AMENDED AND RESTATED BYLAWS OF MBT FINANCIAL CORP.
 
ARTICLE I
 
Offices
 
         Section 1. Principal Office. The principal office of the Corporation
shall be at such place in the County of Monroe, State of Michigan, as may be
designated from time to time by the Board of Directors.
 
         Section 2. Other Offices. The Corporation shall also have offices at
such other places without, as well as within, the State of Michigan, as the
Board of Directors may from time to time determine.
 
 
 
ARTICLE II
 
Meetings of Shareholders
 
         Section 1. Annual Meeting. The annual meeting of the shareholders of
this Corporation for the purpose of electing directors and transacting such
other business as may come before the meeting, shall be held on the first
Thursday of May in each year at such hour as may be designated on the call of
said meeting, or on such other date as may be fixed by the Board of Directors by
resolution from time to time.
 
         Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by a majority of the Board of Directors acting with or
without a meeting, or upon receipt of a request in writing, stating the purpose
or purposes thereof, and signed by shareholders of record owning a majority of
the issued and outstanding voting shares of the corporation.
 
         Section 3. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the Corporation unless the Board of Directors decides
that a meeting shall be held at some other place within or without the State of
Michigan and causes the notices thereof to so state.
 
         Section 4. Notice of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting stating the day, hour, and
place and the purpose or purposes thereof shall be served upon or mailed to each
shareholder of record (a) as of the day preceding the day on which notice is
given or (b) if a record date therefor is duly fixed, of record as of said date.
Notice of such meeting shall be mailed, postage prepaid, at least ten (10) days
prior to the date thereof. If mailed, it shall be directed to a shareholder at
his address as the name appears upon the records of the Corporation.
 
         At an annual or special meeting of the shareholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before the meeting, business must be: (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors or, with respect to a special meeting, in the notice of
meeting called by shareholders in accordance with these Bylaws, (ii) properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) properly brought before an annual meeting by a shareholder. For business
to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation not
later than sixty (60) nor more than ninety (90) days prior to the first
anniversary of the preceding year's annual meeting or, if the date of the annual
meeting is changed by more than twenty (20) days from such anniversary date,
within ten (10) days after the date the Corporation mails or otherwise gives
notice of the date of such meeting. A shareholder's notice to the Secretary
shall set forth as to each matter the shareholder proposes to bring before the
annual meeting: (w) a brief description of the business desired to be brought
before the annual meeting, (x) the name and address, as they appear on the
Corporation's books, of the shareholder proposing such business, (y) the class
and number of shares of the Corporation which are beneficially owned by the
shareholder, and (z) any material interest of the shareholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 4 or as required by law. The chairperson of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with the
provisions of this Section 4, and if he or she should so determine, he or she
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
 
         Section 5. Waiver of Notice. Any shareholder, either before or after
any meeting, may waive any notice required to be given by law or under these
Bylaws; and whenever all of the shareholders entitled to
 
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vote shall meet in person or by proxy and consent to holding a meeting, it shall
be valid for all purposes without call or notice, and at such meeting any action
may be taken.
 
         Section 6. Quorum. A majority of all of the shares of the outstanding
capital stock entitled to vote at the meeting, represented in person or by
proxy, shall constitute a quorum at any meeting of the shareholders, unless
otherwise provided by law; but the chairperson of the meeting or the holders of
a majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, date or time, whether or not
there is such a quorum.
 
         Section 7. Proxies. Any shareholder of record who is entitled to attend
a shareholders' meeting, or to vote thereat or to assent or give consents in
writing, shall be entitled to be represented at such meetings or to vote thereat
or to assent or give consent in writing, as the case may be, or to exercise any
other of his rights, by proxy or proxies. Any proxy authorized as permitted by
the Michigan Business Corporation Act shall be valid.
 
                  No appointment of a proxy shall be valid after the expiration
of eleven (11) months after it is made, unless the writing specifies the date on
which it is to expire or the length of time it is to continue in force.
 
