<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)
- -------------------------------------------------------------------------------
(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.
(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 May 5, 1998
Notice is hereby given that the Annual Meeting of Shareholders of IBT Bancorp,
Inc. will be held on Tuesday, May 5, 1998 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 three directors.
2. Such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
The Board of Directors has fixed April 1, 1998 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 6, 1998
<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 Tuesday, May 5, 1998 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 6, 1998 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
April 1, 1998 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 871,800 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. At the Annual Meeting of
Shareholders, three directors will be elected for terms ending with the annual
meeting of shareholders in 2001.
Except as otherwise specified in the proxy, proxies will be voted for election
of the three nominees named below. If a nominee becomes unable or unwilling to
serve, proxies will be 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,
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<PAGE> 4
provided a quorum (a majority of the shares entitled to be voted at the Annual
Meeting of Shareholders) is present or represented. Thus, the three 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 2001
<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 54 1988 1979
President and CEO, Fabiano
Brothers Inc. (Beverage Distributor)
David W. Hole 60 1989 1989
President and CEO,
IBT Bancorp and Isabella
Bank and Trust
L. A. Johns 69 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 63 1988 1980
Certified Public Accountant
Ronald E. Schumacher 60 1988 1984
Partner, A. Schumacher Sons (Farm)
Robert O. Smith 66 1988 1982
Vice President, Isabella Bank
and Trust (Retired)
</TABLE>
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<PAGE> 5
DIRECTORS NOT STANDING FOR ELECTION WHOSE TERMS END IN 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 68 1988 1983
Vice President, James Bigard
Drilling Company
Frederick L. Bradford 63 1988 1974
Dentist
Dean Walldorff 64 1988 1982
Owner, Watercare Systems
</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 four times during 1997. The Committee is
comprised of Directors Bradford, Cassel, Fabiano, Schumacher, and Smith. This
Committee is responsible for the recommendation of an independent accounting
firm to be 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 1997. The Committee
is comprised of Directors Bigard, Cassel, Caul, Hole, and Walldorff. This
Committee is responsible for reviewing the Bank's salaries and benefits,
recommending the annual salaries to be paid to non executive employees, and
reviewing the written personnel policies. The Bank's Board of Directors is
responsible for establishing the salaries of executive officers and approving
the recommendations of the Compensation Committee pertaining to all other
compensation and policy matters.
The Corporation has a standing Nominating Committee. The Committee consists
of directors Bradford, Smith and Walldorff. Shareholders who wish to recommend
nominees
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<PAGE> 6
should submit their nominations in writing to the Secretary of the Corporation.
Recommendations should be delivered no later than December 7, 1998.
The Board of Directors of the Corporation met six times during 1997. All
incumbent directors attended 75% or more of the meetings held in 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 1997 were Directors
Bigard, Cassel, Caul, Hole, 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 1997 $133,000 $19,190
of IBT Bancorp and 1996 $120,000 18,089
Isabella Bank and Trust 1995 $110,000 16,940
</TABLE>
(1) The amount shown represents contributions by the Bank under the Bank's
Employee Stock Ownership Plan ($2,860, $2,578, and $2,832 in 1997,
1996, and 1995 respectively) in which substantially all employees of
the Bank participate, expenses related to a nonqualified supplemental
retirement plan ($8,355, $8,361, and $6,683 in 1997, 1996, and 1995
respectively), and directors' fees deferred under the Directors'
Deferred Compensation Plan ($7,975, $7,150, and $7,425 in 1997, 1996
and 1995 respectively).
The Corporation generally maintains a conservative level of perquisites and
personal benefits. The dollar value of perquisites and personal benefits
provided to the named executive officer does not exceed 10% of their annual
compensation.
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.
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<PAGE> 7
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,
1997, David W. Hole had 38 years of credited service under the plan.
