UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


þ
            Quarterly report pursuant to
      Section 13 or 15(d) of the Securities Exchange Act of 1934For
      the quarterly period ended September 30,
2009





Or





o
            Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


Commission
File Number: 000-30973





MBT
FINANCIAL CORP.


(Exact
name of registrant as specified in its charter)





Michigan
            
            38-3516922(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)


102
E. Front Street


Monroe,
Michigan  48161


(Address
of principal executive offices)


(Zip
Code)





(734)
241-3431


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes þ  No  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Date File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  ̈  No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
accelerated filer” in Rule 12b-2 of the Exchange Act (check one).




Large accelerated filer o
              Accelerated
      Filer þNon-accelerated filer o
              Smaller
      reporting company o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No  þ





As of
November 6, 2009, there were 16,202,089 shares of the Company’s Common Stock
outstanding.





Part
I Financial Information


Item
1. Financial Statements





MBT
FINANCIAL CORP.


CONSOLIDATED
BALANCE SHEETS





September
      30, 2009Dollars
      in thousands
                                                
                                                (Unaudited)
                                                
                                                
                                                December
      31, 2008ASSETSCash
      and Cash EquivalentsCash
      and due from banksNon-interest
      bearing
                                                
                                                $
                                                14,500
                                                
                                                
                                                $
                                                24,463Interest
      bearing
                                                
                                                
                                                56,731
                                                
                                                
                                                
                                                26,323Total
      cash and cash equivalents
                                                
                                                
                                                71,231
                                                
                                                
                                                
                                                50,786Securities
      - Held to Maturity
                                                
                                                
                                                34,655
                                                
                                                
                                                
                                                46,840Securities
      - Available for Sale
                                                
                                                
                                                331,945
                                                
                                                
                                                
                                                406,117Federal
      Home Loan Bank stock - at cost
                                                
                                                
                                                13,086
                                                
                                                
                                                
                                                13,086Loans
      held for sale
                                                
                                                
                                                418
                                                
                                                
                                                
                                                784Loans
      - Net
                                                
                                                
                                                860,522
                                                
                                                
                                                
                                                922,420Accrued
      interest receivable and other assets
                                                
                                                
                                                49,830
                                                
                                                
                                                
                                                43,973Bank
      Owned Life Insurance
                                                
                                                
                                                47,961
                                                
                                                
                                                
                                                45,488Premises
      and Equipment - Net
                                                
                                                
                                                32,864
                                                
                                                
                                                
                                                32,907Total
      assets
                                                
                                                $
                                                1,442,512
                                                
                                                
                                                $
                                                1,562,401LIABILITIESDeposits:Non-interest
      bearing
                                                
                                                $
                                                121,746
                                                
                                                
                                                $
                                                144,585Interest-bearing
                                                
                                                
                                                925,903
                                                
                                                
                                                
                                                991,493Total
      deposits
                                                
                                                
                                                1,047,649
                                                
                                                
                                                
                                                1,136,078Federal
      Home Loan Bank advances
                                                
                                                
                                                243,500
                                                
                                                
                                                
                                                261,500Repurchase
      agreements
                                                
                                                
                                                30,000
                                                
                                                
                                                
                                                30,000Interest
      payable and other liabilities
                                                
                                                
                                                11,766
                                                
                                                
                                                
                                                13,846Total
      liabilities
                                                
                                                
                                                1,332,915
                                                
                                                
                                                
                                                1,441,424STOCKHOLDERS'
      EQUITYCommon
      stock (no par value; 30,000,000 shares authorized, 16,198,785 and
      16,148,482 shares issued and outstanding)
                                                
                                                
                                                554
                                                
                                                
                                                
                                                321Retained
      Earnings
                                                
                                                
                                                113,508
                                                
                                                
                                                
                                                122,896Accumulated
      other comprehensive loss
                                                
                                                
                                                (4,465
                                                )
                                                
                                                
                                                (2,240
                                                )Total
      stockholders' equity
                                                
                                                
                                                109,597
                                                
                                                
                                                
                                                120,977Total
      liabilities and stockholders' equity
                                                
                                                $
                                                1,442,512
                                                
                                                
                                                $
                                                1,562,401





The
accompanying notes to consolidated financial statements are integral part of
these statements.


-2-





MBT
FINANCIAL CORP.


CONSOLIDATED
STATEMENTS OF INCOME - UNAUDITED





Three
      Months Ended September 30,
                                                                            
                                                                            
                                                                            Nine
      Months Ended September 30,Dollars
      in thousands, except per share data
                                                                            
                                                                            2009
                                                                            
                                                                            
                                                                            2008
                                                                            
                                                                            
                                                                            2009
                                                                            
                                                                            
                                                                            2008Interest
      IncomeInterest
      and fees on loans
                                                                            
                                                                            $
                                                                            13,229
                                                                            
                                                                            
                                                                            $
                                                                            15,689
                                                                            
                                                                            
                                                                            $
                                                                            39,994
                                                                            
                                                                            
                                                                            $
                                                                            47,888Interest
      on investment securities-Tax-exempt
                                                                            
                                                                            
                                                                            837
                                                                            
                                                                            
                                                                            
                                                                            844
                                                                            
                                                                            
                                                                            
                                                                            2,579
                                                                            
                                                                            
                                                                            
                                                                            2,477Taxable
                                                                            
                                                                            
                                                                            3,544
                                                                            
                                                                            
                                                                            
                                                                            4,558
                                                                            
                                                                            
                                                                            
                                                                            11,872
                                                                            
                                                                            
                                                                            
                                                                            14,312Interest
      on balances due from banks
                                                                            
                                                                            
                                                                            30
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            57
                                                                            
                                                                            
                                                                            
                                                                            -Interest
      on federal funds sold
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            22
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            23Total
      interest income
                                                                            
                                                                            
                                                                            17,640
                                                                            
                                                                            
                                                                            
                                                                            21,113
                                                                            
                                                                            
                                                                            
                                                                            54,502
                                                                            
                                                                            
                                                                            
                                                                            64,700Interest
      ExpenseInterest
      on deposits
                                                                            
                                                                            
                                                                            4,174
                                                                            
                                                                            
                                                                            
                                                                            6,263
                                                                            
                                                                            
                                                                            
                                                                            14,280
                                                                            
                                                                            
                                                                            
                                                                            20,122Interest
      on borrowed funds
                                                                            
                                                                            
                                                                            2,950
                                                                            
                                                                            
                                                                            
                                                                            3,764
                                                                            
                                                                            
                                                                            
                                                                            9,308
                                                                            
                                                                            
                                                                            
                                                                            11,912Total
      interest expense
                                                                            
                                                                            
                                                                            7,124
                                                                            
                                                                            
                                                                            
                                                                            10,027
                                                                            
                                                                            
                                                                            
                                                                            23,588
                                                                            
                                                                            
                                                                            
                                                                            32,034Net
      Interest Income
                                                                            
                                                                            
                                                                            10,516
                                                                            
                                                                            
                                                                            
                                                                            11,086
                                                                            
                                                                            
                                                                            
                                                                            30,914
                                                                            
                                                                            
                                                                            
                                                                            32,666Provision
      For Loan Losses
                                                                            
                                                                            
                                                                            6,800
                                                                            
                                                                            
                                                                            
                                                                            4,100
                                                                            
                                                                            
                                                                            
                                                                            19,000
                                                                            
                                                                            
                                                                            
                                                                            8,000Net
      Interest Income AfterProvision
      For Loan Losses
                                                                            
                                                                            
                                                                            3,716
                                                                            
                                                                            
                                                                            
                                                                            6,986
                                                                            
                                                                            
                                                                            
                                                                            11,914
                                                                            
                                                                            
                                                                            
                                                                            24,666Other
      IncomeIncome
      from wealth management services
                                                                            
                                                                            
                                                                            936
                                                                            
                                                                            
                                                                            
                                                                            1,087
                                                                            
                                                                            
                                                                            
                                                                            2,756
                                                                            
                                                                            
                                                                            
                                                                            3,333Service
      charges and other fees
                                                                            
                                                                            
                                                                            1,516
                                                                            
                                                                            
                                                                            
                                                                            1,683
                                                                            
                                                                            
                                                                            
                                                                            4,304
                                                                            
                                                                            
                                                                            
                                                                            4,795Net
      gain on sales of securities
                                                                            
                                                                            
                                                                            4,365
                                                                            
                                                                            
                                                                            
                                                                            323
                                                                            
                                                                            
                                                                            
                                                                            5,021
                                                                            
                                                                            
                                                                            
                                                                            371Other
      Than Temporary Impairments on securities
                                                                            
                                                                            
                                                                            (2,693
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (9,093
                                                                            )
                                                                            
                                                                            
                                                                            -Portion
      of OTTI loss recognized in othercomprehensive income (before
      taxes)
                                                                            
                                                                            
                                                                            (1,859
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            3,772
                                                                            
                                                                            
                                                                            
                                                                            -Origination
      fees on mortgage loans sold
                                                                            
                                                                            
                                                                            119
                                                                            
                                                                            
                                                                            
                                                                            73
                                                                            
                                                                            
                                                                            
                                                                            350
                                                                            
                                                                            
                                                                            
                                                                            357Bank
      owned life insurance income
                                                                            
                                                                            
                                                                            369
                                                                            
                                                                            
                                                                            
                                                                            355
                                                                            
                                                                            
                                                                            
                                                                            1,034
                                                                            
                                                                            
                                                                            
                                                                            985Other
                                                                            
                                                                            
                                                                            806
                                                                            
                                                                            
                                                                            
                                                                            744
                                                                            
                                                                            
                                                                            
                                                                            2,376
                                                                            
                                                                            
                                                                            
                                                                            2,244Total
      other income
                                                                            
                                                                            
                                                                            3,559
                                                                            
                                                                            
                                                                            
                                                                            4,265
                                                                            
                                                                            
                                                                            
                                                                            10,520
                                                                            
                                                                            
                                                                            
                                                                            12,085Other
      ExpensesSalaries
      and employee benefits
                                                                            
                                                                            
                                                                            5,122
                                                                            
                                                                            
                                                                            
                                                                            5,090
                                                                            
                                                                            
                                                                            
                                                                            15,956
                                                                            
                                                                            
                                                                            
                                                                            16,113Occupancy
      expense
                                                                            
                                                                            
                                                                            804
                                                                            
                                                                            
                                                                            
                                                                            801
                                                                            
                                                                            
                                                                            
                                                                            2,445
                                                                            
                                                                            
                                                                            
                                                                            2,712Equipment
      expense
                                                                            
                                                                            
                                                                            729
                                                                            
                                                                            
                                                                            
                                                                            804
                                                                            
                                                                            
                                                                            
                                                                            2,348
                                                                            
                                                                            
                                                                            
                                                                            2,480Marketing
      expense
                                                                            
                                                                            
                                                                            277
                                                                            
                                                                            
                                                                            
                                                                            297
                                                                            
                                                                            
                                                                            
                                                                            798
                                                                            
                                                                            
                                                                            
                                                                            894Professional
      fees
                                                                            
                                                                            
                                                                            419
                                                                            
                                                                            
                                                                            
                                                                            401
                                                                            
                                                                            
                                                                            
                                                                            1,286
                                                                            
                                                                            
                                                                            
                                                                            1,325Collection
      expenses
                                                                            
                                                                            
                                                                            121
                                                                            
                                                                            
                                                                            
                                                                            87
                                                                            
                                                                            
                                                                            
                                                                            685
                                                                            
                                                                            
                                                                            
                                                                            514Net
      loss on other real estate owned
                                                                            
                                                                            
                                                                            1,927
                                                                            
                                                                            
                                                                            
                                                                            2,215
                                                                            
                                                                            
                                                                            
                                                                            7,957
                                                                            
                                                                            
                                                                            
