Edgar Filing: MACKINAC FINANCIAL CORP /MI/

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[ ] Preliminary Proxy Statement
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RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.14a-12

Mackinac Financial Corp
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(Name of Registrant as Specified In Its Charter)

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SEC 1913 (02-02)

MACKINAC FINANCIAL CORPORATION

130 SOUTH CEDAR STREET
MANISTIQUE, MICHIGAN 49854
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 25, 2005

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Mackinac
Financial Corporation (the "Corporation"), a Michigan corporation, will be held
on Wednesday, May 25, 2005, at 5:00 p.m. at the Comfort Inn, 726 East Lakeshore
Drive, Manistique, Michigan 49854, for the following purposes:

1. To elect two (2) Directors, each to hold office for a three-year term.

2. To transact such other business as may properly come before the annual
meeting, all in accordance with the accompanying proxy statement.

The Board of Directors has fixed April 25, 2005, as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournment of the meeting.

By order of the Board of Directors

/s/ PAUL D. TOBIAS
Paul D. Tobias
Chairman and Chief Executive Officer

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
THE STOCK IS HELD IN MORE THAN ONE NAME, ALL PARTIES MUST SIGN THE PROXY FORM.

Dated: May 3, 2005

MACKINAC FINANCIAL CORPORATION
130 SOUTH CEDAR STREET
MANISTIQUE, MICHIGAN 49854

PROXY STATEMENT

This proxy statement and the enclosed proxy are furnished in connection with the
solicitation of proxies by the Board of Directors of Mackinac Financial
Corporation (the "Corporation"), a Michigan corporation, to be voted at the
Annual Meeting of Shareholders of the Corporation to be held on Wednesday, May
25, 2004, at 5:00 p.m., at the Comfort Inn, 726 East Lakeshore Drive,
Manistique, Michigan 49854, for the purposes set forth in the accompanying
notice and in this proxy statement.

This proxy statement is being mailed on or about May 3, 2005, to all holders of
record of common stock of the Corporation as of the record date. The Board of
Directors of the Corporation has fixed the close of business on April 25, 2005,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournment of the meeting. As of April 25,
2005, 3,428,695 shares of common stock were outstanding. Each outstanding share
will entitle the holder to one vote on each matter presented for vote at the
meeting.

If a proxy in the enclosed form is properly executed and returned to the
Corporation, the shares represented by the proxy will be voted at the meeting
and any adjournment of the meeting. If a shareholder specifies a choice, the
proxy will be voted as specified. If no choice is specified, the shares
represented by the proxy will be voted for the election of all of the nominees
named in the proxy statement and in accordance with the judgment of the persons
named as proxies with respect to any other matter which may come before the
meeting. A proxy may be revoked before exercise by notifying the Chief Executive
Officer of the Corporation in writing or in open meeting, by submitting a proxy
of a later date or attending the meeting and voting in person. All shareholders
are encouraged to date and sign the enclosed proxy, indicate your choice with
respect to the matters to be voted upon, and return it to the Corporation.

Votes cast at the meeting and submitted by proxy are counted by the inspectors
of the meeting, who are appointed by the Corporation. A plurality of the votes
cast at the meeting is required to elect the nominees as Directors of the
Corporation. The two nominees who receive the largest number of affirmative
votes cast at the meeting will be elected as Directors. Shares not voted at the
meeting, whether by broker nonvote, or otherwise, will not be treated as votes
cast at the meeting and will have no effect on the outcome of the voting. An
abstention will have no effect on the voting for Directors.

ELECTION OF DIRECTORS

The Bylaws of the Corporation provide for a Board of Directors consisting of a
minimum of five (5) and a maximum of sixteen (16) members. The Board of
Directors has fixed the number of Directors at seven (7). The Articles of
Incorporation of the Corporation and the Bylaws also provide for the division of
the Board of Directors into three (3) classes of nearly equal size with
staggered three-year terms of office. Two persons have been nominated for
election to the Board, each to serve a three-year term expiring at the 2008
Annual Meeting of Shareholders.

Unless otherwise directed by a shareholder's proxy, the persons named as proxy
holders in the accompanying proxy will vote for Messrs. Bess and Bittner, the
nominees named below. Messrs. Bess and Bittner are currently Directors of the
Corporation, and its subsidiary, mBank (the "Bank"), and a member of the class
of Directors of the Corporation whose term expires at the 2005 Annual Meeting.
In the event that any of the nominees shall become unavailable, which is not
anticipated, the Board of Directors at its discretion may reduce the number of
Directors or designate substitute nominees, in which event the

enclosed proxy will be voted for such substitute nominees. Proxies cannot be
voted for a greater number of persons than the number of nominees named.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS. BESS AND
BITTNER, THE TWO PERSONS NOMINATED BY THE BOARD.

INFORMATION ABOUT DIRECTORS AND NOMINEES

DIRECTOR INFORMATION

The following information has been furnished to the Corporation by the
respective Directors. Each of them has been engaged in the occupations stated
below during the periods indicated, or if no period is indicated, for more than
five years.

