<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
IBT Bancorp Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IBT Bancorp Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
IBT BANCORP, INC.
200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 1997
Notice is hereby given that the Annual Meeting of Shareholders of IBT Bancorp,
Inc. will be held on Wednesday, April 23, 1997 at 7:00 p.m. Eastern Standard
Time, at The Embers Restaurant, 1217 South Mission, Mount Pleasant, Michigan.
The meeting is for the purpose of considering and acting upon the following:
1. The election of four directors.
2. Such other business as may properly come before the meeting, or
any adjournment or adjournments thereof.
The Board of Directors has fixed March 29, 1997 as the record date for
determination of shareholders entitled to notice of, and to vote at, the
meeting or any adjournments thereof.
Your vote is important. Even if you plan to attend the meeting, please date
and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon, and return it promptly in the enclosed envelope.
Note that if stock is held in more than one name, all parties should sign the
proxy form.
By order of the Board of Directors
Mary Ann Breuer, Secretary
Dated: April 2, 1997
<PAGE> 3
IBT BANCORP, INC.
200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IBT Bancorp, Inc. (the Corporation) a
Michigan bank holding company, to be voted at the Annual Meeting of
Shareholders of the Corporation to be held on Wednesday, April 23, 1997 at 7:00
p.m. at The Embers Restaurant located at 1217 South Mission, Mount Pleasant,
Michigan, or at any adjournment or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders and in this
Proxy Statement.
This Proxy Statement has been mailed on April 2, 1997 to all holders of record
of common stock as of the record date.
VOTING AT THE MEETING
The Board of Directors of the Corporation has fixed the close of business on
March 29, 1997 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting of Shareholders and
any adjournment thereof. The Corporation has only one class of common stock
and no preferred stock. There are currently 783,921 shares of common stock of
the Corporation outstanding. Each outstanding share entitles the holder
thereof to one vote on each separate matter presented for vote at the meeting.
If the enclosed proxy is executed and returned, it may be revoked at any time
before it is exercised at the meeting. All shareholders are encouraged to date
and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon, and return it to the Corporation.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with the directors in
each class being elected for a term of three years or such shorter term
designated by the Board of Directors so as to insure that all three classes are
nearly equal in number as possible, and until successors are duly elected and
qualified. At the Annual Meeting of Shareholders, three directors will be
elected for terms ending with the annual meeting of shareholders in 2000, and
one director will be elected for a term ending with the annual meeting of
shareholders in 1998.
Except as otherwise specified in the proxy, proxies will be voted for election
of the four nominees named below. If a nominee becomes unable or unwilling to
serve, proxies will be
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<PAGE> 4
voted for such other person, if any, as shall be designated by the Board of
Directors. However, the Corporation's management now knows of no reason to
anticipate that this will occur. Directors are elected by a plurality of the
votes cast, whether in person or by proxy, by holders of the Corporation's
common stock at the Annual Meeting of Shareholders, provided a quorum (a
majority of the shares entitled to be voted at the Annual Meeting of
Shareholders) is present or represented. Thus, the four nominees for election
as directors who receive the greatest number of votes cast will be elected
directors. Consequently, shares not voted, whether by withholding of authority
or otherwise, have no effect on the election of directors. Nevertheless, if a
proxy is returned for such shares or they are represented in person at the
Annual Meeting of Shareholders, they will be counted toward the establishment
of a quorum.
Nominees for reelection and other current directors are listed below. Also
shown for each nominee and each other current director is his principal
occupation for the last five or more years, age and length of service as a
director of the Corporation and the Bank.