                                                                            2,604Other
      real estate owned expenses
                                                                            
                                                                            
                                                                            399
                                                                            
                                                                            
                                                                            
                                                                            438
                                                                            
                                                                            
                                                                            
                                                                            1,165
                                                                            
                                                                            
                                                                            
                                                                            1,026FDIC
      Deposit Insurance Assessment
                                                                            
                                                                            
                                                                            628
                                                                            
                                                                            
                                                                            
                                                                            226
                                                                            
                                                                            
                                                                            
                                                                            2,314
                                                                            
                                                                            
                                                                            
                                                                            394Other
                                                                            
                                                                            
                                                                            964
                                                                            
                                                                            
                                                                            
                                                                            1,006
                                                                            
                                                                            
                                                                            
                                                                            3,022
                                                                            
                                                                            
                                                                            
                                                                            3,164Total
      other expenses
                                                                            
                                                                            
                                                                            11,390
                                                                            
                                                                            
                                                                            
                                                                            11,365
                                                                            
                                                                            
                                                                            
                                                                            37,976
                                                                            
                                                                            
                                                                            
                                                                            31,226Income
      (Loss) Before Income Taxes
                                                                            
                                                                            
                                                                            (4,115
                                                                            )
                                                                            
                                                                            
                                                                            (114
                                                                            )
                                                                            
                                                                            
                                                                            (15,542
                                                                            )
                                                                            
                                                                            
                                                                            5,525Income
      Tax Expense (Benefit)
                                                                            
                                                                            
                                                                            (1,790
                                                                            )
                                                                            
                                                                            
                                                                            (438
                                                                            )
                                                                            
                                                                            
                                                                            (6,477
                                                                            )
                                                                            
                                                                            
                                                                            836Net
      Income (Loss)
                                                                            
                                                                            $
                                                                            (2,325
                                                                            )
                                                                            
                                                                            $
                                                                            324
                                                                            
                                                                            
                                                                            $
                                                                            (9,065
                                                                            )
                                                                            
                                                                            $
                                                                            4,689Basic
      Earnings (Loss) Per Common Share
                                                                            
                                                                            $
                                                                            (0.14
                                                                            )
                                                                            
                                                                            $
                                                                            0.02
                                                                            
                                                                            
                                                                            $
                                                                            (0.56
                                                                            )
                                                                            
                                                                            $
                                                                            0.29Diluted
      Earnings (Loss) Per Common Share
                                                                            
                                                                            $
                                                                            (0.14
                                                                            )
                                                                            
                                                                            $
                                                                            0.02
                                                                            
                                                                            
                                                                            $
                                                                            (0.56
                                                                            )
                                                                            
                                                                            $
                                                                            0.29Common
      Stock Dividends Declared Per Share
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            0.09
                                                                            
                                                                            
                                                                            $
                                                                            0.02
                                                                            
                                                                            
                                                                            $
                                                                            0.45





The
accompanying notes to consolidated financial statements are integral part of
these statements.


-3-





MBT
FINANCIAL CORP.


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED





AccumulatedOtherCommon
                                  
                                  
                                  Retained
                                  
                                  
                                  ComprehensiveDollars
      in thousands
                                  
                                  Stock
                                  
                                  
                                  Earnings
                                  
                                  
                                  Income
      (Loss)
                                  
                                  
                                  TotalBalance
      - January 1, 2009
                                  
                                  $
                                  321
                                  
                                  
                                  $
                                  122,896
                                  
                                  
                                  $
                                  (2,240
                                  )
                                  
                                  $
                                  120,977Issuance
      of Common Stock (50,303 shares)Restricted
      stock awards (15,000 shares)
                                  
                                  
                                  45
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  45Other
      stock issued (35,303 shares)
                                  
                                  
                                  82
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  82Equity
      Compensation
                                  
                                  
                                  106
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  106Dividends
      declared ($0.02 per share)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (323
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (323
                                  )Comprehensive
      income (loss):Net
      income (loss)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,065
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (9,065
                                  )Change
      in net unrealized loss on securities available for sale - Net of tax
      effect of $1,205
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,237
                                  )
                                  
                                  
                                  (2,237
                                  )Reclassification
      adjustment for losses included in net income - Net of tax effect of
      $105
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (195
                                  )
                                  
                                  
                                  (195
                                  )Change
      in postretirement benefit obligationNet of tax effect of
      $(111)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  207
                                  
                                  
                                  
                                  207Total
      Comprehensive Income (Loss)
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (11,290
                                  )Balance
      - September 30, 2009
                                  
                                  $
                                  554
                                  
                                  
                                  $
                                  113,508
                                  
                                  
                                  $
                                  (4,465
                                  )
                                  
                                  $
                                  109,597





The
accompanying notes to consolidated financial statements are integral part of
these statements.


-4-





MBT
FINANCIAL CORP.


CONSOLIDATED
STATEMENTS OF CASH FLOWS - UNAUDITED





Nine
      Months Ended September 30,Dollars
      in thousands
                                            
                                            2009
                                            
                                            
                                            2008Cash
      Flows from Operating ActivitiesNet
      Income (Loss)
                                            
                                            $
                                            (9,065
                                            )
                                            
                                            $
                                            4,689Adjustments
      to reconcile net income (loss) to net cash from operating
      activitiesProvision
      for loan losses
                                            
                                            
                                            19,000
                                            
                                            
                                            
                                            8,000Depreciation
                                            
                                            
                                            1,691
                                            
                                            
                                            
                                            2,003(Increase)
      decrease in net deferred Federal income tax asset
                                            
                                            
                                            (4,099
                                            )
                                            
                                            
                                            (743
                                            )Net
      (accretion) amortization of investment premium and
discount
                                            
                                            
                                            209
                                            
                                            
                                            
                                            (25
                                            )Writedowns
      of Other Real Estate Owned
                                            
                                            
                                            6,116
                                            
                                            
                                            
                                            2,449Net
      increase (decrease) in interest payable and other
    liabilities
                                            
                                            
                                            (1,762
                                            )
                                            
                                            
                                            (768
                                            )Net
      increase in interest receivable and other assets
                                            
                                            
                                            (10,742
                                            )
                                            
                                            
                                            (5,398
                                            )Equity
      based compensation expense
                                            
                                            
                                            106
                                            
                                            
                                            
                                            175Net
      gain on sale/settlement of securities
                                            
                                            
                                            (5,966
                                            )
                                            
                                            
                                            (371
                                            )Other
      Than Temporary Impairment of investment securities
                                            
                                            
                                            5,321
                                            
                                            
                                            
                                            -Writedowns
      of Investments securities
                                            
                                            
                                            945
                                            
                                            
                                            
                                            -Increase
      in cash surrender value of life insurance
                                            
                                            
                                            (1,034
                                            )
                                            
                                            
                                            (985
                                            )Net
      cash provided by operating activities
                                            
                                            $
                                            720
                                            
                                            
                                            $
                                            9,026Cash
      Flows from Investing ActivitiesProceeds
      from maturities and redemptions of investment securities held to
      maturity
                                            
                                            $
                                            29,010
                                            
                                            
                                            $
                                            8,673Proceeds
      from maturities and redemptions of investment securities available for
      sale
                                            
                                            
                                            114,718
                                            
                                            
                                            
                                            182,320Proceeds
      from sales of investment securities available for sale
                                            
                                            
                                            201,639
                                            
                                            
                                            
                                            23,943Net
      decrease in loans
                                            
                                            
                                            43,264
                                            
                                            
                                            
                                            11,407Proceeds
      from sales of other real estate owned
                                            
                                            
                                            5,103
                                            
                                            
                                            
                                            2,225Proceeds
      from sales of other assets
                                            
                                            
                                            217
                                            
                                            
                                            
                                            187Purchase
      of investment securities held to maturity
                                            
                                            
                                            (16,817
                                            )
                                            
                                            
                                            (2,185
                                            )Purchase
      of Bank Owned Life Insurance
                                            
                                            
                                            (1,439
                                            )
                                            
                                            
                                            (1,589
                                            )Purchase
      of investment securities available for sale
                                            
                                            
                                            (246,123
                                            )
                                            
                                            
                                            (178,518
                                            )Purchase
      of bank premises and equipment
                                            
                                            
                                            (1,768
                                            )
                                            
                                            
                                            (1,079
                                            )Net
      cash provided by investing activities
                                            
                                            $
                                            127,804
                                            
                                            
                                            $
                                            45,384Cash
      Flows from Financing ActivitiesNet
      decrease in deposits
                                            
                                            $
                                            (88,429
                                            )
                                            
                                            $
                                            (29,786
                                            )Net
      increase in short term borrowings
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (13,300
                                            )Net
      decrease in securities sold under agreements to repurchase
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (5,000
                                            )Repayment
      of Federal Home Loan Bank borrowings
                                            
                                            
                                            (18,000
                                            )
                                            
                                            
                                            -Proceeds
      from Federal Home Loan Bank borrowings
                                            
                                            
                                            -
                                            
                                            
                                            
                                            5,000Proceeds
      from issuance of common stock
                                            
                                            
                                            127
                                            
                                            
                                            
                                            99Dividends
      paid
                                            
                                            
                                            (1,777
                                            )
                                            
                                            
                                            (8,709
                                            )Net
      cash used for financing activities
                                            
                                            $
                                            (108,079
                                            )
                                            
                                            $
                                            (51,696
                                            )Net
      Increase In Cash and Cash Equivalents
                                            
                                            $
                                            20,445
                                            
                                            
                                            $
                                            2,714Cash
      and Cash Equivalents at Beginning Of Period
                                            
                                            
                                            50,786
                                            
                                            
                                            
                                            25,113Cash
      And Cash Equivalents At End Of Period
                                            
                                            $
                                            71,231
                                            
                                            
                                            $
                                            27,827





The
accompanying notes to consolidated financial statements are integral part of
these statements.


-5-


MBT
FINANCIAL CORP.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





1. BASIS
OF PRESENTATION AND ACCOUNTING POLICIES


The
unaudited consolidated financial statements include the accounts of MBT
Financial Corp. (the “Company”) and its subsidiary, Monroe Bank & Trust (the
“Bank”). The Bank includes the accounts of its wholly owned subsidiaries, MBT
Credit Company, Inc. and MB&T Financial Services, Inc. The Bank operates
eighteen branches in Monroe County, Michigan and seven branches in Wayne County,
Michigan. MBT Credit Company, Inc. operates a mortgage loan office in Monroe
County. The Bank’s primary source of revenue is from providing loans to
customers, who are predominantly small and middle-market businesses and
middle-income individuals. The Company’s sole business segment is community
banking.




The
accounting and reporting policies of the Bank conform to practice within the
banking industry and are in accordance with accounting principles generally
accepted in the United States. Preparation of financial statements in conformity
with generally accepted accounting principles requires Management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates. Material estimates that are particularly susceptible to significant
changes in the near term are the determination of the allowance for loan losses
and the valuation of other real estate owned.




The
accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. However, such
information reflects all adjustments (consisting of normal recurring
adjustments), which are, in the opinion of Management, necessary for fair
statement of results for the interim periods.




The
significant accounting policies are as follows:




PRINCIPLES
OF CONSOLIDATION


The
consolidated financial statements include the accounts of the Company and its
subsidiary. All material intercompany transactions and balances have been
eliminated.




COMPREHENSIVE
INCOME


Accounting
principles generally require that revenue, expenses, gains, and losses be
included in net income. Certain changes in assets and liabilities, however, such
as unrealized gains and losses on securities available for sale and amounts
recognized related to postretirement benefit plans (gains and losses, prior
service costs, and transition assets or obligations), are reported as a direct
adjustment to the equity section of the balance sheet. Such items, along with
net income, are components of comprehensive income.




BUSINESS
SEGMENTS


While the
Company's chief decision makers monitor the revenue streams of various products
and services, operations are managed and financial performance is evaluated on a
company wide basis. Accordingly, all of the Company’s operations are considered
by management to be aggregated in one reportable segment.


