Exhibit 10.1     Amended and Restated Change in Control Agreement with H. Douglas Chaffin

AMENDED AND RESTATED

CHANGE IN CONTROL AGREEMENT

July 16, 2018

This is an amended and restated agreement (the “Agreement”) of that certain Amended and Restated Change in Control Agreement by and between MBT Financial Corp., a Michigan Corporation ("MBT") and H. Douglas Chaffin ("Executive") dated January 3, 2006.

RECITALS

Whereas, MBT is a bank holding company whose principal subsidiary is engaged in the business of banking and businesses incidental thereto.

Whereas, Executive possesses unique skills, knowledge and experience relating to the business of MBT.

Whereas, MBT desires to retain the future services of Executive, and, in that connection, Executive desires to be assured that, in the event of a change in the control of MBT, Executive will be provided with an adequate severance payment for termination without cause or as compensation for Executive's severance because of a material change in his duties and functions.

Whereas, MBT desires to be assured of the objectivity of Executive in evaluating a potential change of control and advising whether or not a potential change of control is in the best interest of MBT and its shareholders.

Whereas , MBT desires to induce Executive to remain in the employ of the Company following a change of control to provide for continuity of management.

NOW, THEREFORE, in consideration of the premises and of their mutual covenants expressed in this Agreement, the parties hereto make the following agreement, intending to be legally bound thereby:

Section 1 - Definitions.

Section 2 - Term of Agreement.

This Agreement shall terminate on the date which is the earliest of:

Notwithstanding any termination of this Agreement, the Company’s obligations under Sections 4 and 6 and Executive’s obligations under Section 9 of this Agreement shall survive the termination of the Agreement, and shall remain in force until the latest of: (i) the date the Agreement terminates under the preceding sentence, (ii) the date the Company has completed payment of all amounts due under Sections 4 and 6, and (iii) the performance of Executive’s obligations under Section 9 hereof.

Section 3 - Reduction in Compensation Proscribed After a Change in Control.

From the date of a Change in Control to the date of termination of this Agreement Executive shall receive as compensation, while still employed by Company, a salary at a rate no less than the highest rate in effect during the one-year period before the Change in Control, and shall, in addition, be entitled to receive a bonus equal to at least the average of the last three years bonuses paid before the Change in Control. In addition, during such period, the Company shall pay and provide for Executive at no cost to Executive, all of his then-current fringe benefits, including but not limited to health, disability, dental, life insurance and club memberships, all of which shall be at levels and amounts no less favorable than levels and amounts in effect as of the Change in Control.

Section 4 – Payments Due After a Change in Control.

Section 5 – Qualified and Non-Qualified Retirement Pension Plans.

Nothing in this Agreement shall reduce any pension benefits or benefits from other qualified or non-qualified retirement plans maintained by Company to which Executive is otherwise entitled without regard to this Agreement.

Section 6 – Provision for Outplacement Services.

In the event of the termination of employment of Executive requiring the payments specified in Section 4 of this Agreement, Executive shall be entitled to six months of out-placement services following termination of employment. Such services shall include employment counseling, resume services, executive placement services and similar services generally provided to executives by professional executive out placement service providers. All costs of such out placement services shall be paid for by the Company.

Section 7 – Arbitration.

Subject to the Company’s right to seek injunctive relief under Section 9 of this Agreement, the parties hereto agree to arbitrate any issue, misunderstanding, disagreement or dispute in connection with the terms in effect in this Agreement in accordance with the Rules of the American Arbitration Association, before one arbitrator mutually agreeable to the parties. If either party determines that the parties have been unable to agree upon one arbitrator, then such party may appoint one arbitrator and require the other party to appoint a second arbitrator. Whereupon, the two appointed arbitrators shall appoint a third neutral arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the American Arbitration Association shall select the third arbitrator. Failure by a party to either (i) accept as mutually agreeable, or (ii) appoint an arbitrator, within 30 days of receipt of notice of the appointment of an arbitrator by the other party, shall be deemed as acceptance of arbitration by such single arbitrator. The arbitration shall occur in Monroe, Michigan, or such other place as mutually agreed upon. The prevailing party shall be entitled to recover any and all costs associated with any arbitration proceeding (and any subsequent proceeding to enforce rights thereunder) including the recovery of reasonable attorneys fees. Judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Section 8 – Right to Other Benefits.