Director of
Age Principal Occupation Corporation Since
--- -------------------- -----------------

NOMINEES STANDING FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2008
C. James Bess...................... 66 Vice Chairman of the Corporation, 2003
(See below for prior occupations) and President and Chief Executive
Officer of the Bank, December
2004 to present
Dennis B. Bittner.................. 55 Owner and President, Bittner 2001
Engineering

CONTINUING DIRECTORS

DIRECTORS WHOSE TERMS EXPIRE IN 2006
Robert H. Orley.................... 49 Real Estate Developer, Vice 2004
President and Secretary of Real
Estate Investment Group, Inc.
Randolph C. Paschke................ 55 From May 1970 to August 2002 -- 2004
worked in Tax Services at Arthur
Anderson LLP. Served as a partner
in Arthur Anderson LLP from
September 1982 until August 2002.
Served as Managing Partner --
U.S. International Tax Trade
Services at Arthur Anderson LLP
from 2001 -- 2002. Served as
Managing Partner -- Great Lakes
International Tax Services at
Arthur Anderson LLP from
1999 -- 2001. From August 2002 to
present -- Chair, Department of
Accounting in the School of
Business Administration at Wayne
State University
Walter J. Aspatore................. 61 Investment Banking, Amherst 2004
Partners

DIRECTORS WHOSE TERMS EXPIRE IN 2007
Eliot R. Stark..................... 52 Executive Vice President and 2004
Chief
(See below for prior occupations) Financial Officer of the
Corporation and the Bank from
December 2004 to present
Paul D. Tobias..................... 54 Chairman and Chief Executive 2004
(See below for prior occupations) Officer of the Corporation and
Chairman of the Bank from
December 2004 to present

The Corporation's Board has considered the independence of the nominees for
election at the Annual Meeting and the continuing Directors under the rules of
the Nasdaq Stock Market ("Nasdaq"). The Board has determined that all of the
nominees and continuing Directors are independent under Nasdaq rules except Mr.
Tobias, Chairman and Chief Executive Officer of the Corporation, Mr. Bess, Vice
Chairman of the Corporation and President and Chief Executive Officer of the
Bank and Mr. Stark, Executive Vice President and Chief Financial Officer of the
Corporation and the Bank. Messrs. Tobias, Bess and Stark are not independent
because of their services as Executive Officers of the Corporation.

EXECUTIVE OFFICERS

The Executive Officers of the Corporation serve at the pleasure of the Board of
Directors. Set forth below are the current Executive Officers of the Corporation
and a brief explanation of their principal employment during the last five
years. Additional information concerning employment agreements of Executive
Officers of the Corporation is included elsewhere in the Proxy under the heading
"Executive Compensation".

PAUL D. TOBIAS -- Age 54 -- Chairman of the Board and Chief Executive Officer.
Mr. Tobias was appointed to his present position with the Corporation and the
Bank on December 16, 2004. Prior to this, Mr. Tobias served as Chief Executive
Officer of Munder Capital Management from April of 1995 to October 1999. From
January of 2000 to the present, he has served as Chairman and Chief Executive
Officer of Mackinac Partners, LLC.

C. JAMES BESS -- Age 66 -- Vice Chairman. Mr. Bess has served as Vice Chairman
of the Corporation and President and Chief Executive Officer of the Bank since
December 16, 2004. Mr. Bess served as President and Chief Executive Officer of
the Corporation and Bank from August 2003 to December 15, 2004. Prior to such
time, Mr. Bess served as President and Chief Executive Officer of The Commercial
and Savings Bank of Millersburg, Ohio from December 2000 to July 2003. Mr. Bess
served as President and Chief Executive Officer of Security Dollar Bank of
Niles, Ohio from February 2000 through November 2000. Mr. Bess was engaged as a
consultant to various financial service companies from January 1, 1999 to
February 2000.

JOSEPH E. PETTERSON -- Age 57 -- Executive Vice President. Mr. Petterson has
served as Executive Vice President of the Corporation and the Bank since
September 2003 and also Chief Financial Officer from February 2004 to December
15, 2004. Prior to such time, Mr. Petterson served as Assistant Director of the
Bank and Trust Division of the State of Michigan Office of Financial and
Insurance Services from 2001 through 2003. Mr. Petterson served on the Senior
Staff of the Risk Division of the State of Michigan Office of Financial and
Insurance Services in 2001, the Senior Staff of the Financial Institutions
Policy Division of the State of Michigan Office of Financial and Insurance
Services in 2000, and held the position of Risk Manager for the Office of the
Commissioner of the State of Michigan Financial Institutions Bureau from 1998
through 2000.

ELIOT R. STARK -- Age 52 -- Executive Vice President and Chief Financial
Officer. Mr. Stark was appointed to his current positions with the Corporation
and the Bank on December 16, 2004. From June of 1995 to January of 2001, Mr.
Stark served as Executive Vice President of Compuware Corporation. From January
of 2001 to the present, he has served as the Managing Director of Mackinac
Partners Consultants.

ERNIE R. KRUEGER -- Age 55 -- Senior Vice President and Controller. Prior to his
current position with the Corporation, Mr. Krueger served as a financial
consultant from 1997 to 2000 with First Union Securities and from 2000 to 2002
with Smith Barney.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

Audit Committee

The Audit Committee is a separately-designated standing Committee of the Board
of Directors established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended. The Audit Committee has
responsibility for:

- Appointing or replacing the Corporation's independent auditors

- Overseeing the work of the independent auditors (including resolution of
any disagreements between management and the auditors regarding
financial reporting)

- Reviewing the independent auditors' performance, qualifications and
independence

- Approving all auditing and permitted non-auditing services to be
performed by the independent auditors with limited exceptions

- Reviewing the Corporation's financial statements, internal audit
function and system of internal controls

- Overseeing compliance by the Corporation with legal and regulatory
requirements and with the Corporation's Code of Business Conduct and
Ethics

- Producing the report required by federal securities regulations for
inclusion in the Corporation's Proxy Statement.

The current members of the Audit Committee are Messrs. Paschke (chairman),
Aspatore and Orley, all of whom are independent. The Board has determined that
Mr. Paschke is an "audit committee financial expert" as that term is defined by
the Securities and Exchange Commission. The Audit Committee held 12 meetings in
2004. All such meetings were with former members of the Corporation's Audit
Committee.

Nominating Committee

The Nominating Committee is responsible for:

- Identifying new candidates who are qualified to serve as Directors of
the Corporation

- Recommending to the Board of Directors the candidates for election to
the Board and for appointment to the Board's Committees

- Considering any nominations for Director submitted by shareholders.