-6-


FAIR
VALUE


In
February 2007, the Financial Accounting Standards Board “FASB” issued “The Fair
Value Option for Financial Assets and Financial Liabilities” This permits
companies to elect on an instrument by instrument basis to fair value certain
financial assets and financial liabilities with changes in fair value recognized
in earnings as they occur. The election to fair value is generally irrevocable.
In April 2007, the Corporation elected early adoption as of January 1, 2007. The
Corporation did not select any financial assets or financial liabilities for
fair value measurement, but elected early adoption in order to be able to apply
the fair value option to financial assets and financial liabilities that may be
acquired prior to the effective date of the statements.




The
Corporation measures or monitors many of its assets and liabilities on a fair
value basis. Fair value is used on a recurring basis for assets and liabilities
that are elected to be accounted for under The Fair Value Option as well as for
certain assets and liabilities in which fair value is the primary basis of
accounting. Examples of these include derivative instruments and available for
sale securities. Additionally, fair value is used on a non-recurring basis to
evaluate assets or liabilities for impairment or for disclosure purposes.
Examples of these non-recurring uses of fair value include certain loans held
for sale accounted for on a lower of cost or market basis. Fair value is defined
as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. Depending on the nature of the asset or liability, the
Corporation uses various valuation techniques and assumptions when estimating
fair value.




The
Corporation applied the following fair value hierarchy:




Level 1 – inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets or liabilities
in active markets. The Corporation’s U.S. government agency securities,
government sponsored mortgage backed securities, and mutual fund investments
where quoted prices are available in an active market generally are classified
within Level 1 of the fair value hierarchy.




Level 2 – Inputs to the valuation
methodology include quoted prices for similar assets and liabilities in active
markets and inputs that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the financial
instrument. The Corporation’s borrowed funds and investments in obligations of
states and political subdivisions are generally classified in Level 2 of the
fair value hierarchy. Fair values for these instruments are estimated using
pricing models, quoted prices of securities with similar characteristics, or
discounted cash flows.




Level 3 – Inputs to the valuation
methodology are unobservable and significant to the fair value
measurement.  Private equity investments and trust preferred
collateralized debt obligations are classified within Level 3 of the fair value
hierarchy. Fair values are initially valued based on transaction price and are
adjusted to reflect exit values.




When
determining the fair value measurements for assets and liabilities required or
permitted to be recorded at and/or marked to fair value, the Corporation
considers the principal or most advantageous market in which it would transact
and considers assumptions that market participants would use when pricing the
asset or liability. When possible, the Corporation looks to active and
observable markets to price identical assets or liabilities. When identical
assets and liabilities are not traded in active markets, the Corporation looks
to market observable data for similar assets or liabilities. Nevertheless,
certain assets and liabilities are not actively traded in observable markets and
the Corporation must use alternative valuation techniques to derive a fair value
measurement.


-7-


ACCOUNTING
PRONOUNCEMENTS


On April
9, 2009, the FASB issued guidance on the recognition and presentation of Other
Than Temporary Impairment (OTTI). The recognition practice categorizes losses on
debt securities available for sale or held to maturity determined by management
to be other than temporarily impaired into losses due to credit issues and
losses related to all other factors. Other than temporary impairment exists when
it is more likely than not that the security will mature or be sold before its
amortized cost basis can be recovered. An OTTI related to credit losses should
be recognized through earnings. An OTTI related to other factors should be
recognized in other comprehensive income. Required annual disclosures are now
also required for interim periods, including the aging of securities with
unrealized losses. The Company elected early adoption beginning with the first
quarter of 2009, and appropriate disclosures are contained in these financial
statements.




In May
2009, the Company adopted new accounting and disclosure practices for subsequent
events. Specifically, the new practices define: 1) the period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, 2) the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and 3) the disclosure that an entity should make about
events or transactions that occurred after the balance sheet date. Management
has reviewed events occurring since September 30, 2009 through November 9, 2009,
the date the financial statements included in this Quarterly Report on Form 10-Q
were issued, and no subsequent events have occurred that, in the opinion of
management, require disclosure or accrual.




In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 168
approved the FASB Accounting Standards Codification (the Codification) as the
single source of authoritative nongovernmental GAAP. All existing accounting
standard documents, such as FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force and other related literature, excluding
guidance from the Securities and Exchange Commission, have been superseded by
the Codification. All other non-grandfathered, non-SEC accounting literature not
included in the Codification has become nonauthoritative. The Codification is
effective for interim or annual periods ending after September 15, 2009. There
have been no changes to the content of our financial statements or disclosures
as a result of implementing the Codification during the quarter ended September
30, 2009. However, as a result of implementation of the Codification, previous
references to new accounting standards and literature are no longer applicable.
All future references to authoritative accounting literature in our consolidated
financial statements will be referenced in accordance with the
Codification.




2.
EARNINGS PER SHARE




The
calculation of net income per common share for the three months ended September
30, 2009 and 2008 are as follows:





2009
                                                            
                                                            
                                                            2008BasicNet
      income (loss)
                                                            
                                                            $
                                                            (2,325,000
                                                            )
                                                            
                                                            $
                                                            324,000Less
      preferred dividends
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Net
      income (loss) applicable to common stock
                                                            
                                                            $
                                                            (2,325,000
                                                            )
                                                            
                                                            $
                                                            324,000Average
      common shares outstanding
                                                            
                                                            
                                                            16,192,914
                                                            
                                                            
                                                            
                                                            16,136,402Earnings
      (loss) per common share - basic
                                                            
                                                            $
                                                            (0.14
                                                            )
                                                            
                                                            $
                                                            0.022009
                                                            
                                                            
                                                            2008DilutedNet
      income (loss)
                                                            
                                                            $
                                                            (2,325,000
                                                            )
                                                            
                                                            $
                                                            324,000Less
      preferred dividends
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -Net
      income (loss) applicable to common stock
                                                            
                                                            $
                                                            (2,325,000
                                                            )
                                                            
                                                            $
                                                            324,000Average
      common shares outstanding
                                                            
                                                            
                                                            16,192,914
                                                            
                                                            
                                                            
                                                            16,136,402Stock
      option adjustment
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            27,461Average
      common shares outstanding - diluted
                                                            
                                                            
                                                            16,192,914
                                                            
                                                            
                                                            
                                                            16,163,863Earnings
      (loss) per common share - diluted
                                                            
                                                            $
                                                            (0.14
                                                            )
                                                            
                                                            $
                                                            0.02


-8-





The
calculation of net income per common share for the nine months ended September
30, 2009 and 2008 are as follows:





2009
                                                    
                                                    
                                                    2008BasicNet
      income (loss)
                                                    
                                                    $
                                                    (9,065,000
                                                    )
                                                    
                                                    $
                                                    4,689,000Less
      preferred dividends
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Net
      income (loss) applicable to common stock
                                                    
                                                    $
                                                    (9,065,000
                                                    )
                                                    
                                                    $
                                                    4,689,000Average
      common shares outstanding
                                                    
                                                    
                                                    16,180,527
                                                    
                                                    
                                                    
                                                    16,131,436Earnings
      (loss) per common share - basic
                                                    
                                                    $
                                                    (0.56
                                                    )
                                                    
                                                    $
                                                    0.292009
                                                    
                                                    
                                                    2008DilutedNet
      income (loss)
                                                    
                                                    $
                                                    (9,065,000
                                                    )
                                                    
                                                    $
                                                    4,689,000Less
      preferred dividends
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Net
      income (loss) applicable to common stock
                                                    
                                                    $
                                                    (9,065,000
                                                    )
                                                    
                                                    $
                                                    4,689,000Average
      common shares outstanding
                                                    
                                                    
                                                    16,180,527
                                                    
                                                    
                                                    
                                                    16,131,436Stock
      option adjustment
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    27,461Average
      common shares outstanding - diluted
                                                    
                                                    
                                                    16,180,527
                                                    
                                                    
                                                    
                                                    16,158,897Earnings
      (loss) per common share - diluted
                                                    
                                                    $
                                                    (0.56
                                                    )
                                                    
                                                    $
                                                    0.29





3. STOCK
BASED COMPENSATION


Stock Options -The following
table summarizes the options that have been granted to non-employee directors
and certain key executives in accordance with the Long-Term Incentive
Compensation Plan that was approved by shareholders at the Annual Meeting of
Shareholders on April 6, 2000.





Weighted AverageShares
                              
                              
                              Exercise PriceOptions
      Outstanding, January 1, 2009
                              
                              
                              541,976
                              
                              
                              $
                              17.42Granted
                              
                              
                              -
                              
                              
                              
                              -Exercised
                              
                              
                              -
                              
                              
                              
                              -Forfeited
                              
                              
                              1,000
                              
                              
                              
                              15.33Options
      Outstanding, September 30, 2009
                              
                              
                              540,976
                              
                              
                              $
                              17.43Options
      Exercisable, September 30, 2009
                              
                              
                              512,646
                              
                              
                              $
                              17.54





Restricted Stock Unit Awards -On January 2, 2009, performance restricted stock units were awarded to
certain key executives in accordance with the MBT 2008 Stock Incentive Plan that
was approved by shareholders on May 1, 2008. Each restricted stock unit (RSU) is
equivalent to one share of MBT Financial Corp. common stock. Stock will be
issued to the participants following a three year performance period that ends
on December 31, 2011 based on the cumulative earnings per share during that
three year period. The RSUs vest on December 31, 2011. There were 19,800 RSUs
granted, and none will be considered vested and earned for payment if the
Company’s three year cumulative earnings per share are less than $0.05. The
amount of RSUs that will vest on December 31, 2011 is based on the three year
cumulative earnings per share achieved by the company during the vesting period
as shown in the following schedule:





Three
      Year Cumulative Fully Diluted EPS for the
                      Performance
      Period Ending December 31, 2011
                    
                    Percent
      PSUs
                      Vested$0.15
                    
                    
                    100
                    %$0.10
                    
                    
                    75
                    %$0.05
                    
                    
                    50
                    %





Restricted Stock Awards -On
January 2, 2009, 15,000 restricted shares were awarded to certain key executives
in accordance with the MBT 2008 Stock Incentive Plan that was approved by
shareholders on May 1, 2008. The restricted shares will vest on December 31,
2011.


-9-





Stock Only Stock Appreciation Rights
(SOSARs) -On January 2, 2009, Stock Only Stock Appreciation Rights
(SOSARs) were awarded to certain key executives in accordance with the MBT 2008
Stock Incentive Plan that was approved by shareholders on May 1, 2008. The
SOSARs have a term of ten years and vest in three equal annual installments
beginning December 31, 2009. SOSARs granted under the plan are structured as
fixed grants with the exercise price equal to the market value of the underlying
stock on the date of the grant.





On
January 2, 2009, Stock Only Stock Appreciation Rights (SOSARs) were awarded to
certain directors in exchange for a portion of their retainer in accordance with
the MBT 2008 Stock Incentive Plan that was approved by shareholders on May 1,
2008. The SOSARs have a term of ten years and vest on December 31, 2009. SOSARs
granted under the plan are structured as fixed grants with the exercise price
equal to the market value of the underlying stock on the date of the
grant.





The fair
value of $0.52 for the SOSARs was estimated at the date of the grant, using the
Black-Scholes option pricing model, with the following assumptions: expected
option lives of 7 years, expected volatility of 25.8%, a risk free rate of 3.38%
and dividend yield of 4.87%. The following table summarizes the SOSARs that have
been granted:





Weighted AverageShares
                              
                              
                              Exercise PriceSOSARs
      Outstanding, January 1, 2009
                              
                              
                              99,500
                              
                              
                              $
                              8.53Granted
                              
                              
                              141,500
                              
                              
                              
                              3.03Exercised
                              
                              
                              -
                              
                              
                              
                              -Forfeited
                              
                              
                              10,500
                              
                              
                              
                              5.39SOSARs
      Outstanding, September 30, 2009
                              
                              
                              230,500
                              
                              
                              $
                              5.30SOSARs
      Exercisable, September 30, 2009
                              
                              
                              34,345
                              
                              
                              $
                              8.53





The total
expense for equity based compensation was $38,000 in the third quarter of 2009
and $40,000 in the third quarter of 2008. The total expense for equity based
compensation was $118,000 in the first nine months of 2009 and $175,000 in the
first nine months of 2008.





