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EXHIBIT 2
MERGER AGREEMENT
This MERGER AGREEMENT (hereinafter called the "Agreement") dated as of
March 1, 2000 between Monroe Bank & Trust, Monroe, Michigan (hereinafter
sometimes called the "Bank") and Monroe Interim Bank (IN ORGANIZATION)
(hereinafter called the "New Bank") joined in by MBT Financial Corp.
(hereinafter called the "Corporation"), as the parent corporation of New Bank.
WITNESSETH:
WHEREAS, Monroe Bank & Trust and the New Bank are each state banking
corporations duly organized under the laws of the State of Michigan, each with
its principal office in the City of Monroe, County of Monroe, State of Michigan.
Monroe Bank & Trust is a banking corporation engaged in the business of banking.
The New Bank is a banking corporation which is not engaged in the business of
banking and will not be engaged in the business of banking prior to the merger
as provided herein.
WHEREAS, as of December 31, 1999, the capital funds of Monroe Bank &
Trust consisted of capital stock of $31,250,000, divided into 10,000,000 shares
of common stock of a par value of $3.125 per share, and 2,000 shares of
preferred stock of a par value of $100 per share, surplus of $31,250,000, and
undivided profits, including capital reserves, of $78,315,956, for total equity
capital of $141,015,956, excluding $1,368,464 of unrealized loss on securities.
WHEREAS, New Bank will have capital stock of $3,125, divided into 1,000
shares of common stock of the par value of $3.125 per share, for total capital
funds of $3,125.
WHEREAS, all of the shares of Monroe Bank & Trust and the New Bank
outstanding immediately prior to the merger of New Bank into Bank (the "Merger")
will, as a result of the Merger be owned by the Corporation immediately
following the Merger, and, as a result of and
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in connection with the Merger all of the 1,000 shares of New Bank will be
retired and canceled by the Corporation immediately subsequent to the Merger.
WHEREAS, Corporation is a for-profit corporation duly organized under
the laws of the State of Michigan and has its registered office in the City of
Monroe, County of Monroe, State of Michigan.
WHEREAS, from and after the time the Merger becomes effective, and as
and when required by the provisions of this Agreement, the Corporation will
issue shares of its common stock as hereinafter provided.
WHEREAS, a majority of the Board of Directors of Monroe Bank & Trust
and a majority of the Board of Directors of the New Bank, respectively, approved
this Agreement and authorized its execution, and a majority of the Board of
Directors of the Corporation has approved this Agreement, undertaken that the
Corporation shall join in and be bound by it, and authorized the undertaking
hereinafter made by the Corporation.
NOW, THEREFORE, in consideration of the premises, covenants and
conditions contained herein, Monroe Bank & Trust and the New Bank hereby enter
into this Agreement and prescribe the terms and conditions set forth herein.
Section 1. The New Bank shall be merged into and under the Charter of
Monroe Bank & Trust pursuant to the provisions of and with the effect provided
by Michigan law.
Section 2. Upon the Merger becoming effective, the name of Monroe Bank
& Trust (hereinafter called the "Resulting Bank" whenever reference is made to
it as of the time of Merger or thereafter) shall be "Monroe Bank & Trust," and
its Articles of Incorporation and Bylaws shall be the Articles of Incorporation
and Bylaws of the Resulting Bank upon the effective date of the Merger. The
principal office of the Resulting Bank shall be the currently existing principal
office of Monroe Bank & Trust.
Section 3. Upon the Merger becoming effective, the corporate existence
of Monroe Bank & Trust and the New Bank shall be merged into and continued in
the Resulting Bank, and the Resulting Bank shall be deemed to be the same
corporation as Monroe Bank & Trust and the
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New Bank combined, possessing all the rights, interests, privileges, powers and
franchises and being subject to all restrictions, liabilities and duties of
each. All and each of the rights, interests, privileges and franchises of Monroe
Bank & Trust and New Bank and all property, real, personal and mixed, and all
debts due to Monroe Bank & Trust and New Bank on whatever account, shall be
transferred to and vested in the Resulting Bank without any deed or other
transfer and without any order or other action on the part of any court or
otherwise; and, all property, rights, privileges, powers, franchises and
interests and each and every other interest of Monroe Bank & Trust or New Bank
shall be thereafter the property of the Resulting Bank. The Resulting Bank, by
virtue of the Merger, and without any order or other action on the part of any
court or otherwise, shall hold and enjoy the same and all rights of property,
franchises and interests, including appointments, designations and nominations
and all other rights and interests as trustee, executor, administrator,
registrar of stocks and bonds, guardian of estates, assignee, receiver, guardian
of mentally incompetent persons and in every other fiduciary capacity, in the
same manner and to the same extent as such rights, franchises and interests were
held or enjoyed by Monroe Bank & Trust and New Bank immediately prior to the
Merger of Monroe Bank & Trust and the New Bank.