The current members of the Nominating Committee are Messrs. Aspatore (chairman),
Orley and Paschke. All members are independent under the Nasdaq Stock Market
rules defining independence. The Nominating Committee held 3 meetings in 2004.
All such meetings were held by former members of the Corporation's Nominating
Committee. Current Directors, Messrs. Aspatore, Orley, Paschke, Stark and Tobias
were appointed as a part of the recapitalization of the Corporation and not
considered or approved by former members of the Nominating Committee.

The Board of Directors has adopted a Charter for the Nominating Committee. A
copy of this Charter was filed, as Appendix A, with the Corporation's 2004
proxy.

The Nominating Committee will consider candidates nominated by shareholders in
accordance with the procedures set forth in the Corporation's Bylaws and
Articles of Incorporation. Under the Corporation's Bylaws and Articles of
Incorporation, nominations other than those made by the Board of Directors or
the Nominating Committee, must be made pursuant to timely notice in proper
written form to the Secretary of the Corporation. To be timely, a shareholder's
request to nominate a person for election to the Board, together with the
written consent of such person to serve as a Director, must be received by the
Secretary of the Corporation not less than 60 nor more than 90 days prior to the
first anniversary date of the Annual

Meeting of Shareholders in the immediately preceding year. To be in proper
written form, the notice must contain certain information concerning the nominee
and the shareholder submitting the nomination.

With respect to each person proposed to be nominated, the Nominating Committee
shall be provided with the following information: (i) the name, address
(business and residence), date of birth, principal occupation or employment of
such person (present and for the past five (5) years); (ii) the number of shares
of the Corporation such person beneficially owns (as such term is defined by
Section 13(d) of the Securities Exchange Act of 1934, as amended [the "Exchange
Act"]); and (iii) any other information relating to such person that would be
required to be disclosed in a definitive proxy statement to shareholders
prepared in connection with an election of Directors pursuant to Section 14(a)
of the Exchange Act. The Nominating Committee may require any proposed nominee
to furnish additional information as may be reasonably required to determine the
qualifications of such person to serve as a Director of the Corporation. No
person shall be eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth in the Bylaws and Articles
of Incorporation.

Compensation Committee

The current Compensation Committee of the Board of Directors is comprised of
Robert H. Orley (chairman), Walter J. Aspatore and Randolph C. Paschke, each of
whom is independent under the Nasdaq Stock Market rules defining independence.
Former Directors Messrs. Stanley J. Gerou II, Bernard A. Bouschor and John D.
Lindroth were members of the Compensation Committee during 2004. Four meetings
of this Committee were held in 2004. This Committee's primary functions are to
recommend annually to the Board the salary of the Executive Officers, review
with management the annual projected salary ranges and recommend those for Board
approval, and review the written personnel policy and the employee benefit
package annually. The primary responsibilities of the Compensation Committee are
to ensure that the compensation available to the Board of Directors and officers
of the Corporation:

- Enables the Corporation to attract and retain high quality leadership;

- Provides competitive compensation opportunities;

- Supports the Corporation's overall business strategy; and

- Maximizes shareholder value.

ATTENDANCE OF DIRECTORS

The Board of Directors held a total of 23 meetings during 2004. No Director
attended less than 75% of the aggregate number of meetings of the Board of
Directors and the Committees on whom he served in 2004, other than Mr. Bouschor,
who attended 52% of the meetings, and Mr. Ford, who attended no meetings in
2004, both of which no longer serve as Directors. There are no family
relationships between or among any of the Directors, nominees, or Executive
Officers of the Corporation.

COMMUNICATION WITH DIRECTORS AND ATTENDANCE AT ANNUAL MEETINGS

The Corporation's Board provides a process for shareholders to send
communications to the Board or any of the Directors. Shareholders may send
written communications to the Board or any one or more of the individual
Directors by mail, c/o Corporate Secretary, Mackinac Financial Corporation, 130
South Cedar Street, Manistique, MI 49854. All communications will be compiled by
the Corporation's Corporate Secretary and submitted to the Board or the
individual Directors on a regular basis unless such communications are
considered, in the reasonable judgment of the Corporate Secretary, to be
improper for submission to the intended recipient(s). Examples of shareholder
communications that would be considered improper for submission include without
limitation, customer complaints, solicitations, communications that do not
relate directly or indirectly to the Corporation's business, or communications
that relate to improper or irrelevant topics.

It is the Corporation's policy that all of the Directors and nominees for
election as Directors at the Annual Meeting attend the Annual Meeting except in
cases of extraordinary circumstances. All of the nominees for election at the
2004 Annual Meeting of Shareholders and all other Directors attended the 2004
Annual Meeting of Shareholders except for Director Ronald G. Ford, who was
excused and no longer serves as a Director. The Corporation expects all nominees
and Directors to attend the 2005 Annual Meeting.

REMUNERATION OF DIRECTORS

Since November, 2002, the Directors of the Corporation have not received any
compensation for their service as members of the Corporation's Board of
Directors. Messrs. Aspatore, Bess, Bittner, Paschke, Stark and Tobias also
served on the board of Directors of the Bank. In 2004 Mr. Bess was paid $1,000
per month in Director fees and Mr. Bittner was paid a retainer of $1,200 and
$1,000 per month. The remainder of the current Directors of the Corporation and
Bank received no fees in 2004. For 2005, the external, non-employee Directors of
the Corporation and the Bank are expected to receive an annual retainer of
$7,500, and a fee of $750 for each meeting that is held of the Board of
Directors of the Corporation. Attendance is a requirement in order for the
Director to be paid the monthly fee.