4.
LOANS


The Bank
makes commercial, consumer, and mortgage loans primarily to customers in Monroe
County, Michigan, southern Wayne County, Michigan, and surrounding areas.
Although the Bank has a diversified loan portfolio, a substantial portion of its
debtors’ ability to honor their contracts is dependent on the automotive,
manufacturing, and real estate development economic sectors.


-10-


Loans
consist of the following (000s omitted):




September
      30,
                                        
                                        
                                        December
      31,2009
                                        
                                        
                                        2008Residential
      real estate loans
                                        
                                        $
                                        392,515
                                        
                                        
                                        $
                                        439,133Non-farm,
      non-residential real estate loans
                                        
                                        
                                        352,912
                                        
                                        
                                        
                                        352,935Loans
      to finance agricultural production andother
      loans to farmers
                                        
                                        
                                        9,277
                                        
                                        
                                        
                                        9,763Commercial
      and industrial loans
                                        
                                        
                                        100,852
                                        
                                        
                                        
                                        109,495Loans
      to individuals for household, family,and
      other personal expenditures
                                        
                                        
                                        23,812
                                        
                                        
                                        
                                        29,901All
      other loans (including overdrafts)
                                        
                                        
                                        530
                                        
                                        
                                        
                                        384Total
      loans, gross
                                        
                                        
                                        879,898
                                        
                                        
                                        
                                        941,611Less:
      Deferred loan fees
                                        
                                        
                                        803
                                        
                                        
                                        
                                        663Total
      loans, net of deferred loan fees
                                        
                                        
                                        879,095
                                        
                                        
                                        
                                        940,948Less:
      Allowance for loan losses
                                        
                                        
                                        18,573
                                        
                                        
                                        
                                        18,528$
                                        860,522
                                        
                                        
                                        $
                                        922,420





Loans are
placed in a nonaccrual status when, in the opinion of Management, the collection
of additional interest is doubtful. All loan relationships over $250,000 that
are classified by Management as nonperforming as well as selected performing
accounts and all renegotiated loans are reviewed for impairment. Allowances
for loans determined to be impaired are included in the allowance for loan
losses. All cash received on nonaccrual loans is applied to the principal
balance. Nonperforming assets consist of nonaccrual loans, loans 90 days or more
past due, restructured loans, and other real estate owned. Other real estate
owned includes real estate that has been acquired in full or partial
satisfaction of loan obligations or upon foreclosure and real estate that the
bank has purchased but no longer intends to use for bank premises.




The
following table summarizes nonperforming assets (000’s omitted):




September
      30,
                            
                            
                            December
      31,2009
                            
                            
                            2008Nonaccrual
      loans
                            
                            $
                            62,038
                            
                            
                            $
                            47,872Loans
      90 days past due
                            
                            
                            192
                            
                            
                            
                            93Restructured
      loans
                            
                            
                            14,359
                            
                            
                            
                            5,811Total
      nonperforming loans
                            
                            $
                            76,589
                            
                            
                            $
                            53,776Other
      real estate owned
                            
                            
                            19,416
                            
                            
                            
                            17,156Other
      assets
                            
                            
                            1,321
                            
                            
                            
                            2,055Total
      nonperforming assets
                            
                            $
                            97,326
                            
                            
                            $
                            72,987Nonperforming
      assets to total assets
                            
                            
                            6.75
                            %
                            
                            
                            4.67
                            %Allowance
      for loan losses to nonperforming loans
                            
                            
                            24.25
                            %
                            
                            
                            34.45
                            %




5.
ALLOWANCE FOR LOAN LOSSES


Activity
in the allowance for loan losses during the quarter ended September 30 was as
follows (000’s omitted):





September
      30, 2009
                        
                        
                        September
      30, 2008Balance
      beginning of quarter
                        
                        $
                        23,875
                        
                        
                        $
                        18,093Provision
      for loan losses
                        
                        
                        6,800
                        
                        
                        
                        4,100Loans
      charged off
                        
                        
                        (12,364
                        )
                        
                        
                        (3,954
                        )Recoveries
                        
                        
                        262
                        
                        
                        
                        169Balance
      end of period
                        
                        $
                        18,573
                        
                        
                        $
                        18,408


-11-





Activity
in the allowance for loan losses during the nine months ended September 30 was
as follows (000’s omitted):





September
      30, 2009
                        
                        
                        September
      30, 2008Balance
      beginning of year
                        
                        $
                        18,528
                        
                        
                        $
                        20,222Provision
      for loan losses
                        
                        
                        19,000
                        
                        
                        
                        8,000Loans
      charged off
                        
                        
                        (20,273
                        )
                        
                        
                        (10,516
                        )Recoveries
                        
                        
                        1,318
                        
                        
                        
                        702Balance
      end of period
                        
                        $
                        18,573
                        
                        
                        $
                        18,408




For each
period, the provision for loan losses in the income statement is based on
Management’s estimate of the amount required to maintain an adequate Allowance
for Loan Losses.




To serve
as a basis for making this provision, the Bank maintains an extensive credit
risk monitoring process that considers several factors including: current
economic conditions affecting the Bank’s customers, the payment performance of
individual loans and pools of homogeneous loans, portfolio seasoning, changes in
collateral values, and detailed reviews of specific loan relationships. For
loans deemed to be impaired due to an expectation that all contractual payments
will probably not be received, impairment is measured by comparing the Bank’s
recorded investment in the loan to the present value of expected cash flows
discounted at the loan’s effective interest rate, or the fair value of the
collateral, or the loan’s observable market price.




The
provision for loan losses increases the Allowance for Loan Losses, a valuation
account which is netted against loans on the consolidated statements of
condition. When it is determined that a customer will not repay a loan, the loan
is charged off, reducing the Allowance for Loan Losses. If, subsequent to a
charge off, the Bank is able to collect additional amounts from the customer or
sell collateral worth more than earlier estimated, a recovery is
recorded.





6. INVESTMENT
SECURITIES




The
following is a summary of the Bank’s investment securities portfolio as of
September 30, 2009 and December 31, 2008 (000’s omitted):




Held
      to MaturitySeptember
      30, 2009Gross
                                        
                                        
                                        Gross
                                        
                                        
                                        EstimatedAmortized
                                        
                                        
                                        Unrealized
                                        
                                        
                                        Unrealized
                                        
                                        
                                        MarketCost
                                        
                                        
                                        Gains
                                        
                                        
                                        Losses
                                        
                                        
                                        ValueObligations
      of U.S. GovernmentAgencies
                                        
                                        $
                                        6
                                        
                                        
                                        $
                                        1
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        7Obligations
      of States and PoliticalSubdivisions
                                        
                                        
                                        34,649
                                        
                                        
                                        
                                        361
                                        
                                        
                                        
                                        (123
                                        )
                                        
                                        
                                        34,887$
                                        34,655
                                        
                                        
                                        $
                                        362
                                        
                                        
                                        $
                                        (123
                                        )
                                        
                                        $
                                        34,894


-12-




Available
      for SaleSeptember
      30, 2009Gross
                                                              
                                                              
                                                              Gross
                                                              
                                                              
                                                              EstimatedAmortized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              MarketCost
                                                              
                                                              
                                                              Gains
                                                              
                                                              
                                                              Losses
                                                              
                                                              
                                                              ValueObligations
      of U.S. Government Agencies
                                                              
                                                              $
                                                              260,193
                                                              
                                                              
                                                              $
                                                              3,899
                                                              
                                                              
                                                              $
                                                              (187
                                                              )
                                                              
                                                              $
                                                              263,905Obligations
      of States and Political Subdivisions
                                                              
                                                              
                                                              44,986
                                                              
                                                              
                                                              
                                                              1,663
                                                              
                                                              
                                                              
                                                              (51
                                                              )
                                                              
                                                              
                                                              46,598Trust
      Preferred CDO Securities
                                                              
                                                              
                                                              19,924
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (7,831
                                                              )
                                                              
                                                              
                                                              12,093Corporate
      Debt Securities
                                                              
                                                              
                                                              8,367
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (1,404
                                                              )
                                                              
                                                              
                                                              6,963Other
      Securities
                                                              
                                                              
                                                              2,553
                                                              
                                                              
                                                              
                                                              103
                                                              
                                                              
                                                              
                                                              (270
                                                              )
                                                              
                                                              
                                                              2,386$
                                                              336,023
                                                              
                                                              
                                                              $
                                                              5,665
                                                              
                                                              
                                                              $
                                                              (9,743
                                                              )
                                                              
                                                              $
                                                              331,945Held
      to MaturityDecember
      31, 2008Gross
                                                              
                                                              
                                                              Gross
                                                              
                                                              
                                                              EstimatedAmortized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              MarketCost
                                                              
                                                              
                                                              Gains
                                                              
                                                              
                                                              Losses
                                                              
                                                              
                                                              ValueObligations
      of U.S. Government Agencies
                                                              
                                                              $
                                                              7
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              7Obligations
      of States and Political Subdivisions
                                                              
                                                              
                                                              46,833
                                                              
                                                              
                                                              
                                                              214
                                                              
                                                              
                                                              
                                                              (1,011
                                                              )
                                                              
                                                              
                                                              46,036$
                                                              46,840
                                                              
                                                              
                                                              $
                                                              214
                                                              
                                                              
                                                              $
                                                              (1,011
                                                              )
                                                              
                                                              $
                                                              46,043Available
      for SaleDecember
      31, 2008Gross
                                                              
                                                              
                                                              Gross
                                                              
                                                              
                                                              EstimatedAmortized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              Unrealized
                                                              
                                                              
                                                              MarketCost
                                                              
                                                              
                                                              Gains
                                                              
                                                              
                                                              Losses
                                                              
                                                              
                                                              ValueObligations
      of U.S. Government Agencies
                                                              
                                                              $
                                                              322,767
                                                              
                                                              
                                                              $
                                                              6,915
                                                              
                                                              
                                                              $
                                                              (11
                                                              )
                                                              
                                                              $
                                                              329,671Obligations
      of States and Political Subdivisions
                                                              
                                                              
                                                              40,999
                                                              
                                                              
                                                              
                                                              541
                                                              
                                                              
                                                              
                                                              (426
                                                              )
                                                              
                                                              
                                                              41,114Trust
      Preferred CDO Securities
                                                              
                                                              
                                                              25,132
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (5,761
                                                              )
                                                              
                                                              
                                                              19,371Corporate
      Debt Securities
                                                              
                                                              
                                                              15,170
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (1,654
                                                              )
                                                              
                                                              
                                                              13,516Other
      Securities
                                                              
                                                              
                                                              2,386
                                                              
                                                              
                                                              
                                                              59
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2,445$
                                                              406,454
                                                              
                                                              
                                                              $
                                                              7,515
                                                              
                                                              
                                                              $
                                                              (7,852
                                                              )
                                                              
                                                              $
                                                              406,117





The
investment securities portfolio is evaluated for impairment throughout the year.
Impairment is recorded against individual securities, unless the decrease in
fair value is attributable to interest rates or the lack of an active market,
and Management determines that the Company does not intend to sell the
investments and it is not more likely than not that the Company will be required
to sell the investments before a recovery of their amortized costs bases, which
may be maturity. The following table shows the gross unrealized losses and fair
value of the Company’s investments with unrealized losses that are not deemed to
be other than temporarily impaired (in thousands), aggregated by investment
category and length of time that individual securities have been in a continuous
unrealized loss position at September 30, 2009 and December 31,
2008.