Except as otherwise specified herein, nothing in this Agreement shall abridge, eliminate, or cause Executive to lose Executive's right or entitlement to any other Company benefit to which Executive may be entitled due to his status as an employee under any plan or policy of Company on such terms and conditions as are required of any employee under any plan or policy of Company. Further, nothing in this Agreement shall create in Executive any greater rights or entitlements, except as specified in this Agreement. The plans and policies referred to in this Section 8 include, but are not limited to, life insurance plans, dental, disability or health insurance benefits, severance policies, club memberships, and accrued vacation pay.

Section 9 – Noncompetition and Nonsolicitation Agreement and Business Protection.

Notwithstanding anything to the contrary contained elsewhere in this Agreement:

A.     Noncompetition Agreement and Nonsolicitation Agreement

B.      Confidential Information

Executive has obtained and may obtain confidential information concerning the businesses, operations, financial affairs, organizational and personnel matters, policies, procedures and other non-public matters of Company and its affiliates, and those of third-parties that is not generally disclosed to persons not employed by Company or its subsidiaries. Such information (referred to herein as the “Confidential Information”) may have been or may be provided in written form or orally. Executive shall not disclose to any other person the Confidential Information at any time during his employment with Company or after the termination of his employment, provided that Executive may disclose such Confidential Information only to a person who is then a director, officer, employee, partner, attorney or agent of Company who, in Executive’s reasonable good faith judgment, has a need to know the Confidential Information.

C.     Remedies

Section 10 – Notice and Payments.

All payments required or permitted to be made under the provisions of this Agreement, and all notices and other communications required or permitted to be given or delivered under this Agreement to Company or to Executive, which notices or communications must be in writing, shall be deemed to have been given if delivered by hand, or mailed by first-class mail, addressed as follows:

Company or Executive may, by notice given to the other from time to time and at any time, designate a different address for making payments required to be made, and for the giving of notices or other communications required or permitted to be given, to the party designating such new address.

Section 11 – Payroll Taxes.

Any payment required or permitted to be made or given to Executive under this Agreement shall be subject to the withholding and other requirements of applicable laws, and to the deduction requirements of any benefit plan maintained by Company in which Executive is a participant, and to all reporting, filing and other requirements in respect of such payments, and Company shall use it best efforts promptly to satisfy all such requirements.

Section 12 – Governing Law.

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

Section 13 – Duplicate Originals.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall constitute a single instrument.

Section 14 – Captions.

The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretations, construction or meaning and are in no way to be construed as a part of this Agreement.

Section 15 – Severability.

If any provision of this Agreement or the application of any provision to any person or any circumstances shall be determined to be invalid or unenforceable, such provision or portion thereof shall nevertheless be effective and enforceable to the extent determined reasonable. Such determination shall not affect any other provision of this Agreement or the application of said provision to any other person or circumstance, all of which other provisions shall remain in full force and effect, and it is the intention of Company and Executive that if any provision of this Agreement is susceptible of two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provisions unenforceable, then the provisions shall have the meaning which renders it enforceable.

Section l6 – Number and Gender.

When used in this Agreement, the number and gender of each pronoun shall be construed to be such number and gender as the context, circumstances or its antecedent may require.

Section 17 – Successor and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns (including successive, as well as immediate, successors and assigns) of Company; provided, however, that Company may not assign this Agreement or any of its rights or obligations hereunder to any party other than a corporation which succeeds to substantially all of the business and assets of Company by merger, consolidation, sale of assets or otherwise. This Agreement shall inure to the benefit of and be binding upon the successor and assigns (including successive, as well as immediate, successors and assigns) of Executive; provided, however, that the right of Executive under this Agreement may be assigned only to his personal representative or trustee or by will or pursuant to applicable laws of descent and distribution.

Section 18 –Prior Agreement Superseded.

This Agreement supersedes all previous versions of this agreement.

IN WITNESS WHEREOF , the parties hereto have caused this Amended Agreement to be executed on and to be effective on __________, 2018.

Exhibit A
Change in Control Definition

A “Change in Control” shall mean a “Change in Ownership” as defined in (a) hereof; a “Change in Effective Control” as defined in (b), hereof; or a “Change in Ownership of a Substantial Portion of Assets” as defined in (c) hereof.

11

July 16, 2018

Dear __________________ :

I want to take this opportunity to reiterate how important you are as a senior member of the MBT Financial Corp. and/or its subsidiary Monroe Bank & Trust (collectively the “Company”) management team and to thank you for your commitment to our success. As you know, we face many opportunities and challenges as our industry continues to evolve, and this Agreement, which addresses your entitlement to severance benefits should you separate from the Company while these terms are in effect, is intended to give you the security to focus on your contributions as we move forward.