The Corporation's 2000 Stock Incentive Plan provides for the grant of options to
eligible Directors (i.e., nonemployee Directors of the Corporation or the Bank)
in addition to key employees. Options are granted at the discretion of the
Compensation Committee of the Board of Directors of the Corporation. The term of
each option is ten (10) years, subject to earlier termination in certain events,
and the option price is 100% of fair market value on the date of grant. The
options issued to Messrs. Tobias and Stark were granted at an exercise price of
$9.75 per share which was the fair market value of the Corporation's common
stock sold in the private placement to recapitalize the Corporation. No options
were granted to Directors in 2004 other than those options granted to Messrs.
Tobias and Stark.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation received by the named Executive
Officers for the three years ended December 31, 2004:

Annual Long-Term
Compensation Compensation
------------------- ---------------
Name and Other Number of All Other
Principal Position Year Salary Bonus Annual(2) Options Granted Compensation(3)
------------------ ---- ------ ----- --------- --------------- ---------------

Paul D. Tobias *.............. 2004 $ 6,923 $ -0- $ -0- 150,005 $ -0-
Chairman and Chief Executive
Officer of the Corporation
and Chairman of the Bank
C. James Bess................. 2004 $360,000 $907,740(1) $12,000 -0- $88,970
Vice Chairman of the 2003 $152,163 $10,000 $ 5,000 -0- $21,104
Corporation and President
and Chief Executive Officer
of the Bank
Kelly W. George............... 2004 $175,000 $311,774(1) $ -0- -0- $47,515
Executive Vice President and
Chief Lending Officer of the
Bank
Joseph E. Petterson........... 2004 $175,000 $288,173(1) $ -0- -0- $17,931
Executive Vice President of
the Corporation and the Bank
Eliot R. Stark *.............. 2004 $ 6,154 $ -0- $ -0- 107,147 $ -0-
Executive Vice President and
Chief Financial Officer of
the Corporation and the Bank
Ernie R. Krueger.............. 2004 $131,667 $50,000(1) $ -0- -0- $29,898
Senior Vice President and
Controller of the
Corporation and the Bank

* Compensation for Messrs. Tobias and Stark is shown from December 15, 2004 to
December 31, 2004, the period in 2004 in which they served as Executive
Officers.
(1) Represents payment pursuant to employee contract provision on change in
control triggered by recapitalization of the Corporation.
(2) Represents Director fees paid.
(3) The amounts shown include the taxable amount of group life insurance cost
paid by the Corporation for Messrs. Bess, $10,476, George, $336, Petterson,
$1,608, and Krueger, $1,016. Other compensation for Messrs. Bess, George,
Petterson and Krueger includes the amounts paid by the Corporation for
housing, unused vacation payout, and the taxable portion of the benefit of a
corporate owned auto provided for Mr. Bess ($3,955) and Mr. Krueger
($4,186).

EMPLOYMENT AND CONSULTING AGREEMENTS

The Corporation has employment agreements with Executive Officers as described
below.

PAUL D. TOBIAS -- Mr. Tobias's agreement provides for him to be employed and
appointed as our Chairman of the Board and the Chief Executive Officer of the
Corporation and the Chairman of the Board of the Bank. He is to receive an
initial annual base salary of $225,000, subject to annual increases by the
Board. We are to develop an incentive plan or plans for annual cash bonuses to
be awarded to eligible employees (including Mr. Tobias). His minimum bonus for
2005 is to be $25,000.

The agreement has an initial three-year term which renews for an additional year
on each anniversary date of the agreement unless we or the Executive elects to
not renew at least sixty (60) days prior to the renewal date.

In addition to the compensation noted above, the agreement provides for health
and other benefits to be provided to the executive at least substantially
equivalent to other management employees holding comparable positions. The
agreement also requires us to reimburse the executive for all reasonable out-of-
pocket expenses in connection with his employment, including a car allowance of
$750 per month and a per diem allowance for living expenses while in Manistique,
Michigan, of at least $100 per day, not to exceed $1,000 in any calendar month,
but subject to upward adjustment upon demonstration that the reasonable ordinary
living expenses exceed the per diem amount. We have also agreed in the
employment agreement to pay the executive's reasonable costs of an office in
Oakland County and a personal secretary and other assistance unless we otherwise
provide him with an office and support staff in that county.

Under the agreement, Mr. Tobias was awarded options under our 2000 Stock
Incentive Plan to purchase 150,005 shares of common stock at an exercise price
of $9.75 per share.

If the agreement is terminated, we are to make termination payments in amounts
and in a lump sum or over time depending on the reason the agreement is
terminated. The table below summarizes the termination payments under the
agreement.

Reason for Termination Termination Payments
---------------------- --------------------

By us for cause.............................. No termination payments required
By us without cause and not due to
disability, or by the Executive for Good
Reason..................................... Three years; base salary, highest bonus and
benefits
Death........................................ One year; base salary and benefits
Disability................................... Two years; base salary and benefits, subject
to reduction for long term disability
benefits received by the Executive
Following a Change in Control, either by
Executive Good Reason or by us other than
for cause or disability.................... Lump sum; 300% of aggregate of base salary
and highest bonus. Three years for benefits.
By Executive without Good Reason following a
Change in Control.......................... Lump sum; 100% of base salary and highest
bonus
By mutual agreement.......................... Per the mutual agreement

The agreement provides for a specified adjustment to the termination payments
should they be determined to constitute a parachute payment under Section 280G
of the Internal Revenue Code. Each agreement also provides for us to pay
interest at an annual rate equal to 120% of the applicable federal rate and to
indemnify the Executive for expenses, including reasonable attorneys' and
consultants' fees, incurred to collect any unpaid amounts. We are also required
to indemnify the executive for costs and expenses, on an as incurred basis, as a
result of any dispute or controversy, regardless of the outcome of the dispute
or controversy.

executive's competitive activities will continue after termination in certain
instances for a period of 1 to 3 years, depending on the reason for the
termination.

C. JAMES BESS -- The employment agreement with Mr. Bess provides for him to be
employed as the President and Chief Executive Officer of the Bank. The agreement
has an initial 18 month term and will be extended for additional one-year
periods unless one of the parties elects to terminate the agreement at the end
of the then current term.