-13-





September 30, 2009Less
      than 12 months
                                                    
                                                    
                                                    12
      months or longer
                                                    
                                                    
                                                    TotalAggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      Losses
                                                    
                                                    
                                                    Aggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      Losses
                                                    
                                                    
                                                    Aggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      LossesObligations
      of United States Government Agencies
                                                    
                                                    $
                                                    39,881
                                                    
                                                    
                                                    $
                                                    187
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    39,881
                                                    
                                                    
                                                    $
                                                    187Obligations
      of States and Political Subdivisions
                                                    
                                                    
                                                    307
                                                    
                                                    
                                                    
                                                    3
                                                    
                                                    
                                                    
                                                    5,828
                                                    
                                                    
                                                    
                                                    171
                                                    
                                                    
                                                    
                                                    6,135
                                                    
                                                    
                                                    
                                                    174Trust
      Preferred CDO Securities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    3,681
                                                    
                                                    
                                                    
                                                    4,059
                                                    
                                                    
                                                    
                                                    3,681
                                                    
                                                    
                                                    
                                                    4,059Corporate
      Debt Securities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    6,963
                                                    
                                                    
                                                    
                                                    1,404
                                                    
                                                    
                                                    
                                                    6,963
                                                    
                                                    
                                                    
                                                    1,404Equity
      Securities
                                                    
                                                    
                                                    270
                                                    
                                                    
                                                    
                                                    270
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    270
                                                    
                                                    
                                                    
                                                    270$
                                                    40,458
                                                    
                                                    
                                                    $
                                                    460
                                                    
                                                    
                                                    $
                                                    16,472
                                                    
                                                    
                                                    $
                                                    5,634
                                                    
                                                    
                                                    $
                                                    56,930
                                                    
                                                    
                                                    $
                                                    6,094December
      31, 2008Less
      than 12 months
                                                    
                                                    
                                                    12
      months or longer
                                                    
                                                    
                                                    TotalAggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      Losses
                                                    
                                                    
                                                    Aggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      Losses
                                                    
                                                    
                                                    Aggregate
                                                      FairValue
                                                    
                                                    
                                                    Gross
                                                      Unrealized
                                                      LossesObligations
      of United States Government Agencies
                                                    
                                                    $
                                                    8,791
                                                    
                                                    
                                                    $
                                                    4
                                                    
                                                    
                                                    $
                                                    1,500
                                                    
                                                    
                                                    $
                                                    7
                                                    
                                                    
                                                    $
                                                    10,291
                                                    
                                                    
                                                    $
                                                    11Obligations
      of States and Political Subdivisions
                                                    
                                                    
                                                    20,707
                                                    
                                                    
                                                    
                                                    1,211
                                                    
                                                    
                                                    
                                                    3,878
                                                    
                                                    
                                                    
                                                    226
                                                    
                                                    
                                                    
                                                    24,585
                                                    
                                                    
                                                    
                                                    1,437Trust
      Preferred CDO Securities
                                                    
                                                    
                                                    6,605
                                                    
                                                    
                                                    
                                                    2,474
                                                    
                                                    
                                                    
                                                    12,766
                                                    
                                                    
                                                    
                                                    3,287
                                                    
                                                    
                                                    
                                                    19,371
                                                    
                                                    
                                                    
                                                    5,761Corporate
      Debt Securities
                                                    
                                                    
                                                    12,516
                                                    
                                                    
                                                    
                                                    1,654
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    12,516
                                                    
                                                    
                                                    
                                                    1,654$
                                                    48,619
                                                    
                                                    
                                                    $
                                                    5,343
                                                    
                                                    
                                                    $
                                                    18,144
                                                    
                                                    
                                                    $
                                                    3,520
                                                    
                                                    
                                                    $
                                                    66,763
                                                    
                                                    
                                                    $
                                                    8,863





The
amount of investment securities issued by government agencies, states, and
political subdivisions with unrealized losses and the amount of unrealized
losses on those investment securities are primarily the result of market
interest rates and not the result of the credit quality of the issuers of the
securities. Because the Company does not intend to sell the investments and it
is not more likely than not that the Company will be required to sell the
investments before recovery of their amortized cost bases, which may be
maturity, the Company does not consider those investments to be other than
temporarily impaired at September 30, 2009.





The Trust
Preferred CDO Securities are issued by companies in the financial services
industry, including banks, thrifts, and insurance companies. Each of the four
securities owned by the Company is in an unrealized loss position. The main
reasons for the impairment are the overall decline in market values for
financial industry securities and the lack of an active market for these types
of securities in particular. In determining whether the impairment is not
other-than-temporary, the Company analyzed each security’s expected cash flows.
The assumptions used in the cash flow analysis were developed following a review
of the financial condition of the individual obligors in the pools. The analysis
concluded that disruption of our cash flows due to defaults by issuers was
currently not expected to occur in two of the four securities owned. As a result
of uncertainties in the market place affecting companies in the financial
services industry, it is at least reasonably possible that a change in the
estimate will occur in the near term. Because the Company does not intend to
sell the investments and it is not more likely than not that the Company will be
required to sell the investments before recovery of their amortized cost bases,
which may be maturity, the Company does not consider those investments to be
other than temporarily impaired at September 30, 2009.





The Other
Than Temporary Impairment (OTTI) analysis of two of the four Trust Preferred CDO
securities indicated that their impairment most likely is not temporary.
Accounting regulations require entities to split OTTI charges between credit
losses, which are charged to earnings, and other impairment, which is charged to
Other Comprehensive Income (OCI). The CDOs that have OTTI have a par value of
$17.5 million.


-14-





The
Corporate Debt Securities consist of senior unsecured debt issued by regional
banks and bank holding companies. The market values for these securities have
declined over the last several months due to larger credit spreads on financial
sector debt. The Company owns three bonds with maturities ranging from December,
2015 to February, 2019. The Company monitors the financial condition of each
issuer by reviewing financial statements and industry analyst reports, and
believes that the each of the issuers will be able to fulfill the obligations of
these securities. The unrealized losses on investment securities are primarily
the result of increases in market interest rates and not the result of credit
quality of the issuers of the securities. Because the Company does not intend to
sell the investments and it is not more likely than not that the Company will be
required to sell the investments before recovery of their amortized cost bases,
which may be maturity, the company does not consider those investments to be
other than temporarily impaired at September 30, 2009.




7.
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS




Certain
of the Bank’s assets and liabilities are financial instruments that have fair
values that differ from their carrying values in the accompanying consolidated
balance sheets.  These fair values, along with the methods and
assumptions used to estimate such fair values, are discussed
below.  The fair values of all financial instruments not discussed
below (Cash and cash equivalents, Federal funds sold, Federal Home Loan Bank
stock, Accrued interest receivable and other assets, Bank Owned Life Insurance,
Federal funds purchased, and Interest payable and other liabilities) are
estimated to be equal to their carrying amounts as of September 30, 2009 and
December 31, 2008.




INVESTMENT
SECURITIES




Fair
value for the Bank’s investment securities was determined using the market value
in active markets, where available. When not available, fair values are
estimated using the fair value hierarchy. In the fair value hierarchy, Level 2
fair values are determined using observable inputs other than Level 1 market
prices, such as quoted prices for similar assets. Level 3 values are determined
using unobservable inputs, such as discounted cash flow projections. These
Estimated Market Values are disclosed in Note 6. The fair value disclosures
required are in Note 8.




LOANS,
NET




The fair
value of all loans is estimated by discounting the future cash flows associated
with the loans, using the current rates at which similar loans would be made to
borrowers with similar credit ratings and for the same remaining
maturities.




OTHER
TIME DEPOSITS




The fair
value of other time deposits, consisting of fixed maturity certificates of
deposit, is estimated by discounting the related cash flows using the rates
currently offered for deposits of similar remaining maturities.




FHLB
ADVANCES AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS




A portion
of the Federal Home Loan Bank advances in the accompanying consolidated balance
sheets were written with a put option that allows the Federal Home Loan Bank to
require repayment or conversion to a variable rate advance. The fair value of
these putable Federal Home Loan Bank advances is estimated using the binomial
lattice option pricing method.


-15-




The fair
value of fixed and variable rate Federal Home Loan Bank advances and Securities
Sold under Repurchase Agreements, is estimated by discounting the related cash
flows using the rates currently available for borrowings of similar remaining
maturities.




OFF-BALANCE-SHEET
FINANCIAL INSTRUMENTS




The fair
values of commitments to extend credit and standby letters of credit and
financial guarantees written are estimated using the fees currently charged to
engage into similar agreements.  The fair values of these instruments
are not significant.




The
carrying amounts and approximate fair values as of September 30, 2009 and
December 31, 2008 are as follows (000’s omitted):




September 30, 2009
                      
                      
                      December 31, 2008Carrying
                      
                      
                      Estimated
                      
                      
                      Carrying
                      
                      
                      EstimatedValue
                      
                      
                      Fair
      Value
                      
                      
                      Value
                      
                      
                      Fair
      ValueFinancial
      Assets:Cash
      and due from banks
                      
                      $
                      71,231
                      
                      
                      $
                      71,231
                      
                      
                      $
                      50,786
                      
                      
                      $
                      50,786Securities
                      
                      
                      366,600
                      
                      
                      
                      366,839
                      
                      
                      
                      452,957
                      
                      
                      
                      452,160Federal
      Home Loan Bank Stock
                      
                      
                      13,086
                      
                      
                      
                      13,086
                      
                      
                      
                      13,086
                      
                      
                      
                      13,086Loans,
      net
                      
                      
                      860,522
                      
                      
                      
                      862,055
                      
                      
                      
                      922,420
                      
                      
                      
                      953,267Financial
      Liabilities:Demand,
      NOW, savings and money market savings deposits
                      
                      
                      626,343
                      
                      
                      
                      626,343
                      
                      
                      
                      621,762
                      
                      
                      
                      621,762Other
      time deposits
                      
                      
                      421,306
                      
                      
                      
                      428,965
                      
                      
                      
                      514,316
                      
                      
                      
                      521,272Borrowed
      fundsVariable
      Rate FHLB Advances
                      
                      
                      110,000
                      
                      
                      
                      117,705
                      
                      
                      
                      123,000
                      
                      
                      
                      131,491Fixed
      Rate FHLB Advances
                      
                      
                      3,500
                      
                      
                      
                      3,697
                      
                      
                      
                      8,500
                      
                      
                      
                      8,800Putable
      FHLB Advances
                      
                      
                      130,000
                      
                      
                      
                      136,108
                      
                      
                      
                      130,000
                      
                      
                      
                      138,870Repurchase
      Agreements
                      
                      
                      30,000
                      
                      
                      
                      35,055
                      
                      
                      
                      30,000
                      
                      
                      
                      33,840




8. FAIR
VALUE MEASUREMENTS




The
following tables present information about the Company’s assets measured at fair
value on a recurring basis at September 30, 2009, and the valuation techniques
used by the Company to determine those fair values.




In
general, fair values determined by Level 1 inputs use quoted prices in active
markets for identical assets that the Company has the ability to
access.




Fair
values determined by Level 2 inputs use other inputs that are observable, either
directly or indirectly. These Level 2 inputs include quoted prices for similar
assets in active markets, and other inputs such as interest rates and yield
curves that are observable at commonly quoted intervals.




Level 3
inputs are unobservable inputs, including inputs that are available in
situations where there is little, if any, market activity for the related
asset.




In
instances where inputs used to measure fair value fall into different levels in
the above fair value hierarchy, fair value measurements in their entirety are
categorized based on the lowest level input that is significant to the
valuation. The Company’s assessment of the significance of particular inputs to
these fair value measurements requires judgment and considers factors specific
to each asset.