DIRECTOR NOMINEES
TERM ENDING 1998
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ----------------------------- --- ----------- ----------------
<S> <C> <C> <C>
James C. Fabiano 53 1988 1979
President and CEO, Fabiano
Brothers Inc. (Beverage Distributor)
</TABLE>
TERM ENDING 2000
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ------------------------------ --- ----------- ---------------
<S> <C> <C> <C>
James Bigard 67 1988 1983
Vice President, James Bigard
Drilling Company
Frederick L. Bradford 62 1988 1974
Dentist
Dean Walldorff 63 1988 1982
Owner, Watercare Systems
</TABLE>
2
<PAGE> 5
DIRECTORS NOT STANDING FOR ELECTION WHOSE TERMS END IN 1998
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ----------------------------- --- ----------- ---------------
<S> <C> <C> <C>
David W. Hole 59 1989 1989
President and CEO,
IBT Bancorp and Isabella
Bank and Trust
L. A. Johns 68 1988 1961
Chairman, IBT Bancorp
</TABLE>
DIRECTORS NOT STANDING FOR ELECTION WHOSE TERMS END IN 1999
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ----------------------------- --- ----------- ---------------
<S> <C> <C> <C>
Gerald D. Cassel 62 1988 1980
Certified Public Accountant
Ronald E. Schumacher 59 1988 1984
Partner, A. Schumacher Sons (Farm)
Robert O. Smith 65 1988 1982
Vice President, Isabella Bank
and Trust (Retired)
</TABLE>
Each of the directors has been engaged in their stated occupations for more
than five years except L. A. Johns, who retired as President and CEO of the
Corporation as of December 31, 1993. The principal occupation of David W. Hole
is with the subsidiary bank (the Bank) of the Corporation. All officers of the
Corporation serve at the pleasure of the Board of Directors.
DIRECTORS
The Corporation has delegated the responsibilities of the Audit and
Compensation Committees to the Bank.
The Audit Committee of the Bank met nine times during 1996. The Committee is
comprised of Directors Cassel, Fabiano, McFarlane, Schumacher, and Smith. This
Committee is responsible for the recommendation of an independent accounting
firm to be
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<PAGE> 6
engaged for external audits, reviewing with the external auditors the plan and
results of the external audit, the establishment and supervision of internal
auditing procedures, reviewing the degree of independence of the auditors and
reviewing the adequacy of internal controls.
The Compensation Committee of the Bank met two times during 1996. The
Committee is comprised of Directors Cassel, Caul, Hole, McFarlane, and
Walldorff. This Committee is responsible for reviewing the Bank's salaries and
benefits, recommending the annual salaries to be paid to all officers, and
reviewing the written personnel policies. Following review and approval by the
Compensation Committee, all issues pertaining to officer and executive
compensation are submitted to the full Board of Directors of the Bank for
approval.
The Board of Directors of the Corporation met eight times during 1996. All
incumbent directors attended 75% or more of the meetings held in 1996.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1996 were Directors Cassel,
Caul, Hole, McFarlane, and Walldorff. Mr. Hole is the chief executive officer
of the Corporation and the Bank. Mr. Hole does not participate in any of the
procedures which pertain to his compensation or other related matters and is
excused from the meetings at such times.
EXECUTIVE COMPENSATION
The following table sets forth the annual cash compensation and other annual
compensation for the Corporation's President and CEO. There were no other
executive officers of the Corporation whose annual cash compensation exceeded
$100,000 for the period indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
All Other
Name and Principal Position Year Salary Compensation (1)
- --------------------------- ---- ------ ----------------
<S> <C> <C> <C>
David W. Hole, President and CEO 1996 $120,000 $18,089
of IBT Bancorp and 1995 $110,000 16,940
Isabella Bank and Trust 1994 $100,000 18,157
</TABLE>
(1) The amount shown represents contributions by the Bank under the Bank's
Employee Stock Ownership Plan ($2,578, $2,832, and $5,549 in 1996, 1995,
and 1994 respectively) in which substantially all employees of the Bank
participate, expenses related to a nonqualified supplemental retirement
plan ($8,361, $6,683, and $4,633 in 1996, 1995, and 1994 respectively),
and directors' fees deferred under the Directors' Deferred Compensation
Plan ($7,150, $7,425, and $7,975 in 1996, 1995 and 1994 respectively).
4
<PAGE> 7
THE DEFINED BENEFIT PENSION PLAN
The Corporation sponsors a defined benefit pension plan. This plan was
originally adopted in 1973 and was substantially revised in 1989. Only
employees who have attained the age of 21 and who have worked more than 1000
hours in the current plan year participate.
Annual contributions are made to the plan as required by accepted actuarial
principles, applicable federal tax law, and expenses of operating and
maintaining the plan. The amount of contributions on behalf of any one
participant cannot be separately or individually computed.