He is to receive base salary at the annual rate of $250,000 and an additional
incentive bonus in accordance with our or the Bank's policy or plan. In
addition, we are to provide him with a per diem allowance for living expenses
while in Manistique, Michigan, of at least $100 per day, not to exceed $1,000 in
any calendar month, but subject to upward adjustment upon demonstration that his
reasonable ordinary living expenses exceed the per diem amount. In addition, we
are to provide him with the use of the automobile presently used by him. He will
also be entitled to participate in our and the Bank's employee benefit plans as
are made generally available to the executives.

The agreement provides that if his employment is terminated as a result of his
disability, by us without cause or if we elect to not extend the term of the
agreement, he will be entitled to his base salary for a period of one year,
except that, if termination occurs during the initial 18 month period, he will
only be entitled to the payments for the shorter on one year or the balance of
the initial period. The agreement include confidentiality obligations, but does
not include any non-competition provisions.

KELLY W. GEORGE -- Mr. George's agreement provides for him to be employed and
appointed as our Executive Vice President and Chief Lending Officer of the Bank.
He is to receive an initial annual base salary of $175,000, subject to annual
increases by the Board. We are to develop an incentive plan or plans for annual
cash bonuses to be awarded to eligible employees (including Mr. George).

The agreement has an initial three-year term which renews for additional
one-year terms after the initial employment period unless we or the executive
elects not to renew prior to the termination date.

Under the agreement, Mr. George is to be awarded options under our 2000 Stock
Incentive Plan to purchase 20,000 shares of common stock at an exercise price
equal to the market value at date of grant.

Reason for Termination Termination Payments
---------------------- --------------------

By death, us for cause, or expiration of
employment contract term................... No termination payments required
By us without cause or disability............ The greater of one year or remainder of
contract term, base salary, highest bonus and
benefits
Following a Change in Control, either by
Executive Good Reason or by us other than
for cause or disability.................... Lump sum; 200% of aggregate of base salary
and highest bonus.
By mutual agreement.......................... Per the mutual agreement

The agreement provides for a specified adjustment to the termination payments
should they be determined to constitute a parachute payment under Section 280G
of the Internal Revenue Code.

The agreement includes confidentiality obligations of the executive and provides
that the executive will not engage in competitive activities while employed by
us. If his employment is terminated, the restriction on executive's competitive
activities will continue after termination in certain instances for a period of
1 to 3 years, depending on the reason for the termination.

ELIOT R. STARK -- Mr. Stark's agreement provides for him to be employed and
appointed as our Executive Vice President and Chief Financial Officer of the
Corporation and the Bank. He is to receive an initial annual base salary of
$200,000, subject to annual increases by the Board. We are to develop an
incentive plan or plans for annual cash bonuses to be awarded to eligible
employees (including Mr. Stark). His minimum bonus for 2005 is to be $25,000.

The agreement has an initial three-year term which renews for an additional year
on each anniversary date of the agreement unless we or the executive elects to
not renew at least sixty (60) days prior to the renewal date.

Under the agreement, Mr. Stark is to be awarded options under our 2000 Stock
Incentive Plan to purchase 107,147 shares of common stock at an exercise price
of $9.75 per share.

Reason for Termination Termination Payments
---------------------- --------------------

The agreement provides for a specified adjustment to the termination payments
should they be determined to constitute a parachute payment under Section 280G
of the Internal Revenue Code. Each agreement also provides for us to pay
interest at an annual rate equal to 120% of the applicable federal rate and to
indemnify the executive for expenses, including reasonable attorneys' and
consultants' fees, incurred to collect any unpaid amounts. We are also required
to indemnify the executive for costs and expenses, on an as incurred basis, as a
result of any dispute or controversy, regardless of the outcome of the dispute
or controversy.

ERNIE R. KRUEGER -- Mr. Krueger's agreement provides for him to be employed and
appointed as our Senior Vice President and Controller of the Corporation and the
Bank. He is to receive an initial annual base salary of $135,000, subject to
annual increases by the Board. We are to develop an incentive plan or plans for
annual cash bonuses to be awarded to eligible employees (including Mr. Krueger).

Under the agreement, Mr. Krueger is to be awarded options under our 2000 Stock
Incentive Plan to purchase 5,000 shares of common stock at an exercise price
equal to the market value at date of grant.

Reason for Termination Termination Payments
---------------------- --------------------

By death, us for cause, or expiration of
employment contract term................... No termination payments required
By us without cause or disability............ The greater of one year or remainder of
contract term, base salary and highest bonus
and benefits
Following a Change in Control, either by
Executive Good Reason or by us other than
for cause or disability.................... Lump sum; 200% of aggregate of base salary
and highest bonus.
By mutual agreement.......................... Per the mutual agreement

The agreement provides for a specified adjustment to the termination payments
should they be determined to constitute a parachute payment under Section 280G
of the Internal Revenue Code.

OPTION GRANTS IN LAST FISCAL YEAR

The Corporation's 2000 Stock Incentive Plan provides for the grant of options to
key employees of the Corporation as well as eligible Directors. Options are
granted at the discretion of the Compensation Committee of the Board of
Directors of the Corporation. The term of each option is up to ten (10) years,
subject to earlier termination in certain events, and the option price is 100%
of fair market value on the date of grant.

The following table provides information on options granted in 2004 to the
executive listed in the Executive Compensation Table and the potential
realizable value of the options:

Assumed Annual
Rates of Stock
Percent of Total Appreciation of
Number of Shares Options Granted Option Term
Underlying to Employees in Exercise Price Expiration ---------------
Options Granted Fiscal Year Per Share Date 5% 10%
---------------- ---------------- -------------- ---------- -- ---

Paul D. Tobias........ 150,005 58% $9.75 12/14/2014 $73,127 $146,255
C. James Bess......... -- 0% N/A N/A $ -- $ --
Kelly W. George....... -- 0% N/A N/A $ -- $ --
Joseph E. Petterson... -- 0% N/A N/A $ -- $ --
Eliot R. Stark........ 107,147 42% $9.75 12/14/2014 $52,234 $104,468
Ernie R. Krueger...... -- 0% N/A N/A $ -- $ --

AGGREGATE STOCK OPTION EXERCISES IN 2004 AND YEAR-END OPTION VALUES

The following table provides information on the exercise of stock options during
2004 by the executives listed in the Summary Compensation Table and the value of
unexercised options at December 31, 2004.