-16-


Assets
measured at fair value on a recurring basis are as follows (000’s
omitted):




Quoted
      Prices in
                    Active
      Markets for
                    Identical
      Assets
                    (Level
      1)
                  
                  
                  Significant
      Other
                    Observable
      Inputs
                    (Level
      2)
                  
                  
                  Significant
                    Unobservable
                    Inputs
      (Level 3)
                  
                  
                  Balance
      at Sept.
                    30,
      2009Investment
      Securities - Available for Sale
                  
                  $
                  273,253
                  
                  
                  $
                  46,598
                  
                  
                  $
                  12,094
                  
                  
                  $
                  331,945




The
changes in Level 3 assets measured at fair value on a recurring basis were
(000’s omitted):




Investment
                        Securities
      -
                        Available
      for SaleBalance
      at December 31, 2008
                      
                      $
                      19,746Total
      realized and unrealized gains (losses) included in income
                      
                      
                      (5,316
                      )Total
      unrealized gains (losses) included in other comprehensive
      income
                      
                      
                      (2,336
                      )Net
      purchases, sales, calls and maturities
                      
                      
                      -Net
      transfers in/out of Level 3
                      
                      
                      -Balance
      at September 30, 2009
                      
                      $
                      12,094




Of the
Level 3 assets that were held by the Company at September 30, 2009, the
unrealized loss for the nine months ended September 30, 2009 was $2,336,000,
which is recognized in other comprehensive income in the consolidated statements
of financial condition. The Company did not have any sales or purchases of Level
3 available for sale securities during the period.




Both
observable and unobservable inputs may be used to determine the fair value of
positions classified as Level 3 assets. As a result, the unrealized gains and
losses for these assets presented in the tables above may include changes in
fair value that were attributable to both observable and unobservable
inputs.




The
Company owns pooled Trust Preferred Securities (“TRUPs”) with a fair value of
$12,094,000 as of September 30, 2009. Trading of these types of securities is
only conducted on a distress sale or forced liquidation basis. As a result, the
Company measures the fair values of these assets using Level 3 inputs,
specifically discounted cash flow projections.




The
Company also has assets that under certain conditions are subject to measurement
at fair value on a nonrecurring basis. These assets include loans and Other Real
Estate Owned. The Company estimated the fair values of these assets using Level
3 inputs, specifically discounted cash flow projections.




Assets
measured at fair value on a nonrecurring basis are as follows (000’s
omitted):




Balance
      at
                    Sept.
      30, 2009
                  
                  
                  Quoted
      Prices in
                    Active
      Markets for
                    Identical
      Assets
                    (Level
      1)
                  
                  
                  Significant
      Other
                    Observable
      Inputs
                    (Level
      2)
                  
                  
                  Significant
                    Unobservable
                    Inputs
      (Level 3)
                  
                  
                  Total
      Losses for
                    the
      three months
                    ended
      Sept. 30,
                    2009
                  
                  
                  Total
      Losses for
                    the
      nine months
                    ended
      Sept. 30,
                    2009Impaired
      loans
                  
                  $
                  66,550
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  66,550
                  
                  
                  $
                  3,799
                  
                  
                  $
                  10,447Other
      Real Estate Owned
                  
                  $
                  19,416
                  
                  
                  $
                  -
                  
                  
                  $
                  19,416
                  
                  
                  $
                  -
                  
                  
                  $
                  1,927
                  
                  
                  $
                  7,957




Impaired
loans categorized as Level 3 assets consist of non-homogenous loans that are
considered impaired. The Company estimates the fair value of the loans based on
the present value of expected future cash flows using management’s best estimate
of key assumptions. These assumptions include future payment ability, timing of
payment streams, and estimated realizable values of available collateral
(typically based on outside appraisals). Other Real Estate Owned (OREO) consists
of property received in full or partial satisfaction of a receivable. The
Company utilizes independent appraisals to estimate the fair value of OREO
properties.


-17-




9.
FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK




The Bank
is a party to financial instruments with off-balance sheet risk in the normal
course of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit and standby letters of
credit.  Those instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the
consolidated statements of condition.




The
Bank’s exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit and standby letters
of credit is represented by the contractual amount of those instruments. The
Bank uses the same credit policies in making commitments and conditional
obligations as it does for its other lending activities.




Financial
instruments whose contractual amounts represent off-balance sheet credit risk
were as follows (000s omitted):


Contractual
      AmountSeptember
      30,
                      
                      
                      December
      31,2009
                      
                      
                      2008Commitments
      to extend credit:Unused
      portion of commercial lines of credit
                      
                      $
                      63,850
                      
                      
                      $
                      62,537Unused
      portion of credit card lines of credit
                      
                      
                      5,323
                      
                      
                      
                      5,872Unused
      portion of home equity lines of credit
                      
                      
                      16,147
                      
                      
                      
                      20,200Standby
      letters of credit and financial guarantees written
                      
                      
                      5,434
                      
                      
                      
                      7,297All
      other off-balance sheet assets
                      
                      
                      5,336
                      
                      
                      
                      3,682




Commitments
to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract.  Most
commercial lines of credit are secured by real estate mortgages or other
collateral, and generally have fixed expiration dates or other termination
clauses. Since the lines of credit may expire without being drawn upon, the
total committed amounts do not necessarily represent future cash
requirements.  Credit card lines of credit have various established
expiration dates, but are fundable on demand. Home equity lines of credit are
secured by real estate mortgages, a majority of which have ten year expiration
dates, but are fundable on demand. The Bank evaluates each customer’s
creditworthiness on a case-by-case basis. The amount of the collateral obtained,
if deemed necessary by the Bank upon extension of credit, is based on
Management’s credit evaluation of the counterparty.




Standby
letters of credit written are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support public and private borrowing arrangements and other
business transactions.




Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations




Introduction




MBT
Financial Corp. (the “Company) is a bank holding company with one subsidiary,
Monroe Bank & Trust (“the Bank”). The Bank is a commercial bank with two
wholly owned subsidiaries, MBT Credit Company, Inc. and MB&T Financial
Services. MBT Credit Company, Inc. conducts lending operations for the Bank and
MB&T Financial Services is an insurance agency which sells insurance
policies to the Bank. The Bank operates 18 branch offices in Monroe County,
Michigan and 7 offices in Wayne County, Michigan. The Bank’s primary source of
income is interest income on its loans and investments and its primary expense
is interest expense on its deposits and borrowings.


-18-





The
ongoing challenges in the national economy generally and in the southeast
Michigan economy in particular, with increasing unemployment and decreasing real
estate values, continue to have a negative impact on our performance. We monitor
the quality of our loan portfolios closely, and we decided that the decrease in
value of real estate collateral associated with such economic challenges
necessitated write downs of some of our loans this quarter. Our Provision for
Loan Losses in the third quarter of 2009 was $6.8 million. We charged off $12.1
million of loans during the quarter, so our Allowance for Loan and Lease Losses
decreased $5.3 million to $18.6 million, which is 2.11% of loans. Although the
charge offs exceeded the provision in the quarter, we believe that the Allowance
remains adequate because most of the loans charged off in the third quarter were
provided for in earlier quarters. We also conducted an auction of OREO
properties on October 8, which required us to write down the values of the
properties that sold to their sales prices effective September 30. At the
auction we sold properties carried at $1.9 million for $1.4 million. The third
quarter loss on OREO sales of $1.9 million includes $0.5 million to write down
the value of the properties sold in October. The auction sales are expected to
close in the fourth quarter. Non performing assets (NPAs) increased from $89.0
million to $97.3 million during the quarter, as non performing loans increased
$6.8 million and OREO increased $1.5 million. However, Total Problem Assets,
which includes non performing assets and problem loans that are still
performing, decreased $2.4 million, or 1.6% during the quarter. This was the
second consecutive quarterly decrease in total problem assets.





Net
Interest Income decreased $570,000 compared to the third quarter of 2008 even
though the net interest margin was unchanged as the average earning assets
decreased. The provision for loan losses increased from $4.1 million in the
third quarter of 2008 to $6.8 million in 2009 due to the continued weak economic
conditions and soft real estate market. Non interest income decreased $706,000
compared to last year as Wealth Management fees decreased due to lower market
values for investments, NSF fees decreased due to a significant decrease in
overdraft activity, and other than temporary impairment of investment securities
offset the gains on securities sold. We believe that we are beginning to see the
benefits of our cost reduction initiatives. Even though credit related expenses
and FDIC insurance costs increased, our total non interest expenses only
increased $25,000, or 0.2% compared to the third quarter of 2008. We expect
credit related expenses to remain high, but we should continue to see meaningful
expense improvement in most other areas.




Our
capital level remains above the regulatory minimum required to be considered a
well-capitalized institution.  As of September 30, 2009 our total
capital was $109,597,000.  We believe that we have sufficient
liquidity to meet the needs of our qualified loan customers, and we continue to
maintain a financially sound and solvent balance sheet. Due to the four
consecutive quarterly losses and the continued weak earnings and economic
outlook, our board of directors determined to eliminate the quarterly dividend
in the third quarter of 2009 after reducing it twice in the last six quarters.
Our board does not expect to reinstate the dividend until it believes that
earnings and capital have returned to levels that support ongoing payment of
dividends.


-19-


In May,
2009 the Bank agreed to an informal memorandum of understanding with its
regulators to establish, among other things, reporting regularly to the
regulators about our operations, financial condition, and efforts to mitigate
risks.  As a part of this informal program the Bank undertook certain
actions to improve the Bank's credit administration and developed a written plan
to attain a minimum Tier 1 Leverage Capital ratio of 8% that was approved by the
Company's Board and timely submitted to its regulatory agencies.  A
failure to meet its commitment regarding these corrective actions could result
in more formal regulatory actions.  The Bank’s Tier 1 Leverage Capital
ratio decreased from 7.83% at June 30, 2009 to 7.06% at September 30, 2009. The
decrease in this ratio in the third quarter was due to the Net Loss of $2.3
million during the quarter and the disallowance, solely for purposes of
computation of the Bank’s Tier 1 Leverage Capital ratio, of $10.5 million in
deferred tax assets. Bank capital regulations limit the amount of deferred tax
assets that banks may include in equity capital when determining compliance with
bank capital requirements. Although the disallowance of $10.5 million in
deferred tax assets adversely impacted our regulatory capital ratios at
September 30, 2009, no valuation allowance was required for the deferred tax
asset we carry on our consolidated balance sheet at September 30, 2009, and
therefore there was no reduction in our consolidated shareholder equity
resulting from this disallowance. Prior to the third quarter of 2009, the Bank
targeted an 8% Tier 1 Leverage Ratio. In response to the ongoing challenges in
the national economy in general and in southeast Michigan in particular, in late
2008 and early 2009, the Company developed a plan for risk mitigation,
profitability, and capital management that it believed would allow the Bank to
achieve this target by the end of 2009. Following the results of the third
quarter, which included the above mentioned credit related losses in the loan
and investment portfolios and the previously mentioned disallowance of deferred
tax assets for Bank regulatory capital purposes, The Company does not expect to
reach the 8% Tier 1 Leverage Ratio target set forth in our memorandum of
understanding until mid to late 2010. This expectation could be impacted
positively or negatively due to current uncertainties, which include, but are
not limited to, pending legislation regarding tax loss carry backs, changing
economic conditions, asset quality, and property values, and potential increased
impairment of investment securities.




Critical Accounting
Policies




The
Company’s Allowance for Loan Losses is a “critical accounting estimate” because
it is an estimate that is based on assumptions that are highly uncertain, and if
different assumptions were used or if any of the assumptions used were to
change, there could be a material impact on the presentation of the Company’s
financial condition. These assumptions include, but are not limited to,
collateral values and the effect of economic conditions on the financial
condition of the borrowers. To determine the Allowance for Loan Losses, the
Company estimates losses on all loans that are not classified as non accrual or
renegotiated by applying historical loss rates, adjusted for current conditions,
to those loans. In addition, all loans that are non accrual or renegotiated are
individually tested for impairment. Any amount of monetary impairment is
included in the Allowance for Loan Losses.