TERM OF AGREEMENT: This Agreement shall commence on the date hereof and shall continue in effect until December 31, 2018, and will be automatically renewed thereafter on an annual basis for successive one-year terms unless the Company provides you with written notice that the Agreement will not be renewed ("Notice of Non-Renewal") no later than 60 days prior to the expiration of the then-current term. Notwithstanding the foregoing, in the event a Change in Control (as defined in Exhibit A) occurs during the then current term, the term of this Agreement shall not end prior to the first anniversary of such Change in Control.

SEPARATION FROM EMPLOYMENT: Your employment with the Company is at-will. Under certain circumstances, however, you will be entitled to severance benefits should you separate from employment during the term of this Agreement. The following provisions govern your compensation and benefits should you separate from employment during the term of this Agreement.

QUALIFYING TERMINATION: Should you incur a Qualifying Termination (as defined below) you will be eligible for the following payments and benefits, provided that you remain in compliance with your obligations under the terms of this agreement, including, but not limited to the provisions regarding non-competition, non-solicitation, and non-disparagement, and the Release (as defined below). Should you fail to comply with your obligations under this Agreement or the Release, the Company may, in addition to any other available remedies, cease making any payment or benefit provided for herein.

SEPARATION PAYMENT: A separation payment, before applicable deductions, equal to one and one-half (1.5) times the sum of your base salary as in effect as of your termination of employment, plus in the event of a Qualifying Termination under subparagraphs (3) or (4) as set forth in the definition below of Qualifying Termination, an amount equal to the average annual cash bonuses received by you during the three year period ending prior to the year in which the Change in Control occurs (the "Separation Payment").

If you have executed and returned the Release described below within thirty days after the date of your Qualifying Termination, the Separation Payment shall be paid as follows: 50% of the Separation Payment shall be paid to you within ten business days of your execution of the Release, with the remaining 50% to be paid in equal installments, without interest, commencing on the Company's second regularly scheduled payroll following your execution of the Release and ending with the Company's regularly scheduled payroll one year later (the "Separation Pay Period"), provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid until the first business day of the subsequent calendar year. In the event of a change in payroll practice during the Separation Pay Period, the Company may adjust the amounts of such installments as necessary to ensure that the total amount paid is equal to the Separation Payment, as defined above. Notwithstanding the foregoing, in the event of a Qualifying Termination within one year following a Change in Control, the Separation Payment shall be paid in a single lump sum within ten (10) business days following the effective date of the Qualifying Termination, again provided that if the ten business day period would end in a later calendar year than the date of the Qualifying Termination, no part of the Separation Payment shall be paid during the earlier calendar year.

HEALTH BENEFIT CONTINUATION: The Company will pay the COBRA premiums for continuation of healthcare benefits for you and your eligible dependents for so long as you are otherwise eligible for such coverage during the 12-month period following a Qualifying Termination. You will be responsible for all other costs, such as co-payments and deductibles.

DEFINITION OF QUALIFYING TERMINATION: For purposes of this Agreement, a Qualifying Termination shall mean any of the following:

You will not be deemed to have incurred a Qualifying Termination unless you execute, within 30 days of your separation from service, a release of claims in a form substantially similar to the form attached as Exhibit B hereto (the "Release"). Under no circumstances will your resignation or termination from employment as a result of Disability (as defined below) or death constitute a Qualifying Termination.

INVOLUNTARY TERMINATION FOR CAUSE/RESIGNATION NOT CONSTITUTING A QUALIFYING TERMINATION: If you are involuntarily terminated for Cause (other than during the twelve months following a Change in Control) or resign your employment (other than a resignation constituting a Qualifying Termination), you will not be entitled to any severance payment under this Agreement. The Company will have no other obligations under this Agreement, and all compensation and benefits will be determined by the terms of the governing plan or program.

EXCISE TAX ROLLBACK: In the event the payments required under this Agreement, when added together with any other amounts required to be included by you under the provisions of the Internal Revenue Code of 1986, as amended, result in an "Excess Parachute Payment," as that term is defined in Section 280G of the Code, then the amount of the payments provided for in this agreement will be reduced in an amount which eliminates any and all excise tax to be imposed under Section 4999 (or any successor thereto) of the Code.