Number of Shares Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at 12/31/05 at 12/31/04(1)
on Value ----------------------------- -------------------------
Exercise Realized # Exercisable/# Unexercisable Exercisable/Unexercisable
-------- -------- ----------------------------- -------------------------

Paul D. Tobias....... -0- $-0- 70,502/79,503 $597,152/$673,390
C. James Bess........ -0- $-0- -0-/-0- $-0-/$-0-
Kelly W. George...... -0- $-0- -0-/-0- $-0-/$-0-
Joseph E.
Petterson.......... -0- $-0- -0-/-0- $-0-/$-0-
Eliot R. Stark....... -0- $-0- 50,359/56,788 $413,950/$466,797
Ernie R. Krueger..... -0- $-0- -0-/-0- $-0-/$-0-

(1) Values are based on the difference between the last reported sale price of
the Corporation's common stock on December 31, 2004 ($17.97), and the
exercise prices of the options.

EQUITY COMPENSATION PLAN INFORMATION

The following table reflects information about the securities authorized for
issuance under the Corporation's equity compensation plans as of December 31,
2004.

(a) (b) (c)
--- --- ---
Number of Securities
Remaining Available for
Number of Securities Weighted-Average Future Issuance Under
to Be Issued Upon Exercise Price of Equity Compensation
Exercise of Outstanding Plans (Excluding
Outstanding Options, Options, Warrants Securities Reflected
Plan Category Warrants and Rights and Rights in Column (a))
------------- -------------------- ----------------- -----------------------

Equity compensation plans
approved by security
holders..................... 282,999 $34.55 138,899
Equity compensation plans not
approved by security
holders..................... N/A $ -0- N/A
------- ------ -------
TOTAL....................... 282,999 $34.55 138,899
======= ====== =======

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

Members of the Compensation Committee who served during 2004 were former
Directors Messrs. Stanley J. Gerou, Bernard A. Bouschor and John D. Lindroth,
who resigned effective with the recapitalization of the Corporation, and were
replaced with Robert H. Orley (Chairman), Walter J. Aspatore and Randolph C.
Paschke. All members are considered independent.

COMPENSATION COMMITTEE REPORT

Decisions on the compensation of the Corporation's Executive Officers in 2004
were made by the Board's Compensation Committee comprised of nonemployee
Directors. The current Compensation Committee consists of Robert H. Orley
(Chairman), Walter J. Aspatore and Randolph C. Paschke. This Committee report
addresses the Corporation's compensation policies and programs for the year
ended December 31, 2004.

Base Salary -- Excluding consideration of other relevant factors, which may
include individual performance, experience, expertise and tenure, the Board
intends to maintain the base salaries of the Corporation's Executive Officers
and senior managers within peer group levels.

The Compensation Committee considered numerous factors to determine the
compensation package and employment agreement relative to Mr. Bess. Factors
considered included Mr. Bess' prior experience with troubled institutions, his
previous success in turnaround of these institutions and the relative immediate
needs of the Corporation.

Annually, the Committee reviews and approves the Corporation's annual salary
structure and benefit programs for consideration by the entire Board of
Directors. The Committee's recommendation is based upon compensation levels
established by the Corporation's peers and evaluations by consultants.

Long-Term Incentives -- To align the interests of its Executive Officers and
senior managers with the Corporation's shareholders, the Board's compensation
strategy provides for a 401(k) matching contribution and equity-based
compensation under the Corporation's stock compensation plans. Each of the
Corporation's compensation plans has been adopted by the Board of Directors, and
the equity-based compensation plans have been approved by the Corporation's
shareholders.

The Compensation Committee did not consider or approve of the executive
compensation concerning Mr. Tobias and Mr. Stark. The compensation and
employment contracts of Mr. Tobias, Mr. Bess and Mr. Stark were included with
the recapitalization of the Corporation which was approved at a Special Meeting
of the Shareholders of the Corporation held on November 18, 2004.

Compensation Committee
Robert H. Orley Walter J. Aspatore Randolph C. Paschke

AUDIT COMMITTEE REPORT

The Corporation has established an Audit Committee of the Board of Directors,
which currently consists of Randolph C. Paschke (Chairman), Walter J. Aspatore
and Robert H. Orley.

The Board of Directors has determined that each of the Audit Committee members
is independent, as independence for Audit Committee members is defined in the
listing standards of the Nasdaq Stock Market and the rules of the Securities and
Exchange Commission. The Board of Directors has adopted a written Audit
Committee Charter. A copy of the Charter was included as Appendix B on the
Corporation's 2004 Proxy.

The Audit Committee has reviewed and discussed the Corporation's audited
financial statements with management.

The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61 (SAS 61),
"Communication with Audit Committees," as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants. The Audit
Committee has considered the compatibility of the provision of non-audit
services with maintaining the auditors' independence.

The Audit Committee has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board No. 1,
"Independence Discussions with Audit Committees," as amended, and has discussed
with the independent accountant the independent accountant's independence.

Based on the review and discussions referred to above, the Audit Committee has
recommended to the Board of Directors that the audited financial statements be
included in the Corporation's Annual Report on Form 10-K for 2004.