Financial
Condition




Economic
deterioration appears to have begun to abate in the third quarter of 2009. Local
unemployment and property values stabilized, resulting in the second quarterly
decrease in total problem assets. However, the economic environment is still
weak, especially in southeast Michigan, and nonperforming assets increased
during the quarter. Total loans also decreased due to low loan demand and
payments and charge offs of existing loans. We continued to use maturities and
sales of investments to decrease our borrowings and brokered certificates of
deposits, which has helped improve our net interest margin. This has also
resulted in a decrease in total assets, which has enabled us to maintain capital
ratios in excess of the minimum “well capitalized” regulatory standard (even
though our capital decreased due to the loss). The decrease in earning assets
resulted in a decrease in net interest income, and the poor economic conditions
caused a significantly larger provision for loan losses, and higher credit
related non interest expenses. While some lending opportunities exist, the
economy is expected to remain weak in our market area into 2010. The Company
expects low or slightly negative deposit and asset growth well into 2010 and
intends to continue to focus efforts on credit quality, capital management, and
risk mitigation.


-20-




Since
December 31, 2008, total loans decreased $62.6 million (6.6%) due to the weak
loan demand. Total cash and investments decreased $65.9 million (13.1%), and
total assets decreased $119.9 million (7.7%). Residential real estate secured
loans decreased $46.6 million (10.6%) due to a decrease in residential
development activity. Deposits decreased $88.4 million, or 7.8%, due to
continued reduction in the amount of brokered certificates of deposit and a less
competitive pricing strategy which is designed to reduce the amount of deposits
and the average cost of deposits while managing our interest rate risk. Total
capital decreased $11.4 million or 9.4% because of the net loss of $9.1 million,
and the $2.2 million decrease in accumulated other comprehensive income
(AOCI).  AOCI decreased due to the decrease in the value of securities
available for sale. Total capital decreased at a higher rate than total assets
causing the capital to assets ratio to decrease from 7.74% at December 31, 2008
to 7.60% at September 30, 2009.




The
amount of nonperforming assets (“NPAs”) increased $24.3 million or 33.3% since
year end. NPAs include non performing loans, which increased 42.4% from $53.8
million to $76.6 million, and Other Real Estate Owned and Other Assets (“OREO”),
which increased 7.9% from $19.2 million to $20.7 million. Total problem assets,
which includes all NPAs and performing loans that are internally classified as
substandard, increased $8.8 million, or 6.4%. The Company’s Allowance for Loan
and Lease Losses (“ALLL”) increased $45,000 since December 31, 2008, as the
amount of specific allocations decreased from $5.2 million to $5.1 million,
mainly due to charge offs. The general allocation portion of the allowance
increased slightly from $13.2 million to $13.5 million because the impact of the
decrease in the size of the loan portfolio was less than the impact of the
increase in the loss factors. The loss factors, which include five year loss
averages (weighted more heavily for recent losses), and adjustments for various
current factors, such as recent delinquency trends and national and local
economic conditions, were increased due to the weak economic conditions and
declining real estate values. The ALLL is now 2.11% of loans, compared to 1.97%
at year end. The ALLL is 24.3% of NPLs, compared to 34.4% at year end. In light
of current economic conditions, we believe that at this level the ALLL
adequately estimates the potential losses in the loan portfolio.




Results of Operations –
Third Quarter 2009 vs. Third Quarter 2008




Net
Interest Income - A comparison of the income statements for the three months
ended September 30, 2008 and 2009 shows a decrease of $570,000, or 5.1%, in Net
Interest Income. Interest income on loans decreased $2.5 million or 15.7% as the
average loans outstanding decreased $80.7 million and the average yield on loans
decreased from 6.37% to 5.83%. The interest income on investments, fed funds
sold, and interest bearing balances due from banks decreased $1.0 million even
though the average amount of investments, fed funds sold, and interest bearing
balances due from banks increased $13.2 million as the yield decreased from
5.16% to 4.05%. An improvement in the term structure of interest rates, a
decrease in the overall level of interest rates, and the maturity of some high
cost borrowings and brokered certificates of deposit allowed funding costs to
decrease faster than asset yields. The interest expense on deposits decreased
$2.1 million or 33.4% as the average deposits decreased $24.8 million and the
average cost of those deposits decreased from 2.31% to 1.57%. The cost of
borrowed funds decreased $0.8 million as the average amount of borrowed funds
decreased $29.9 million and the average cost of the borrowings decreased from
4.88% to 4.23%.


-21-


Provision
for Loan Losses - The Provision for Loan Losses increased from $4.1 million in
the third quarter of 2008 to $6.8 million in the third quarter of 2009 due to
increased non performing loans and weaker economic conditions. Net charge offs
were $12.1 million during the third quarter of 2009, compared to $3.8 million in
the third quarter of 2008. Each quarter, the Company conducts a review and
analysis of its ALLL to determine its adequacy. This analysis involves specific
allocations for impaired credits and a general allocation for losses expected
based on historical experience adjusted for current conditions. The ALLL is
2.11% of loans as of September 30, 2009 and, in light of current economic
conditions, we believe that at this level the ALLL adequately estimates the
potential losses in our loan portfolio.




Other
Income – Non interest income decreased $706,000 or 16.6% compared to the third
quarter of 2008. Although we have been successful in attracting new business in
our Wealth Management Group, income decreased 13.9% due to decreasing market
values of investments. Service charges and other fees decreased $167,000, or
9.9%, primarily due to a decrease in NSF fees on checking accounts. Mortgage
loan activity increased in the third quarter of 2009 due to an increase in the
number of refinances, and the origination fees on mortgage loans sold increased
$46,000, or 63.0%. The net gain on securities transactions decreased $510,000 as
gains on sales of investments in 2009 were offset by an OTTI charge on our
pooled trust preferred CDO securities.




Other
Expenses – Total non interest expenses increased $25,000 or 0.2% compared to the
third quarter of 2008. Most expense categories were flat or decreased due to
cost containment initiatives implemented throughout the last year. Salaries and
Employee Benefits increased $32,000, or 0.6%, as the increase in health
insurance expense was nearly offset by a decreases in the 401(k) matching
contribution and the incentive pay accrual. Equipment expenses decreased
$75,000, or 9.3% as computer expense decreased $38,000 and machine maintenance
decreased $37,000. The advertising program was reduced in 2009, resulting in a
decrease of $20,000, or 6.7% in marketing expense. Collection expenses increased
$34,000 or 39.1% due to the growth in non performing assets. Losses on OREO
transactions decreased $288,000 compared to the third quarter last year due to a
large amount of write downs in the third quarter of 2008. FDIC insurance premium
expense increased $402,000, or 177.9% primarily due to an increase in our
regular assessment rate from 7 basis points to nearly 22 basis
points.




As a
result of the above activity, the Income Before Income Taxes decreased $4.0
million to a loss of $4.1 million. The income tax benefit increased $1.4 million
from $0.4 million to $1.8 million. The Net Loss of $2.3 million is a decrease of
$2.6 million from the profit of $0.3 million in the third quarter of
2008.




Results of Operations – Nine
Months Ended September 30, 2009 vs. September 30, 2008




Net
Interest Income - A comparison of the income statements for the nine months
ended September 30, 2008 and 2009 shows a decrease of $1.8 million, or 5.4% in
Net Interest Income. Interest income on loans decreased $7.9 million or 16.5% as
the average loans outstanding decreased $72.8 million and the average yield on
loans decreased from 6.46% to 5.83%. The interest income on investments, fed
funds sold, and interest bearing balances due from banks decreased $2.3 million
even though the average amount of investments, fed funds sold, and interest
bearing balances due from banks increased $8.5 million as the yield decreased
from 5.16% to 4.38%. An improvement in the term structure of interest rates, a
decrease in higher cost borrowed funds and brokered certificates of deposit, and
a decrease in the overall level of interest rates allowed funding costs to
decrease faster than asset yields. The interest expense on deposits decreased
$5.8 million or 29.0% as the average deposits decreased $18.5 million and the
average cost of those deposits decreased from 2.47% to 1.79%. The cost of
borrowed funds decreased $2.6 million as the average amount of borrowed funds
decreased $29.7 million and the average cost of the borrowings decreased from
5.06% to 4.37%.


-22-




Provision
for Loan Losses - The Provision for Loan Losses increased from $8.0 million in
the first nine months of 2008 to $19.0 million in the first nine months of 2009
due to increased non performing loans and weaker economic conditions. Net charge
offs increased from $9.8 million during the first nine months of 2008 to $19.0
million in the first nine months of 2009.




Other
Income – Non interest income, excluding securities transactions, decreased $0.9
million or 7.6% compared to the first nine months of 2008. Although we have been
successful in attracting new business in our Wealth Management Group, income
decreased $577,000, or 17.3% due to decreasing market values of investments.
Service charges and other fees decreased $491,000, or 10.2%, primarily due to a
decrease in NSF fees on checking accounts. Gains on sales of securities
decreased $671,000 from a gain of $371,000 in 2008 to a loss of $300,000 in 2009
due to the OTTI charges in 2009.




Other
Expenses – Total non interest expenses increased $6.8 million or 21.6% compared
to the first nine months of 2008 primarily due to higher credit related expenses
and an increase in our FDIC insurance assessment. Salaries and Employee Benefits
decreased $157,000, or 1.0%, primarily due to a reduction in the incentive
compensation accrual. Occupancy expense decreased $267,000 or 9.8% as
depreciation, utilities, maintenance, and property tax expenses decreased due to
branch closings. The advertising program was reduced in 2009, resulting in a
decrease of $96,000, or 10.7% in marketing expense. Losses on OREO transactions
increased $5.4 million compared to last year due to losses totaling $2.3 million
on 56 properties sold at auctions in 2009 and numerous write downs due to
decreasing property values in 2009. FDIC insurance premium expense increased
$1.9 million due to a special assessment of $663,000 in the second quarter of
2009, an increase in our regular assessment rate from 7 basis points to nearly
22 basis points in the second quarter of 2009, and because the Bank utilized its
remaining assessment credits in 2008.




As a
result of the above activity, the Income Before Income Taxes decreased $21.1
million to a loss of $15.5 million. The income tax expense decreased $7.3
million from $0.8 million to a benefit of $6.5 million. The Net Loss of $9.1
million is a decrease of $13.8 million from the profit of $4.7 million in the
first nine months of 2008.




Cash
Flows




Cash
flows from operating activities decreased from $9.0 million in the first nine
months of 2008 to $0.7 million in the first nine months of 2009 due to the
decrease in net income and the increase in the net deferred federal income tax
asset. Cash flows provided by investing activities increased from $45.4 million
in the first nine months of 2008 to $127.8 million in the first nine months of
2009 primarily due to a restructuring of a portion of the investment portfolio
in the third quarter of 2009. A portion of the investment activity proceeds and
the reduction in loans were used to fund the reduction in deposits and borrowed
funds. The amount of cash used for financing activities increased from $51.7
million in the first nine months of 2008 to $108.1 million in the first nine
months of 2009 as the decrease in deposits increased from $29.8 million in 2008
to $88.4 million in 2009. Also, the decrease in short term borrowing was $13.3
million in 2008, compared to zero in 2009, and Federal Home Loan Bank advances
decreased $18.0 million in 2009 compared to an increase of $5.0 million in the
first nine months of 2008. This is a result of the Bank’s efforts to improve its
capital position by decreasing total assets and improve its net interest margin
by reducing higher cost funding and lower yield assets.




