defined in the Plan).

(b) If the Insured/Participant's employment with the Company is terminated prior to Early Retirement Age (defined in the Plan), for reasons other then Disability (defined in the Plan).

(c) If the Insured/Participant terminates employment due to Disability (defined in the Plan) and thereafter becomes gainfully employed with an entity other than the Company.

MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY
Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in paragraph (3) above shall be limited to the portion of the proceeds described in paragraph (2) above.

OWNER'S AUTHORITY
The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including the Owner's statement of the amount of premiums the Owner has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this Endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release to the Insurer. The insurer may rely on a sworn statement in form satisfactory to it furnished by the Owner, its successors or assigns, as to their interest and any payment made pursuant to such statement shall discharge the Company accordingly.

Any transferee's rights shall be subject to this Endorsement.

The Owner accepts and agrees to this split dollar endorsement.

The undersigned is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Monroe, Michigan, this 27th day of December, 2000.

COMPANY

Monroe Bank & Trust

By: /s/ Ronald D. LaBeau

        Ronald D. LaBeau

Its: President & Chief Executive Officer