(i) the Participant shall not be entitled to delivery of the certificate orcertificates for any of the Restricted Shares until the restrictions imposed by thisAgreement have lapsed with respect to those Restricted Shares;     (ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwiseencumbered or disposed of by the Participant before these restrictions have lapsed, exceptwith the consent of the Company; and     (iii) the Restricted Shares shall be subject to forfeiture upon termination of theParticipant’s employment with the Company to the extent set forth in the Plan and as furtherprovided for below.     (b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions setforth in this Agreement shall be ineffective.      3. Vesting and Forfeiture.          Pursuant to terms of the Plan the Committee has determined that the restrictions applicable tothe Restricted Shares shall lapse and the Restricted Shares shall vest on the earliest of thefollowing events, or at such earlier time as the restrictions may lapse pursuant to the terms ofthe Plan.     (a) death of the Participant;     (b) upon the Disability of the Participant as defined in the Plan;     (c) retirement of the Participant on or after attainment of age 62;     (d) a Change in Control, as defined in the Plan, of the Company; or     (e) December 31, 2011.          In the event of the termination of employment of the Participant prior to the vesting of theRestricted Shares as herein provided for, or as otherwise provided by the terms of the Plan, theParticipant shall forfeit any rights to such Restricted Shares and shall thereafter have no furtherright or claim thereto.      4. Issuance of Stock Certificates for Shares.          The stock certificate or certificates representing the Restricted Shares shall be issuedpromptly following the execution of this Agreement, and shall be delivered to the CorporateSecretary or such other custodian as may be designated by the Company, to be held until therestrictions lapse. Such stock certificate or certificates shall bear the following legend:          *“The transferability of this certificate and the shares of stock representedhereby are subject to the terms and conditions (including forfeiture) of aRestricted Share Agreement entered into between the registered owner and MBTFinancial Corp. Copies of such Agreement are on file in the offices of theCorporate Secretary, MBT Financial Corp, 10 Washington Street, Monroe, Michigan48161, which will be provided, without charge, to the shareholder upon five dayswritten request therefore.”*
 

 
          Once the restrictions imposed by this Agreement have lapsed with respect to the RestrictedShares, a stock certificate for the Restricted Shares shall be returned and exchanged for a newunlegended stock certificate representing the newly vested shares. The new certificate shall bedelivered to the Participant (or to the person to whom the rights of the Participant shall havepassed by will or the laws of descent and distribution) promptly after the date on which therestrictions imposed on such shares by this Agreement have lapsed, but not before the Participanthas made arrangements satisfactory to the Company for tax withholding (as required by Section 5),and provided that any certificate representing the portion of the newly vested shares (if any) thatthe Participant applies to satisfy his or her tax withholding obligations pursuant to Section 5(b)below shall be delivered to the Company rather than the Participant.      The Company assumes no obligation to register the Restricted Shares under the provisions ofSecurities Act of 1933 nor any state security law and may subject the Restricted Shares to suchadditional restrictions on transferability as it deems necessary or advisable to comply with thesecurities laws. The Company may affix the following legend to the certificate representing theRestricted Shares, whether before or after the vesting thereof.The securities represented by this certificate have not been registered under the SecuritiesAct of 1933, as amended, and may not be sold, pledged, hypothecated, donated, or otherwisetransferred, whether or not for consideration, unless the Shares have been registered undersaid Act or an exemption from such registration requirement is available. If the Shares areto be sold or transferred pursuant to an exemption from the registration requirement, theCompany may require a written opinion of counsel, satisfactory to counsel for Company, to theeffect that registration is not required and that such transfer will not violate said Act orapplicable state securities laws.      5. Tax Reporting and Withholding.          The Participant is an employee of either the Company, or a Subsidiary, as such terms aredefined in the Plan. The Company will make and file, or cause to made and filed by the Subsidiarythat employs the Participant, all required tax reports with respect to federal, state and localtaxes applicable to the Restricted Shares.          Upon the earlier to occur of (i) the date the restrictions applicable to the Restricted Shareslapse under the terms of this Agreement, or (ii) the Participant makes a valid election underSection 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shallnotify the Participant of the amount of tax that must be withheld by the Company under allapplicable federal, state and local tax laws. The Participant agrees to make arrangements with theCompany to (a) remit the required amount to the Company, or its Subsidiary, in cash, (b) deliver tothe Company, or its Subsidiary, shares of Common Stock currently held by the Participant (includingnewly vested Restricted Shares) with a value equal to the required amount, (c) authorize thededuction of the required amount from the Participant’s compensation, (d) authorize the deductionfrom the Restricted Shares the number of shares with a value equal to the required amount or (e)otherwise provide for payment of the required amount in a manner satisfactory to the Company, orits Subsidiary.          Participant will give reasonable advance notice to the Company of an intention to make anelection pursuant to Section 83(b) of the Code and will cooperate with the Company in connectionwith the timing of such election. Participant shall be solely responsible for any filings,including the timeliness thereof, of any election made by the Participant under Section 83(b) ofthe Code.
 

 
      6. Grant Not to Affect Employment.          Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon theParticipant any right to continued employment with the Company, or any Subsidiary.      7. Miscellaneous.          (a) Unless otherwise set forth in this Agreement the Restricted Shares are subject to all ofthe provisions applicable to Incentive Awards and Restricted Share Awards as set forth in the Plan.          (b) This Agreement may be executed in one or more counterparts, all of which taken togetherwill constitute one and the same instrument.          (c) The terms of this Agreement may only be amended, modified or waived by a written agreementexecuted by both of the parties hereto.          (d) The validity, performance, construction and effect of this Agreement shall be governed bythe laws of the State of Michigan, without giving effect to principles of conflicts of law.      IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first abovewritten.     ATTEST:   MBT Financial Corp          Bonnie S. Snyder   By: H. Douglas ChaffinSecretary to the Board   Its: President & CEO     Employee