REPORT ON EXECUTIVE COMPENSATION
All executive officers of the Corporation are also officers of Isabella Bank and
Trust (the "Bank"). Their service as officers of the Corporation is incidental
to their primary service as an officer of the Bank. The executive officers of
the Corporation, except for those who are entitled to director fees, receive no
compensation directly from the Corporation. The Corporation has delegated the
authority and responsibility for the setting of employee
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<PAGE> 8
compensation to the Board of Directors of the Bank. The compensation committee
of the Bank is responsible for recommending all significant benefit plans and
non executive employee compensation to the Board of Directors.
The Board of Directors of the Bank is responsible for determining the annual
compensation of executive officers. The Board's approach to determining the
annual salary of executive officers is to offer competitive salaries in
comparison with market practices. The Board utilizes regional and national
compensation surveys which provide salary ranges for banks of similar size.
Based on these surveys, the Board establishes salary ranges for all job
classifications. Factors used to decide where an executive officer salary should
be within the established range include the historical financial performance,
financial performance outlook, years of service, and job performance. The salary
paid to Mr. Hole in 1995 was in the bottom 25th percentile and the 25th to 50th
percentile in 1997 and 1996 of the comparison group. The Board'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,
James R. Bigard L. A. Johns
Frederick L. Bradford Douglas D. McFarlane
Gerald D. Cassel Ronald E. Schumacher
Sandra L. Caul Robert O. Smith
James C. Fabiano William J. Strickler
David W. Hole Dean E. Walldorff
REMUNERATION OF DIRECTORS
The Corporation paid $150 per meeting to its directors during 1997. 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 and 1996. Under the 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.
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 1997 was $109,000, resulting in 2,872
stock units being credited to participant's accounts. As of December 31, 1997,
there were 23,733 stock units credited to participant's accounts. Stock units
credited to a participant's account are eligible for cash and stock
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<PAGE> 9
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 $36,600 in
1997.
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 $7,196,000 as of
December 31, 1997.
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, 1997. 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, 1993 and all dividends are reinvested.
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<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>
01/01/93 100.0 100.0 100.0
12/31/93 115.5 110.1 105.5
12/31/94 134.8 111.5 100.2
12/31/95 153.3 153.4 160.4
12/31/96 189.9 188.7 226.9
12/31/97 264.0 251.6 331.7
</TABLE>
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<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 5, 1998 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 49,056 5.63%
Agent for Trustees of IBT
Bancorp Employees Stock
Ownership Plan
200 E. Broadway
Mt. Pleasant, MI
James J. McGuirk 49,363 5.66%
P.O. Box 222
Mt. Pleasant, MI
</TABLE>
The following table sets forth certain information as of March 5, 1998 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 1,455 0.17%
Frederick L. Bradford 9,273 8,718 2.06%
Gerald D. Cassel* 1,709 0.20%
James C. Fabiano 37,707 4.33%
David W. Hole* 2,670 863 0.41%
L. A. Johns 7,670 0.88%
Ronald Schumacher 7,355 0.84%
Robert O. Smith 925 2,868 0.44%
Dean Walldorff 3,710 0.43%
All Directors and Executive
Officers as a Group 59,641 33,490 10.68%
</TABLE>
*Trustees of the ESOP who vote ESOP stock.
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<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 has reappointed Rehmann Robson, P.C. as independent
auditors of the Corporation for the year ending December 31, 1997. Rehmann
Robson, P.C. has also been appointed to serve as the Corporation's independent
auditors for the year ending December 31, 1998.
Andrews, Hooper & Pavlik, P.L.C. performed audits of the Corporation's financial
statements for the years ended December 31, 1995. 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 7, 1998
to be considered for inclusion in the Corporation's proxy statement and proxy
form for that meeting. Proposals should be made in accordance with Securities
and Exchange Commission Rule 14a-8.
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,
1997 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 James R. Bigard, Frederick L. Bradford, and Dean
E. Walldorff 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 April
1, 1998 at the annual meeting of shareholders to be held May 5, 1998 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 C. Fabiano
David W. Hole
L. A. Johns
<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:__________________________, 1998 ____________________________________
Please mark, sign, date and return Signature
Proxy card promptly using the
enclosed envelope. ____________________________________
Signature (if held jointly)