-23-




Liquidity and
Capital


The
Company believes it has sufficient liquidity to fund its lending activity and
allow for fluctuations in deposit levels. Internal sources of liquidity are
provided by the maturities of loans and securities as well as holdings of
securities Available for Sale. External sources of liquidity include a line of
credit with the Federal Home Loan Bank of Indianapolis, the Federal funds line
that has been established with our correspondent bank, Repurchase Agreements
with money center banks that allow us to pledge securities as collateral for
borrowings and the Federal Reserve Discount Window, which allows us to pledge
loans and investments as collateral. As of September 30, 2009, the Bank utilized
$243.5 million of its authorized limit of $275 million with the Federal Home
Loan Bank of Indianapolis and none of its $25 million of federal funds line with
a correspondent bank.




The
Company’s Funds Management Policy includes guidelines for desired amounts of
liquidity and capital. The Funds Management Policy also includes contingency
plans for liquidity and capital that specify actions to take if liquidity and
capital ratios fall below the levels contained in the policy. Throughout
the first nine months of 2009 the Company was in compliance with its Funds
Management Policy regarding liquidity and capital.




Total
stockholders’ equity of the Company was $109.6 million at September 30, 2009 and
$121.0 million at December 31, 2008. The ratio of equity to assets was 7.60% at
September 30, 2009 and 7.74% at December 31, 2008. Federal bank regulatory
agencies have set capital adequacy standards for Total Risk Based Capital, Tier
1 Risk Based Capital, and Leverage Capital. These standards require banks to
maintain Leverage and Tier 1 ratios of at least 4% and a Total Capital ratio of
at least 8% to be adequately capitalized. The regulatory agencies consider a
bank to be well capitalized if its Total Risk Based Capital is at least 10% of
Risk Weighted Assets, Tier 1 Capital is at least 6% of Risk Weighted Assets, and
the Leverage Capital Ratio is at least 5%.




In the
third quarter of 2009, the Bank implemented an investment strategy that was
designed to improve its regulatory capital ratios by increasing capital and
reducing risk weighted assets. This strategy involved selling approximately $120
million of par value of FNMA and FHLMC mortgage backed and debt securities and
investing the proceeds in GNMA mortgage backed securities. These sales produced
gains of $5.3 million, which preserved capital by offsetting the OTTI charge on
the pooled trust preferred CDOs. The reinvestment in GNMA bonds decreased the
risk weighting of these assets from 20% to 0%, which helps maintain the Tier 1
Risk Based Capital and Total Risk Based Capital ratios.




The
following table summarizes the capital ratios of the Company and the
Bank:




Actual
                    
                    
                    Minimum
      to Qualify as
                      Well
      CapitalizedAmount
                    
                    
                    Ratio
                    
                    
                    Amount
                    
                    
                    RatioAs
      of September 30, 2009:Total
      Capital to Risk-Weighted AssetsConsolidated
                    
                    $
                    116,173
                    
                    
                    
                    11.16
                    %
                    
                    $
                    104,069
                    
                    
                    
                    10
                    %Monroe
      Bank & Trust
                    
                    
                    115,209
                    
                    
                    
                    11.08
                    %
                    
                    
                    103,970
                    
                    
                    
                    10
                    %Tier
      1 Capital to Risk-Weighted AssetsConsolidated
                    
                    
                    103,093
                    
                    
                    
                    9.91
                    %
                    
                    
                    62,441
                    
                    
                    
                    6
                    %Monroe
      Bank & Trust
                    
                    
                    102,094
                    
                    
                    
                    9.82
                    %
                    
                    
                    62,382
                    
                    
                    
                    6
                    %Tier
      1 Capital to Average AssetsConsolidated
                    
                    
                    103,093
                    
                    
                    
                    7.12
                    %
                    
                    
                    72,353
                    
                    
                    
                    5
                    %Monroe
      Bank & Trust
                    
                    
                    102,094
                    
                    
                    
                    7.06
                    %
                    
                    
                    72,306
                    
                    
                    
                    5
                    %


-24-




Actual
                      
                      
                      Minimum
      to Qualify as
                        Well
      CapitalizedAmount
                      
                      
                      Ratio
                      
                      
                      Amount
                      
                      
                      RatioAs
      of December 31, 2008:Total
      Capital to Risk-Weighted AssetsConsolidated
                      
                      $
                      136,286
                      
                      
                      
                      12.74
                      %
                      
                      $
                      106,980
                      
                      
                      
                      10
                      %Monroe
      Bank & Trust
                      
                      
                      134,853
                      
                      
                      
                      12.62
                      %
                      
                      
                      106,895
                      
                      
                      
                      10
                      %Tier
      1 Capital to Risk-Weighted AssetsConsolidated
                      
                      
                      122,820
                      
                      
                      
                      11.48
                      %
                      
                      
                      64,188
                      
                      
                      
                      6
                      %Monroe
      Bank & Trust
                      
                      
                      121,398
                      
                      
                      
                      11.36
                      %
                      
                      
                      64,137
                      
                      
                      
                      6
                      %Tier
      1 Capital to Average AssetsConsolidated
                      
                      
                      122,820
                      
                      
                      
                      7.82
                      %
                      
                      
                      78,543
                      
                      
                      
                      5
                      %Monroe
      Bank & Trust
                      
                      
                      121,398
                      
                      
                      
                      7.73
                      %
                      
                      
                      78,495
                      
                      
                      
                      5
                      %




At
September 30, 2009 and December 31, 2008, the Bank was in compliance with the
capital guidelines and qualifies as “well-capitalized” under regulatory
standards.




Market
risk for the Bank, as is typical for most banks, consists mainly of interest
rate risk and market price risk. The Bank’s earnings and the economic value of
its equity are exposed to interest rate risk and market price risk, and
monitoring this risk is the responsibility of the Asset/Liability Management
Committee (ALCO) of the Bank. The Bank’s market risk is monitored monthly and it
has not changed significantly since year-end 2008.




Forward-Looking
Statements




Certain
statements contained herein are not based on historical facts and are
"forward-looking statements" within the meaning of Section 21A of the Securities
Exchange Act of 1934.  Forward-looking statements which are based on
various assumptions (some of which are beyond the Company's control), may be
identified by reference to a future period or periods, or by the use of
forward-looking terminology, such as "may," "will," "believe," "expect,"
"estimate," "anticipate," "continue," or similar terms or variations on those
terms, or the negative of these terms.  Actual results could differ
materially from those set forth in forward-looking statements, due to a variety
of factors, including, but not limited to, those related to the economic
environment, particularly in the market areas in which the Company operates,
competitive products and pricing, fiscal and monetary policies of the U.S.
Government, changes in government regulations affecting financial institutions,
including regulatory fees and capital requirements, changes in prevailing
interest rates, acquisitions and the integration of acquired businesses, credit
risk management, asset/liability management, changes in the financial and
securities markets, including changes with respect to the market value of our
financial assets, the availability of and costs associated with sources of
liquidity, and the ability of the Company to resolve or dispose of problem
loans.




The
Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such
statements.




Item
3. Quantitative and Qualitative Disclosures about Market Risk




The Bank
faces market risk to the extent that the fair values of its financial
instruments are affected by changes in interest rates. The Bank does not face
market risk due to changes in foreign currency exchange rates, commodity prices,
or equity prices. The asset and liability management process of the Bank seeks
to monitor and manage the amount of interest rate risk. This is accomplished by
analyzing the differences in repricing opportunities for assets and liabilities,
by simulating operating results under varying interest rate scenarios, and by
estimating the change in the net present value of the Bank’s assets and
liabilities due to interest rate changes.


-25-




Each
month, the Asset and Liability Committee (ALCO), which includes the senior
management of the Bank, estimates the effect of interest rate changes on the
projected net interest income of the Bank. The sensitivity of the Bank’s net
interest income to changes in interest rates is measured by using a computer
based simulation model to estimate the impact on earnings of gradual increases
or decreases of 100, 200, and 300 basis points in the prime rate. The net
interest income projections are compared to a base case projection, which
assumes no changes in interest rates.




The
Bank’s ALCO has established limits in the acceptable amount of interest rate
risk, as measured by the change in the Bank’s projected net interest income, in
its policy. At the end of 2008, the estimated variability of the net interest
income exceeded the Bank’s established policy limits for the minus 200 and minus
300 basis point rate scenarios. At the end of the first nine months of 2009, the
estimated variability of the net interest income exceeded the Bank’s established
policy limit for the minus 300 basis point rate scenario. However, because
current interest rates are at historically low levels, it is not probable that
rates would decrease 300 basis points, and the ALCO determined that no
corrective action is required.




The ALCO
also monitors interest rate risk by estimating the effect of changes in interest
rates on the economic value of the Bank’s equity each month. The economic value
of the Bank’s equity is first determined by subtracting the fair value of the
Bank’s liabilities from the fair value of the Bank’s assets. The Bank estimates
the interest rate risk by calculating the effect of market interest rate changes
on that economic value of its equity. For this analysis, the Bank assumes
immediate parallel shifts of plus or minus 100, 200, and 300 basis points in
interest rates. The discount rates used to determine the present values of the
loans and deposits, as well as the prepayment rates for the loans, are based on
Management’s expectations of the effect of the rate changes on the market for
loans and deposits.




The
Bank’s interest rate risk, as measured by the net interest income and economic
value of equity simulations, has not changed significantly from December 31,
2008.




Item
4. Controls and Procedures




The
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
September 30, 2009, pursuant to Exchange Act Rule 13a-15.  Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
as of September 30, 2009, in alerting them in a timely manner to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings.





There was
no change in the Company’s internal control over financial reporting that
occurred during the Company’s fiscal quarter ended September 30, 2009, that has
materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.




Part
II Other Information




Item
1. Legal Proceedings


MBT
Financial Corp. and its subsidiaries are not a party to, nor is any of their
property the subject of any material legal proceedings other than ordinary
routine litigation incidental to their respective businesses, nor are any such
proceedings known to be contemplated by governmental
authorities.


-26-





Item
1A. Risk Factors


There
have been no material changes in the risk factors disclosed by the Company in
its Report on Form 10-K for the fiscal year ended December 31,
2008.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.


None.





Item
3. Defaults Upon Senior Securities


None.





Item
4. Submission of Matters to a Vote of Security Holders


None.





Item
5. Other Information


No
matters to be reported.


-27-


Item
6. Exhibits


The
following exhibits are filed as a part of this report:





3.1
            Restated
      Articles of Incorporation of MBT Financial Corp. Previously filed as
      Exhibit 3.1 to MBT Financial Corp.’s Form 10-K for its fiscal year ended
      December 31, 2000.





3.2
            Amended
      and Restated Bylaws of MBT Financial Corp. Previously filed as Exhibit 3.2
      to MBT Financial Corp.’s Form 10-Q for its quarter ended March 31,
      2008.





31.1
            Certification
      by Chief Executive Officer required by Securities and Exchange Commission
      Rule 13a-14.





31.2
            Certification
      by Chief Financial Officer required by Securities and Exchange Commission
      Rule 13a-14.





32.1
            Certification
      by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





32.2
            Certification
      by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.


-28-


Signatures




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




MBT Financial Corp.(Registrant)November 9, 2009
                                          
                                          By
                                          /s/ H. Douglas ChaffinDate
                                          
                                          H.
      Douglas ChaffinPresident
      &Chief
      Executive OfficerNovember 9, 2009
                                          
                                          By
                                          /s/ John L. SkibskiDate
                                          
                                          John
      L. SkibskiExecutive
      Vice President andChief
      Financial
Officer
  -29-




Exhibit
Index





Exhibit Number
                          
                          Description of Exhibits31.1
                          
                          Certification
      by Chief Executive Officer required by Securities and Exchange Commission
      Rule 13a-14.31.2
                          
                          Certification
      by Chief Financial Officer required by Securities and Exchange Commission
      Rule 13a-14.32.1
                          
                          Certification
      by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as enacted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
                          
                          Certification
      by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.