Audit Committee
Randolph C. Paschke Walter J. Aspatore Robert H. Orley

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes fees for professional services rendered by Plante
& Moran, PLLC, the principal accountant for the years ended December 31, 2004
and 2003:

2004 2003
---- ----

Audit fees(1)............................................... $105,000 $115,000
Audit-related fees(2)....................................... 8,475 -0-
Tax fees(3)................................................. 34,133 -0-
All other fees(4)........................................... 131,142 197,561
-------- --------
Total fees.................................................. $278,950 $312,561
======== ========

(1) Audit fees consist of fees billed for professional services performed by
Plante & Moran for the audit of the Company's annual financial statements
and internal control over financial reporting included in Form 10-K, the
review of financial statements included in the Company's 10-Q filings and
services that are normally provided in connection with regulatory filings or
engagements.
(2) Represents fees for review and audit of employee 401k employee benefit plan.
(3) Represents fees billed for tax services, including tax reviews and planning.
For 2004, a majority of the fees in this category represent preparation of
2005 consolidated tax returns and carryback of the 2003 net operating loss
to prior period tax returns.
(4) The majority of all other fees, $85,497, represent fees paid for a forensic
audit of activities involving former employees of the Corporation. The
remainder of all other fees, $45,645, represents fees for services provided
relating to the recapitalization of the Corporation.

The Audit Committee is required to review and pre-approve both audit and
non-audit services to be provided by the independent auditor (other than with
respect to de minimis exceptions permit by the Sarbanes-Oxley Act of 2002).
During 2004, all services provided by Plante Moran, PLLC were pre-approved by
the Audit Committee. To the extent required by the rules of the Nasdaq Stock
Market or any other applicable legal or regulatory requirements, approval of
non-audit services shall be disclosed to investors in periodic reports required
by Section 13(a) of the Securities Exchange Act of 1934.

INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT

Certain of the Directors and officers of the Corporation have had and are
expected to have in the future, transactions with the Bank, or have been
Directors or officers of corporations, or members of partnerships or limited
liability companies, which have had and are expected to have in the future,
transactions with the Bank. In the opinion of management, all such transactions
(i) were made in the ordinary course of business, (ii) on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other customers, and (iii) did not involve
more than

normal risk of collectibility or present other unfavorable features. The only
outstanding indebtedness to Directors and Executive Officers as of December 31,
2004 was a real estate mortgage loan to Dennis B. Bittner. This loan, with an
original balance of $175,000, had a balance of $63,400 at December 31, 2004.

BENEFICIAL OWNERSHIP OF COMMON STOCK

As of April 25, 2004, no person was known by management to be the beneficial
owner of more than 5% of the outstanding common stock of the Corporation, except
as follows:

Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------

Financial Stocks Capital............................ 340,000 Common Shares 9.9%
Partners III LP
441 Vine Street, Suite 507
Cincinnati, OH 45202

Gerlach & Co. ...................................... 300,000 Common Shares 8.7%
FBO Banc Fund VI LP
C/O Midbanc VI LP
208 LaSalle Street, Suite 1680
Chicago, IL 60604

Hot Creek Ventures 2, LP............................ 300,000 Common Shares 8.7%
6900 South McCarran Blvd., Suite 3040
Reno, NV 89509

Axia Partners Qualified LP.......................... 298,206 Common Shares 8.7%
C/O Axia Capital Management LLC
425 Eagle Rock Avenue
Roseland, NJ 07068

Wellington Management Company LLP................... 212,380 Common Shares 6.2%
75 State Street
Boston, MA 02109

The information in the following table sets forth the beneficial ownership of
the Corporation's common stock by each of the Corporation's Directors, each of
the Executive Officers listed in the Summary Compensation Table and by all
Directors and Executive Officers of the Corporation as a group, as of

April 25, 2004. Except as noted, beneficial ownership is direct and the person
indicated has sole voting and investment power.

Amount and Nature of
Name of Beneficial Owner Beneficial Ownership(1) Percent of Class
------------------------ ----------------------- ----------------

Walter J. Aspatore.................................. 2,564 *
C. James Bess....................................... -0- *
Dennis B. Bittner................................... 387(1) *
Kelly W. George..................................... -0- *
Ernie R. Krueger.................................... -0- *
Robert H. Orley..................................... 25,641 *
Randolph C. Paschke................................. 5,128 *
Joseph E. Petterson................................. -0- *
Eliot R. Stark...................................... 75,988(1) 2.1%
Paul D. Tobias...................................... 111,528(1)(2) 3.1%
------- ---
All Directors and Executive Officers as a group (10
persons).......................................... 211,236(1) 6.2%
======= ===

* Less than 1.0%
(1) Includes options for Mr. Bittner (325), Mr. Stark (50,347), Mr. Tobias
(70,502), and for all Directors and officers as a group (121,174).
(2) Includes 10,256 shares owned by Tobias Capital LLC which is 35% owned by Mr.
Tobias and his wife.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and Directors, and persons who own more than 10% of the Corporation's
common stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on a review of filings
furnished to it, the Corporation believes that during 2004 all applicable
Section 16(a) filing requirements were complied with.

SHAREHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Corporation's common stock with that
of the cumulative total return on the NASDAQ Bank Stocks Index and the NASDAQ
Market Index for the five-year period ended December 31, 2004. The following
information is based on an investment of $100, on December 31, 1999 in the
Corporation's common stock, the NASDAQ Bank Stocks Index, and the NASDAQ Market
Index, with dividends reinvested. Prior to April 18, 2000, there had been only
limited trading in the Corporation's common stock, there had been no market
makers for such shares, and the Corporation's common stock had not traded on any
stock exchange or on the NASDAQ market. Accordingly, the returns reflected in
the following graph and table for the period prior to April 18, 2000 are based
on sale prices of the Corporation's stock of which management is aware. There
may have been sales at higher or lower prices of which management is not aware.
Between April 18, 2000 and August 30, 2001, the Corporation's common stock was
traded on the NASDAQ Bulletin Board. From August 31, 2001 to December 15, 2004,
the Corporation's common stock traded on the NASDAQ SmallCap Market under the
symbol "NCFC." Effective with the recapitalization and the 20:1 reverse stock
split on December 16, 2005, the Corporation's stock began trading on the NASDAQ
Small Cap Market under the symbol "MFNC".