Pension plan benefits are based on an average of a participant's five highest
years of compensation. A participant may earn a benefit for up to 35 years of
accredited service. Earned benefits are 100 percent vested after five years of
service. Benefit payments normally start when a participant reaches age 65. A
participant with more than five years of service may elect to take early
retirement benefits anytime after reaching age 55. Benefits payable under
early retirement are reduced actuarially for each month prior to age 65 in
which benefits begin.
The following table indicates estimated annual benefits payable upon normal
retirement for various compensation levels and years of service. Additional
benefits may be earned due to integration of social security benefits. The
amounts that may be earned are undeterminable until retirement.
<TABLE>
<CAPTION>
Five Year
Average Years of Accredited Service
of Highest
Compensation 5 15 25 35
------------ ----- --------- --------- ---------
<S> <C> <C> <C> <C>
$ 20,000 $ 900 $ 2,700 $ 4,500 $ 6,300
50,000 2,250 6,750 11,250 15,750
75,000 3,375 10,125 16,875 23,625
100,000 4,500 13,500 22,500 31,500
125,000 5,625 16,875 28,125 39,375
150,000 6,750 20,250 33,750 47,750
200,000 7,875 23,625 39,375 56,125
</TABLE>
The amounts calculated under the plan's benefit formula assume a monthly
payment for life. A married participant will generally receive an actuarially
reduced monthly payment because the participant's surviving spouse will also
receive monthly payments for life after the participant's death. As of
December 31, 1996, David W. Hole had 37 years of credited service under the
plan.
5
<PAGE> 8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for the establishment and
administration of all significant compensation programs, including those
covering executive officers. All employees of the Corporation are also
employees of the Corporation's subsidiary, Isabella Bank and Trust (the
"Bank"). The Corporation has delegated the responsibilities of the
Compensation Committee to the Bank.
The Committee's approach to determining the annual salary of executive officers
is to offer competitive salaries in comparison with market practices. The
committee utilizes regional and national compensation surveys which provide
salary ranges for banks of similar size. Based on these surveys, the Bank
establishes salary ranges for all job classifications. Factors used to decide
where an executive officer salary should be within the established range
include the Corporation's historical financial performance, financial
performance outlook, years of service, and job performance. David W. Hole was
appointed President and CEO on January 1, 1994. The salary paid to Mr. Hole in
1994 and 1995 was in the bottom 25th percentile and the 25th to 50th percentile
in 1996 of the comparison group. The Committee's primary consideration in
where Mr. Hole's salary fits within the defined range was his years of service
as President and CEO and the Corporation exceeding its financial performance
goals.
Respectfully submitted,
Gerald D. Cassel, Chairman
Sandra L. Caul
David W. Hole
Douglas D. McFarlane
Dean E. Walldorff
REMUNERATION OF DIRECTORS
The Corporation paid $150 per meeting to its directors during 1996. Directors
of the Bank are paid $275 per board meeting and $150 per committee meeting they
attend. Directors who are officers of the Bank are not paid for attendance at
committee meetings.
The Bank sponsors a deferred compensation plan for directors (the Directors'
Plan). The Directors' Plan was adopted in 1984 and was substantially revised
in 1989. In December 1995, the Corporation's Board of Directors voted to
completely amend and restate the Directors' Plan effective January 1, 1996.
Under the restated Directors' Plan, deferred directors' fees are converted on a
quarterly basis into stock units of the Corporation's common stock. The fees
are converted based on the purchase price for a share of the Corporation's
common stock under the Corporation's Dividend Reinvestment Plan.
6
<PAGE> 9
Pursuant to the terms of the Directors' Plan, directors of the Bank are
required to defer at least 25% of their earned board and committee fees. The
amount deferred under the terms of the plan in 1996 was $104,000, resulting in
2,438 stock units being credited to participant's accounts. As of December 31,
1996, there were 21,021 stock units credited to participant's accounts. Stock
units credited to a participant's account are eligible for cash and stock
dividends as payable. All amounts deferred are unsecured claims against the
Bank's general assets. The net cost of this benefit to the Bank was $31,700 in
1996.