COVENANTS: In your role with the Company (which, for purposes of these Covenants includes the Company, its subsidiaries, affiliates, related entities, and successors), you will have access to confidential and proprietary information, and your access to such information is intrinsic to, and essential to the success of, your employment by the Company. In consideration of your access to such information, your continuing employment with the Company, and the payments and benefits provided for under this Agreement, you agree to the following Covenants, which you agree are reasonable and necessary for the protection of the Company's legitimate business interests, including, but not limited to, goodwill and information which is confidential and proprietary to the Company.

A.     Noncompetition Agreement and Nonsolicitation Agreement

B.     Confidential Information:

You have obtained and may obtain confidential information concerning the businesses, operations, financial affairs, organizational and personnel matters, policies, procedures and other non-public matters of the Company and its affiliates, and those of third-parties that is not generally disclosed to persons not employed by the Company or its subsidiaries. Such information (referred to herein as the “Confidential Information”) may have been or may be provided in written form or orally. You will not disclose to any other person the Confidential Information at any time during your employment with the Company or after the termination of your employment, provided that you may disclose such Confidential Information only to a person who is then a director, officer, employee, partner, attorney or agent of the Company who, in your reasonable good faith judgment, has a need to know the Confidential Information.

D.     Remedies:

ARBITRATION: Except for claims by the Company arising out of your alleged breach of obligations under the Covenants section of this Agreement, all disputes arising out of or relating to this Agreement or to your employment or the termination thereof, will be resolved by final and binding arbitration in Monroe, Michigan, under the Federal Arbitration Act in accordance with the Employment Dispute Resolution Rules then in effect with the American Arbitration Association. This paragraph will apply both during and after termination of the employment relationship. Either party will have the right to enforce this agreement to arbitrate in either federal or state court.

All proceedings and documents prepared in connection with any arbitration under this Agreement will be Confidential Information and, unless otherwise required by law, the contents or subject matter thereof will not be disclosed to any person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator, and, if court enforcement of an arbitration award is sought, the court and court staff hearing such matter.

Should a dispute under this Agreement be submitted to arbitration and you prevail in that arbitration, you will be entitled to recover your reasonable expenses you incurred in connection with that arbitration, including but not limited to attorneys' fees and arbitrators' fees, from the Company. Should the Company prevail, each party will pay its own costs. Notwithstanding the foregoing, the Company will promptly pay or reimburse you for all reasonable legal fees incurred by you in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement relating to the termination of your employment within one year following a Change in Control.

IMPACT ON OTHER COMPENSATION AND BENEFIT PROGRAMS: There will be no duplication between payments made under this Agreement and any payment or benefit under any other plan, program, agreement, or arrangement. Except as otherwise specifically provided for herein, payments under this Agreement will not be considered compensation for purposes of any compensation, deferred compensation, insurance, pension, savings, or other benefit plan.

CONTROLLING LAW: Except where otherwise provided for herein, this Agreement will be governed in all respects by the laws of the State of Michigan, excluding any conflict-of-law rule or principle that might refer the construction of the Agreement to the laws of another State or country.

NOTICES: Any notices under this agreement that are required to be given to the Company will be addressed to Corporate Secretary, MBT Financial Corp., 102 E. Front Street, Monroe, Michigan 48161, and any notices required to be given to you will be sent to your address as shown in the Company's records.

POTENTIAL IMPACT OF CODE SECTION 409A AND DELAY IN D istributions :  The payments to you under this Agreement are intended to be exempt from the rules Section 409A of the Code imposes on deferred compensation, pursuant to the exemptions provided by Treasury Regulation sections 1.409A-1(b)(4) ( the "short term deferral" exemption) or 1.409A-1(b)(9) ( the "separation pay" exemption), and shall be administered accordingly.  Nonetheless, if the Company determines that any severance payment or benefit payable to you under this Agreement would be deferred compensation within the meaning of the Internal Revenue Code (the “Code”), and that, at the time the severance payment or benefit would otherwise be payable, you are a “specified employee” [as defined below] of the Company, the distribution of your benefit may not be made until six months after the date of your separation from service with the Company [as that term may be defined in Section 409A(a)(2)(A)(i) of the Code and regulations promulgated thereunder], or, if earlier the date of your death. This requirement shall remain in effect only for periods in which the stock of the Company is publicly traded on an established securities market.