Section 4. Upon the Merger becoming effective, the Resulting Bank shall
be liable for all deposits, debts, liabilities, obligations and contracts of
Monroe Bank & Trust and of the New Bank, respectively, matured or unmatured,
whether accrued, absolute, contingent or otherwise; and whether or not reflected
or reserved against on balance sheets, books of account, or records of Monroe
Bank & Trust or the New Bank, as the case may be; and all such deposits, debts,
liabilities, obligations and contracts shall be those of the Resulting Bank, and
shall not be released or impaired by the Merger; and all rights of creditors and
other obligees and all liens on property of either Monroe Bank & Trust or the
New Bank shall be preserved unimpaired.
Section 5. Upon the Merger becoming effective:
(a) The shareholders of Monroe Bank & Trust of record at the time
the Merger becomes effective shall be allocated and entitled
to receive common shares of the
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Corporation, without par value, at the rate of two (2) such
shares of the Corporation for each one (1) share of the common
stock of Monroe Bank & Trust.
(b) Each share of the common stock of Monroe Bank & Trust shall be
exchanged for two (2) common shares of the Corporation, and
outstanding certificates representing shares of the common
stock of Monroe Bank & Trust so exchanged shall thereafter be
owned by the Corporation; such Bank stock certificates may be
exchanged by the holders thereof after the Merger becomes
effective for the new certificates for the appropriate number
of shares bearing the name of the Corporation.
(c) The amount and number of shares of capital stock of Monroe
Bank & Trust outstanding immediately before the Merger
becomes effective (specifically, $31,250,000, divided into
10,000,000 shares of common stock of a par value of $3.125
each, such figures being adjusted to reflect all increases,
if any, in the capital stock of Monroe Bank & Trust between
the date hereof and immediately prior to the Merger) shall
be increased in the amount and the number of shares of the
capital stock of the New Bank outstanding immediately before
the Merger becomes effective (specifically, $3,125, divided
into 1,000 shares of the par value of $3.125 each). Upon the
effective date of the Merger, the capital stock of the New
Bank will be retired and canceled.
(d) Upon and by reason of the Merger becoming effective, stock
shall be allocated as follows:
(i) To shareholders of Monroe Bank & Trust of record at
the time the Merger becomes effective there shall be
allocated two (2) common shares of the Corporation
for each one (1) share of common stock of Monroe Bank
& Trust held of record at the time of the Merger; and
(ii) To the Corporation there shall be allocated the
amount and the number of shares of capital stock of
the Resulting Bank of the par value of $3.125 each,
which shall be equal to the amount and the number of
shares of
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capital stock of Monroe Bank & Trust outstanding
immediately before the Merger.
(e) No dividend, except if and to the extent permitted by the
Board of Directors of the Corporation payable by the
Corporation as of any date subsequent to the date the Merger
becomes effective, shall be payable to any holder of shares of
the Corporation evidenced by any certificate for stock of
Monroe Bank & Trust outstanding on the effective date of the
Merger, unless and until such outstanding certificate for Bank
stock shall have been surrendered to the Corporation in
exchange for a certificate or certificates evidencing shares
of the common stock of the Corporation. Upon the surrender of
any such Bank certificate for a new certificate or
certificates evidencing common shares of the Corporation,
there shall be paid to the holder of the certificate the
amount of dividends payable by the Corporation as of a date
subsequent to the effective date of the Merger and not
theretofore paid on such shares of its common stock.
Section 6. Any employee benefit plan of Bank shall not be terminated
upon consummation of the Merger but shall continue thereafter as the plan of the
Resulting Bank. The parties hereto may enter into a succession agreement
relating to such plans to reflect such continuation, to adapt such plans to the
corporate structure existing from and after the Merger becomes effective, and to
make provisions for the employees of the Corporation to participate therein, all
in such manner as the Boards of Directors of the respective parties may deem
necessary or desirable.
