Compensation Committee Charter

STATEMENT OF POLICY  

The Compensation Committee shall provide assistance to the board of directors in fulfilling the board’s responsibilities relating to the organization, performance, compensation and succession of Management. The Compensation Committee shall also establish compensation guidelines for the Board of Directors.    

ORGANIZATION  

The members of the Compensation Committee shall be appointed by the board of directors and may be removed by the board of directors. The Compensation Committee shall meet at the call of its Chairman. The Compensation Committee has the authority to retain and terminate advisors to assist in discharging its duties including the authority to approve such advisors’ fees and retention terms.  Half of the members of the Compensation Committee shall be a quorum to transact business.     

QUALIFICATIONS  

The Compensation Committee shall be composed of independent directors, determined by the board of directors under the MBT Corporate Governance Guidelines & Directors’ Policy.     

POWERS, DUTIES AND RESPONSIBILITIES 

In discharging its responsibilities for the organization, performance, compensation, and succession of Management, the Compensation Committee shall: Consider and authorize the compensation philosophy for MBT’s personnel.   Review and evaluate the performance of the chief executive officer and executive management, in light of goals and objectives set by the Board of Directors that include MBT’s performance and return to stockholders. Annually review and approve perquisites for the chief executive officer and executive management. Set the chief executive officer’s and executive management’s compensation based upon performance.   Consider and make recommendations to the board of directors on matters relating to organization and succession of senior management. Consider and approve the report of the Compensation Committee for inclusion in the MBT proxy statement. Make recommendations to the board of directors with respect to incentive compensation plans, deferred compensation plans, executive retirement plans, and equity based plans. Evaluate and establish director compensation. Administer incentive, deferred compensation and equity based plans. Annually review and update this charter for consideration by the board of directors. Annually evaluate performance and function of the Compensation Committee. Report the matters considered and actions taken by the Compensation Committee to the board of directors.