For purposes of this subparagraph a “specified employee” shall mean any employee of the Company who is a “key employee” of the Company within the meaning of Code section 416(i). This shall include any employee who is (i) a 5-percent owner of the Company’s common stock, or (ii) an officer of the Company with annual compensation from the Company of $130,000.00 or more, or (iii) a 1-percent owner of Company’s common stock with annual compensation from the Company of $150,000.00 or more (or such higher annual limit as may be in effect for years subsequent to 2005 pursuant to indexing section 416(i) of the Code).

SEPARABILITY AND CONSTRUCTION: If any provision of this Agreement is determined to be invalid, unenforceable, or unlawful by an arbitrator or a court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and the provisions that are determined to be invalid, unenforceable, or unlawful will either be limited so that they will remain in effect to the extent permissible by law or such arbitrator or court will substitute, to the extent enforceable, provisions similar thereto or other provision so as to provide, to the fullest extent allowed by law, the benefits intended by this Agreement.

WAIVER OF BREACH: No failure by any party to give notice of any breach of, or to require compliance with, any condition or provision of this Agreement will be deemed a waiver or relinquishment of that party's rights, and no waiver or relinquishment of rights by any party at any one or more times will be deemed to be a waiver or relinquishment of such right or power at any other time or times.

ENTIRE AGREEMENT: This Agreement, together with the plan documents referred to herein, as amended from time to time, will constitute the entire understanding relating to the severance benefits for which you are eligible upon your separation from employment with the Company, and any previous severance agreements (or other agreements providing for severance benefits, to the extent that they provide for severance benefits), whether written or oral, between you and the Company will be deemed to be revoked and canceled for all purposes as of the date of this Agreement. There will be no duplication between payments made pursuant to this Agreement and payments made under any other plan, program, arrangement, or agreement.

MODIFICATION IN WRITING: No addition to, or modification of, this Agreement will be effective, unless it is in writing and signed by both you and an authorized representative of the Company.

I hope that this Agreement provides you with the level of security and incentive that will allow you to continue as a leader at the Company to the best of your abilities. Please sign below and return an executed original to indicate your acceptance of these terms.

Sincerely,

H. Douglas Chaffin

President & Chief Executive Officer

MBT Financial Corp.

I have read, understand, and agree to the foregoing terms and conditions.

Exhibit A
Change in Control Definition

A “Change in Control” shall mean a “Change in Ownership” as defined in (a) hereof; a “Change in Effective Control” as defined in (b), hereof; or a “Change in Ownership of a Substantial Portion of Assets” as defined in (c) hereof.

There is no Change in Control Event under this subsection (c) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to --

Exhibit B
Release of Claims

I acknowledge that I have had at least twenty-one days to decide whether to execute this Release of Claims ("Release") and that I have been advised in writing to consult an attorney before executing this Release. I acknowledge that I have seven days from the date I execute this Release to revoke my signature. I understand that if I choose to revoke this Release I must deliver my written revocation to the Company before the end of the seven-day period.

I, for myself, my heirs, successors, and assigns do hereby settle, waive, and release the Company ("the Company") and any of its past and present officers, owners, stockholders, partners, directors, agents, employees, successors, predecessors, assigns, representatives, attorneys, divisions, subsidiaries, or affiliates from any and all claims, charges, complaints, rights, demands, actions, and causes of action of any kind or character, in contract, tort, or otherwise, based on actions or omissions occurring in the past and/or present, and regardless of whether known or unknown to me at this time, including those not specifically mentioned in this Release. Among the rights, claims, and causes of action which I give up under this Release are those arising in connection with my employment and the termination of my employment, including rights or claims under federal, state and local fair employment practice or discrimination laws (including the various Civil Rights Acts, the Age Discrimination in Employment Act, the Equal Pay Act, and any similar state laws of the State of Michigan), laws pertaining to breach of employment contract, wrongful termination or other wrongful treatment, and any other laws or rights relating to my employment with the Company and the termination of that employment. I acknowledge that I am aware of my rights under the Age Discrimination in Employment Act, and that I am knowingly and voluntarily waiving and releasing any claim of age discrimination which I may have under that statute as part of this Release. This agreement does not waive or release any rights, claims, or causes of action that may arise from acts or omissions occurring after the date I execute this Release, nor does this agreement waive or release any rights, claims or causes of action relating to (A) indemnification from the Company and its affiliates with respect to my activities on behalf of the Company and its affiliates prior to my termination of employment, (B) compensation or benefits to which I am entitled under any compensation or benefit plans of the Company or its affiliates or (C) amounts to which I am entitled pursuant to the Agreement to which a form of this Release of Claims was attached as Exhibit B. Except as contemplated by the preceding sentence, I agree not to bring or join any lawsuit or file any claim against the Company in any court relating to my employment or the termination of my employment.

