MBT FINANCIAL CORPORATION RESTRICTED SHARE UNIT AGREEMENT

A.

Participant is employed by MBT or a Subsidiary in a position MBT deems to be a key position.

B.

MBT’s Board of Directors adopted the MBT Financial Corp. 2008 Stock Incentive Plan (the “Plan”).

C.

MBT desires to award Restricted Share Units (“RSUs”) to Participant under the Plan subject to the terms and conditions of the Plan and this Agreement as set forth below.

D.

Capitalized terms used but not defined herein shall have the meaning defined for them in the Plan.

1.

Grant of Restricted Share Units: MBT hereby grants to the Participant as of the date hereof (the “Grant Date”) an aggregate of ___ RSUs. Each RSU shall be equivalent to one Common Share of MBT. The grant is in all respects limited and conditioned as hereinafter provided, and is subject to the terms and conditions of the Plan now in effect as they may be amended from time to.

2.

Performance Period: The Performance Period for the RSUs awarded herein shall be the one year period beginning January 1, 2009 and ending December 31, 2009.

3.

Vesting Period: The Vesting Period for RSUs awarded herein shall begin on January 1, 2010, and shall end on the earlier of the Participant’s death, Participant’s Disability as defined under the Plan, Change in Control as defined under the Plan, or the Participant’s continued employment with MBT through December 31, 2011.

4.

Performance Schedule and Vesting of RSUs: The percentage of the RSU grant earned will be interpolated from the Performance Schedule Table below. “EPS” shall be equal to fully diluted earnings per share computed under Generally Accepted Accounting Principles (GAAP), provided however, the Compensation Committee of the Board of Directors may make adjustments to EPS to eliminate the effect of any item, positive or negative, that adversely affects the intended pay for performance nature of this RSU. A Participant’s earned RSU shall become vested on the last day of the Vesting Period. No RSUs will be awarded if EPS during the Performance Period is less than $.05 after adjustments, if any, made by the Compensation Committee. All RSUs awarded in this grant shall fully vest upon a Change in Control of MBT that occurs during the Performance Period without regard to the Performance Schedule Table.

Performance Schedule Table

Earned Percent of

Fully Diluted EPS for

RSU Grant

the Performance Period

Awarded

$.15

100%

$.10

75%

$.05

50%

5.

Dividend Equivalents: If any dividends are paid with respect to Commons Shares of MBT during the Performance Period, MBT will accrue dividend equivalents on the RSUs granted under this agreement and credit each Participant’s account in the form of additional RSUs. The amount of additional RSUs will be calculated based on the accumulated dividend payments made on MBT Common shares during the calendar year and the Fair Market Value of MBT Common Shares as of the last day of the Performance. Dividend equivalents accrued in the form of additional RSUs shall be earned and shall vest in accordance with the terms set forth under section 4.

6.

Payment of Earned and vested RSUs: Earned and Vested RSUs rounded up to the nearest whole unit shall be converted to Common Shares as of the last day of the Vesting Period. Stock certificates (the “Certificate”) evidencing the conversion of RSUs into Common Shares shall be issued as of the last day of the Vesting Period and registered in the Participant’s name. Subject to Section 7 of this Agreement, Certificates representing the unrestricted shares of MBT Common Shares will be delivered to the Participant as soon as practicable after the last day of the Vesting Period. Earned RSUs which do not vest as will be forfeited.

7.

Tax Withholding Obligations. As a condition of delivery of Common Shares pursuant to Section 6 of this Agreement, Participant shall be required to deposit with MBT an amount of cash equal to the amount determined by MBT to satisfy any federal, state and local tax withholding requirements. In lieu of a cash payment, Participant shall have the discretion, by making the election provided in Section 15 of the Plan, and subject to the terms and limitations of Section 15 of the Plan, to have MBT withhold Common Shares upon settlement of the RSU award, or to deliver previously owned Common Shares upon the settlement of the RSU award, to pay a required tax withholding amount.

8.

Termination and Forfeiture of RSUs: The Participant’s right to receive earned but unvested RSUs shall terminate in whole and forfeit upon termination of employment with MBT or its subsidiaries for any reason, except in the event of Participant’s death or Disability, prior to the end of the Vesting Period. If the Participant’s employment with MBT is terminated during the Performance Period due to death or Disability, the Participant’s unearned RSUs will remain subject to the Performance Schedule during the Performance Period provided in this Agreement and the number of RSUs earned at the end of the Performance Period will be reduced proportionate to the number of months rounded to the nearest whole month the Participant was actively employed during the Performance Period. In the event of the death or Disability of the Participant prior to the end of the Vesting Period any RSUs

earned by the Participant will vest at the later of the end of the Performance Period or the Participant’s death or Disability.

9.

Noncompetition, Nonsolicitation and Business Protection.

1.

In view of Participant’s importance to the success of MBT, Participant and MBT agree that MBT would likely suffer significant harm from Participant’s competing with MBT or a Subsidiary during Participant’s term of employment with MBT or a Subsidiary and for some period of time thereafter. Accordingly, Participant agrees that Participant shall not engage in competitive activities while employed by MBT or a Subsidiar