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MACKINAC FINANCIAL CORPORATION
NASDAQ MARKET INDEX AND PEER GROUP INDEX

(PERFORMANCE GRAPH)

ASSUMES $100 INVESTED ON DECEMBER 31, 1999
ASSUMES DIVIDEND PAYMENTS REINVESTED
FISCAL YEARS ENDING DECEMBER 31

1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----

Mackinac Financial Corporation 100.00 32.23 39.65 13.45 9.72 4.99
NASDAQ Bank Stocks Index 100.00 111.95 122.13 124.29 159.26 176.43
NASDAQ Market Index 100.00 62.85 50.10 34.95 52.55 56.97

Source: Media General Financial Services, Richmond, Virginia.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS

The financial statements of the Corporation for the year ended December 31, 2004
have been examined by Plante & Moran, PLLC, an independent registered public
accounting firm. A representative of Plante & Moran, PLLC is expected to be at
the meeting and will have an opportunity to make a statement and will be
available to answer appropriate questions. Plante & Moran, PLLC has been
appointed by the Audit Committee of the Board of Directors as the independent
public accountants of the Corporation and its subsidiaries for the year ending
December 31, 2004 and 2005.

CHANGES OF ACCOUNTANTS

There was no change of the Corporation's independent public accountants during
2003 and 2004.

SHAREHOLDER PROPOSALS

A proposal submitted by a shareholder for the 2006 Annual Meeting of
Shareholders must be sent to the Secretary of the Corporation, 130 South Cedar
Street, Manistique, Michigan 49854 and must be received by the Corporation no
later than January 25, 2006 to be eligible for inclusion in the Corporation's
proxy materials for the 2006 Annual Meeting of Shareholders. A shareholder
proposal must (i) comply with the other requirements in the Corporation's Bylaws
and Articles of Incorporation as to form and content, and (ii) be received by
the Corporation (a) at least 30 days prior to the meeting, or (b) not later than
the close of business on the (10th) day following the date on which notice of
the scheduled meeting was first mailed to the shareholders, if less than 40 days
notice of the meeting is given by the Corporation, in order to be considered at
the meeting.

OTHER MATTERS

A shareholder who intends to present a proposal to the 2005 Annual Meeting of
Shareholders, other than pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, must provide the Corporation with notice of such intention by at
least April 24, 2005, or the persons named in the proxy to vote the proxies will
have discretionary voting authority at the 2005 Annual Meeting with respect to
any such proposal without discussion of the matter in the Corporation's proxy
statement.

The Board of Directors is not aware of any matter to be presented for action at
the meeting, other than the matters set forth herein. If any other business
should properly come before the meeting, the proxy will be voted regarding the
matter in accordance with the best judgment of the persons authorized in the
proxy, and discretionary authority to do so is included in the proxy.

The cost of soliciting proxies will be borne by the Corporation. If requested,
the Corporation will reimburse banks, brokerage houses and other custodians,
nominees and certain fiduciaries for their reasonable expenses incurred in
mailing proxy materials to their principals. In addition to solicitation by
mail, officers and other employees of the Corporation and its subsidiaries may
solicit proxies by telephone, facsimile or in person, without compensation other
than their regular compensation.

The Annual Report of the Corporation for 2004 is included with this proxy
statement. Copies of the report will also be available for all shareholders
attending the annual meeting.

THE ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE COMMISSION WILL BE
PROVIDED FREE TO SHAREHOLDERS UPON WRITTEN REQUEST. WRITE SHAREHOLDER RELATIONS
DEPARTMENT, MACKINAC FINANCIAL CORPORATION, 130 SOUTH CEDAR STREET, MANISTIQUE,
MICHIGAN 49854.

Shareholders are urged to sign and return the enclosed proxy in the enclosed
envelope. A prompt response will be helpful and appreciated.

/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE MACKINAC FINANCIAL CORPORATION

WITH- FOR ALL
FOR ALL HOLD ALL EXCEPT

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. 1. Election of Directors / / / / / /
(except as marked to the contrary below):
The undersigned hereby appoints
Paul D. Tobias and C. James Bess, or C. JAMES BESS
either of them, with power of DENNIS B. BITTNER
substitution in each, proxies to vote,
as designated hereon, all of the
undersigned's shares of Common Stock of
MACKINAC FINANCIAL CORPORATION, at the
Annual Meeting of Shareholders to be
held at the Comfort Inn, 726 East
Lakeshore Drive, Manistique, MI 49854, INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
on May 25, 2005, at 5:00 p.m., and any NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE
and all adjournments thereof: PROVIDED BELOW.

--------------------------------------------------------------------------

2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT THEREOF.

The Board of Directors recommends a vote "FOR" the nominees listed
above.

PROPERLY EXECUTED PROXIES WILL BE VOTED AS MARKED AND, IF NOT MARKED,
WILL BE VOTED "FOR" ALL OF THE NOMINEES.

YOUR VOTE IS IMPORTANT.

Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly returning your completed proxy in
the enclosed postage-paid envelope which is addressed to our tabulation
service at:

------------------------
Please be sure to sign and date Date
this Proxy in the box below. Registrar and Transfer Company
------------------------------------------------------------ 10 Commerce Drive
Cranford, New Jersey 07016-3572

--Stockholder sign above----Co-holder (if any) sign above---

\/ DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. \/

MACKINAC FINANCIAL CORPORATION
130 SOUTH CEDAR STREET
MANISTIQUE, MICHIGAN 49854

------------------------------------------------------------------------------------------------------------------------------------
Please date, sign exactly as your name appears hereon, and mail promptly in the enclosed envelope which requires no postage if
mailed in the United States. When signing as attorney, executor, administrator, trustee, guardian, etc., give full title as such. If
shares are held jointly both owners must sign.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
------------------------------------------------------------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.

-----------------------------------------------------------