Distribution from the Directors' Plan occurs when the participant terminates
service with the Bank and/or attains age 65. Distributions may take the form
of shares of Corporation common stock equal to the number of stock units
credited to the participant's account, cash equal to the value of the stock
units on the date of distribution, or a combination of stock and cash. Any
Corporation common stock issued under the Directors' Plan will be considered
restricted stock under the Securities Act of 1933, as amended.
INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT
Certain directors and officers of the Corporation and members of their families
were loan customers of the Bank, or have been directors or officers of
corporations, or partners of partnerships which have had transactions with the
Bank. In management's opinion, all such transactions are made in the ordinary
course of business and are essentially on the same terms, including collateral
and interest rates, as those prevailing at the same time for similar
transactions with other customers. These transactions do not involve more than
a normal credit risk. Total loans to these customers were $5,400,000 as of
December 31, 1996.
STOCK PERFORMANCE
The graph on the following page compares the cumulative total shareholder
return on Corporation Common Stock to the Standard & Poor's 500 Stock Index and
the KBW 50 Index over a five year period ended December 31, 1996. The Standard
& Poor's 500 Stock Index is a broad equity market index published by Standard &
Poor's. The KBW 50 Index is a market capitalization weighted bank stock index
published by Keefe, Bruyette & Woods, Inc., an investment banking firm which
specializes in the banking industry. The KBW 50 Index is composed of 50 money
center and regional bank holding companies, including 8 of the 16 regional bank
holding companies in the peer group used by Corporation for compensation
purposes. The graph assumes the value of an investment in the Corporation and
each index was $100 at January 1, 1992 and all dividends are reinvested.
7
<PAGE> 10
STOCK PERFORMANCE
FIVE-YEAR TOTAL RETURN
The dollar values for total shareholder return plotted in the graph above are
shown in the table below:
Comparison of Five Year Cumulative
Among IBT Bancorp, S&P 500 Index
and KBW 50 Index
<TABLE>
<CAPTION>
S&P 500 KBW 50
Year IBT Bancorp Index Index
<S> <C> <C> <C>
01/01/92 100.0 100.0 100.0
12/31/92 121.0 107.6 127.4
12/31/93 139.8 118.5 134.5
12/31/94 163.2 120.0 127.6
12/31/95 185.5 165.5 204.4
12/31/96 229.9 203.0 289.1
</TABLE>
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<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 15, 1997 as to the
common stock of the Corporation owned of record or beneficially by any person
who is known to the Corporation to be the beneficial owner of more than 5% of
the common stock of the Corporation.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
--------------------------------------------
Sole Voting Shared Voting Percentage of
Name and address of and Investment and Investment Common Stock
Beneficial Owner Powers Powers Outstanding
- ----------------------- ----------------- ------------------ -------------
<S> <C> <C> <C>
Isabella Bank and Trust 49,034 6.25%
Agent for Trustees of IBT
Bancorp Employees Stock
Ownership Plan
200 E. Broadway
Mt. Pleasant, MI
James J. McGuirk 42,848 5.47%
P.O. Box 222
Mt. Pleasant, MI
</TABLE>
The following table sets forth certain information as of March 15, 1997 as to
the common stock of the Corporation owned beneficially by each director and by
all directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
------------------------------------
Sole Voting Shared Voting Percentage of
Name and address of and Investment and Investment Common Stock
Owner Powers Powers Outstanding
- --------------------- ----------------- ---------------- ---------------
<S> <C> <C> <C>
James Bigard 1,275 0.16%
Frederick L. Bradford 8,275 7,706 2.03%
Gerald D. Cassel* 1,501 0.19%
James C. Fabiano 34,097 4.34%
David W. Hole* 2,369 784 0.40%
L. A. Johns 2,520 4,441 0.89%
Ronald Schumacher 6,608 0.84%
Robert O. Smith 842 2,591 0.44%
Dean Walldorff 3,335 0.42%
All Directors and Executive
Officers as a Group 53,336 26,606 10.20%
</TABLE>
*Trustees of the ESOP who vote ESOP stock.