Section 7. The Board of Directors of the Resulting Bank, upon the
Merger becoming effective, shall consist of all persons who are directors of
Monroe Bank & Trust immediately before the Merger becomes effective.
Section 8. This Agreement shall be submitted to the shareholders of
Monroe Bank & Trust and the New Bank for ratification and confirmation at
meetings to be called and held in accordance with the applicable provisions of
law and the respective Articles of Incorporation and Bylaws of Monroe Bank &
Trust and the New Bank. Monroe Bank & Trust and the New Bank
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shall proceed expeditiously and cooperate fully in the procurement of any other
consents and approvals and in the taking of any other action, and the
satisfaction of all other requirements prescribed by law or otherwise, necessary
for consummation of the Merger.
Section 9. Shareholders of Monroe Bank & Trust shall have the right to
dissent from the Merger as provided by law.
Section 10. Effectuation of the Merger herein provided is conditioned
upon the following:
(a) Ratification and confirmation of this Agreement by vote of the
shareholders of Monroe Bank & Trust and the New Bank, as
required by law; and
(b) Procurement of the consent of the Michigan Financial
Institutions Bureau, the Board of Governors of the Federal
Reserve, The Federal Deposit Insurance Corporation and all
other necessary consents and approvals, and satisfaction of
all other requirements prescribed by law which are necessary
for consummation of the Merger.
Section 11. This Agreement may be terminated at any time before the
Merger becomes effective, upon the written election of either Monroe Bank &
Trust or the New Bank.
Upon termination by written election, this Agreement shall be void and
of no further effect, and there shall be no liability by reason of this
Agreement or the termination thereof on the part of any of Monroe Bank & Trust,
the New Bank, the Corporation or the directors, officers, employees, agents or
shareholders of any of them.
Section 12. Subject to the terms of this Agreement and upon
satisfaction of all requirements of law and the conditions specified in this
Agreement, the Merger shall become effective upon the filing of a certified copy
of this Agreement with the Michigan Department of Consumer and Industry
Services, Financial Institutions Bureau.
Section 13. Monroe Bank & Trust shall obtain agreements in the form set
forth as Exhibit A attached hereto, executed by each person who is identified as
an "affiliate" (as such term is defined in Rule 144 under the Securities Act of
1933) of Monroe Bank & Trust.
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Section 14.
(a) Any of the terms or conditions of this Agreement may be waived
at any time by any party hereto, by action of its Board of
Directors, evidenced by a certificate signed by its President
or other duly authorized person.
(b) To the extent permitted by law, this Agreement may be amended
or supplemented at any time, whether before or after the vote
of shareholders of Monroe Bank & Trust or New Bank, by written
amendment authorized by the Boards of Directors of each party.
(c) This Agreement and the instruments referred to herein
constitute the entire contract among the parties and supersede
all other understandings with respect to the subject matter
hereof.
(d) This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which
together shall be deemed one and the same Agreement, and shall
become binding on the parties hereto when one or more
counterparts have been signed by each of the parties and
delivered to the other parties.
(e) Any notices or other communications required or permitted
hereunder shall be sufficiently given if hand delivered or
sent by registered mail or certified mail, postage prepaid,
addressed, if to Corporation, Interim Bank, or the Bank, to
Ronald D. LaBeau, 102 East Front Street, Monroe, Michigan
48161 or such other address as shall be furnished in writing
by any party, and any such notice or communication shall be
deemed to have been given as of the date so mailed (except
that a notice of change of address shall not be deemed to have
been given until received by the addressee).
(f) This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.
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(g) The descriptive headings of the several articles, sections and
paragraphs of this Agreement are inserted for convenience only
and do not constitute a part of this Agreement.
IN WITNESS WHEREOF, the Corporation, Monroe Bank & Trust and the New Bank
have caused this Merger Agreement to be executed in counterpart by their duly
authorized officers and their corporate seals to be hereunto affixed as of the
date first above written.
MONROE BANK & TRUST
By: /s/ Ronald D. LaBeau By: /s/ Thomas J. Bruck
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Ronald D. LaBeau, President Thomas J. Bruck, Cashier
MONROE INTERIM BANK
By: /s/ Ronald D. LaBeau By: /s/ Thomas J. Bruck
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Ronald D. LaBeau, President Thomas J. Bruck, Secretary
MBT Financial Corp.
By: /s/ Ronald D. LaBeau By: Thomas J. Bruck
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Ronald D. LaBeau, President Thomas J. Bruck, Secretary
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