10

AMENDED AND RESTATED

MONROE BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

[H. Douglas Chaffin]

THIS AMENDED AND RESTATED AGREEMENT is adopted this 16th day of July , 2018 , by and between MONROE BANK & TRUST, a state-chartered commercial bank located in Monroe, Michigan (the "Company"), and H. DOUGLAS CHAFFIN (the "Executive").

RECITALS

Whereas, on the 1st day of July, 2003, the Company and the Executive entered into the Monroe Bank & Trust Supplemental Executive Retirement Agreement (the “Agreement” or “SERP”) to encourage the Executive to remain an employee of the Company by providing supplemental retirement benefits to the Executive; and

Whereas, the SERP was Amended and Restated on June 4, 2007, in order to comply with the requirements applicable to deferred compensation arrangements under Section 409A of the Internal Revenue Code and to make certain other changes to the SERP; and

Whereas, the SERP was previously amended on August 25, 2011, to provide for the elimination of the otherwise required benefit accrual for the 2010 Plan Year; and

Whereas, the Company and the Executive now desire to further amend the SERP to reverse the effect of the 2011 amendment and to amend certain benefit calculations provided for in the SERP.

AGREEMENT

The Company and the Executive agree as follows:

Article 1

Definitions

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

1.1     1. “ Accrual Balance ” shall mean the amount that reflects the benefits accrual resulting from the payments owed to the Executive under the provisions of Section 2.1 hereof, computed in accordance with the assumptions set forth in Addendum A.

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

1.3       1. "Effective Date" means July 1, 2003.

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

1.4       1. "Normal Retirement Age" means the Executive's 65 ^th birthday.

1.5       1. "Retirement" means the voluntary retirement, other than by reason of death, of the Executive resulting in a Termination of Employment.

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

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

1.8       1. "Termination for Cause" See Article 5.

1.9      "Termination of Employment" means the termination of the Executive’s employment with the Company for reasons other than death. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intend for the Executive to provide significant services for the Company following such termination. A change in the Executive's employment status will not be considered a Termination of Employment if the Executive continues to provide service to the Company at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such service is fifty percent (50%) or more of the average annual remuneration earned during the final three years of employment (or if less, such lesser period). A change in the Executive’s employment status will be considered a Termination of Employment if as a result of such change the level of bona fide services the Executive continues to provide to the Company decreases to an annual rate that is twenty percent (20%) or less of the service rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period).

Article 2

Benefits During Lifetime

2.1       Retirement Benefit. Upon Retirement, 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(computed as indicated in the example presented in Addendum B hereof) is sixty-five percent (65%) of the Executive's Final Pay, reduced by:

2.1.2 Payment of Benefit . The Company shall pay the retirement benefit in 120 equal monthly installments commencing the month following Executive’s Retirement.

2.1.3 Vesting of Benefit . Prior to this amendment and restatement Executive became and remains fully vested in the benefits provided for in this Agreement on April 4, 2009.

2.2      Restriction on Timing of Distributions .  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.2 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified.

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

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

Article 3

Death Benefits

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

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

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

Article 4

Beneficiaries

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

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

Article 5

General Limitations

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

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

5.3       Competition After Termination of Employment. The Company shall not pay any benefit under this Agreement if the Executive, within 12 months following Termination of Employment, without the prior written consent of the Company, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Company, which enterprise is, or may deemed to be, competitive with any business carried on by the Company as of the date of termination of the Executive's employment or retirement. This section shall not apply following a Change of Control as defined by 7.3(a) hereof.

Article 6

Claims and Review Procedures

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

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

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

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

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

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

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

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

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

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

Article 7

Amendments and Termination

In connection with termination of this Agreement as provided in this Section 7.3, the Company shall distribute the amount of the Accrual Balance as of the date of the termination of the Agreement and in accordance with the assumptions and provisions of Addendum A, which amount shall be distributed to the Executive in a lump sum.

Article 8

Miscellaneous

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

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

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

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

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

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

Addendum A – Determination of Accrual Balance

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

Addendum B – Retirement Benefit (Refer to Section 2.1)

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

Assumed termination: December 31, 2017

$188,321           Projected retirement benefit

10