9
<PAGE> 12
AS TO OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING
Management of the Corporation does not intend to bring any other business
before the meeting for action. However, if any other business should be
presented for action, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their judgment on such business.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors appointed Rehmann Robson, P.C. as independent auditors
for the Corporation for the year ending December 31, 1996. Rehmann Robson,
P.C. has also been appointed to serve as the Corporation's independent auditors
for the year ending December 31, 1997.
Andrews, Hooper & Pavlik, P.L.C. performed audits of the Corporation's
financial statements for the years ended December 31, 1995 and 1994. Their
reports did not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. On May 14, 1996, the Corporation appointed the firm of Rehmann
Robson, P.C. as independent certified accountants for the Corporation. The
change of independent certified accountants was approved by the Corporation's
Board of Directors and its Audit Committee.
During the two years ended December 31, 1995 and from December 31, 1995 through
the effective date of the Andrews, Hooper & Pavlik, P.L.C. termination, there
have been no disagreements between the Corporation and Andrews, Hooper &
Pavlik, P.L.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements would
have caused Andrews, Hooper & Pavlik, P.L.C. to make reference to the subject
matter of such disagreements in connection with their report.
During the two years ended December 31, 1995 and from December 31, 1995 until
the effective date of Andrews, Hooper & Pavlik, P.L.C.'s dismissal, Andrews,
Hooper & Pavlik, P.L.C. did not advise the Corporation with respect to any of
the "reportable events" described in Item 304(a)(1)(v) of Regulation S-K.
Andrews, Hooper & Pavlik, P.L.C. furnished a letter to the Securities and
Exchange Commission dated May 30, 1996 stating that they agree with the above
statements.
During the two years ended December 31, 1995 and December 31, 1995 through the
effective date of the termination of Andrews, Hooper & Pavlik, P.L.C. neither
the Corporation nor anyone on its behalf had consulted Rehmann Robson, P.C.
with respect to any accounting or auditing issues involving the Corporation
other than discussion with regard to the engagement. In particular, there were
no discussions with the Corporation
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<PAGE> 13
regarding the application of accounting principles to a specific transaction,
the type of audit opinion that might be rendered on the financial statements or
any related item.
A representative of Rehmann Robson, P.C., is expected to be present at the
Annual Meeting of Shareholders to respond to appropriate questions from
shareholders and to make any comments they believe appropriate.
SHAREHOLDER PROPOSALS
Any proposals which shareholders of the Corporation intend to present at the
next annual meeting of the Corporation must be received before December 3, 1997
for inclusion in the Corporation's proxy statement and proxy form for that
meeting.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
directors and certain officers and persons who own more than ten percent of the
Corporation's common stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of the Corporation's common stock. These
officers, directors, and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of these reports.
To the Corporation's knowledge, based solely on review of the copies of such
reports furnished to the Corporation, during the fiscal year ended December 31,
1996 all Section 16(a) filing requirements were satisfied, with respect to the
applicable officers, directors, and greater than 10 percent beneficial owners.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Corporation. In addition
to solicitation by mail, officers and other employees of the Corporation may
solicit proxies by telephone or in person, without compensation other than
their regular compensation.
By order of the Board of Director
Mary Ann Breuer, Secretary
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<PAGE> 14
IBT BANCORP PROXY
200 East Broadway
Mt. Pleasant, MI 48858
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gerald D. Cassel, Ronald E. Schumacher, and
Robert O. Smith as Proxies, each with the power to appoint his/her substitute,
and hereby authorizes them to represent and to vote as designated below, all
the shares of Common Stock of IBT Bancorp held of record by the undersigned on
March 29, 1997 at the annual meeting of shareholders to be held April 23, 1997
or any adjournments thereof.
1) ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE
EXCEPT AS MARKED TO THE FOR ALL NOMINEES LISTED
CONTRARY BELOW
(INSTRUCTION: To withhold authority to vote for any individual
nominee, circle the nominee's name in the list below.)
James R. Bigard
Frederick L. Bradford
James C. Fabiano
Dean E. Walldorff
<PAGE> 15
2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED TO ELECT ALL NOMINEES.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:__________________________, 1997 ________________________________
Please mark, sign, date and return Signature
Proxy card promptly using the
enclosed envelope. ________________________________
Signature (if held jointly)