         Section 8. Voting. At any meeting of the shareholders, each shareholder
of the Corporation shall, except as otherwise provided by law or by the Articles
of Incorporation or by these Bylaws, be entitled to one (1) vote in person or by
proxy for each share of the Corporation registered in his name on the books of
the Corporation: (a) on the record date for the determination of shareholders
entitled to vote at such meeting, notwithstanding the prior or subsequent sale,
or other disposal of such share or shares or transfer of the same on the books
of the Corporation on or after the record date; or (b) if no such record date
shall have been fixed, then at the time of such meeting.
 
         Section 9. Action Without Meeting. Any action which may be authorized
or taken at any meeting of shareholders may be authorized or taken without a
meeting in a writing or writings signed by shareholders in accordance with the
provisions of the Articles of Incorporation. Such writing or writings shall be
filed with or entered upon the records of the Corporation.
 
 
 
ARTICLE III
 
Directors
 
         Section 1. Number of Directors Filling of Vacancies. The Board of
Directors of MBT Financial Corp. shall consist of not less than five (5) nor
more than twelve (12) members, the exact number within such minimum limits to be
fixed and determined from time to time by resolution of a majority of the Board
of Directors. Vacancies occurring in the Board may be filled for the current
year by appointment made by the remaining Directors; however, when a vacancy
reduces the membership of the Board to less than five in number, the remaining
Directors shall forthwith fill such vacancy in order to maintain a Board of at
least five Directors.
 
         Section 2. Election and Term of Directors. Directors shall be elected
to hold office until the next annual meeting and until their successors are
elected and qualified.
 
         Section 3. Nominations for the Board. Nominations for the election of
directors may be made by the Board of Directors or by a shareholder entitled to
vote in the election of directors. A shareholder entitled to vote in the
election of directors, however, may make such a nomination only if written
notice of such shareholder's intent to do so has been given, either by personal
delivery or by United States mail, postage prepaid, and received by the
Corporation (a) with respect to an election to be held at an annual meeting of
shareholders, not later than sixty (60) nor more than ninety (90) days prior to
the first anniversary of the preceding year's annual meeting (or, if the date of
the annual meeting is changed by more than twenty (20) days from such
anniversary date, within ten (10) days after the date the Corporation mails or
otherwise gives notice of the date of such meeting), and (b) with respect to an
election to be held at a special meeting of shareholders called for that
purpose, not later than the close of business on the tenth (10th) day following
the date on which notice of the special meeting was first mailed to the
shareholders by the Corporation. Each shareholder's notice of intent to make a
nomination shall set forth: (i) the name(s) and address(es) of the shareholder
who intends to make the nomination and of the person or persons to be nominated;
(ii) a representation that the shareholder (a) is a holder of record of stock of
the Corporation entitled to vote at such meeting, (b) will continue to hold such
stock through the date on which the meeting is held, and (c) intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii) a description of all arrangements or understandings between
the shareholder
 
 
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and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination is to be made by the shareholder; (iv) such
other information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement filed pursuant to Regulation 14A
promulgated under Section 14 of the Securities Exchange Act of 1934, as amended,
as now in effect or hereafter modified; and (v) the consent of each nominee to
serve as a director of the Corporation if so elected. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the qualifications of such proposed
nominee to serve as a director. No person shall be eligible for election as a
director unless nominated (i) by a shareholder in accordance with the foregoing
procedure or (ii) by the Board of Directors.
 
         Section 4. Removal. A director may be removed in accordance with the
provisions of the Michigan Business Corporation Act.
 
ARTICLE IV
 
Powers, Meeting, and Compensation of Directors
 
         Section 1. Meetings of the Board. A meeting of the Board of Directors
shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected and notice of such meeting need not be
given.
 
         The Board of Directors may, by bylaws or resolution, provide for other
meetings of the Board.
 
         Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board of Directors, President, Executive Vice
President (if one is appointed and serving at such time), Senior Vice President
(if one is appointed and serving at such time), or any two (2) members of the
Board.
 
         Notice of any special meeting of the Board of Directors shall be mailed
to each director, addressed to him at his residence or usual place of business,
at least two (2) days before the day on which the meeting is to be held, or
shall be sent to him at such place by telecopy, or be given personally or by
telephone, not later than the day before the day on which the meeting is to be
held. Every such notice shall state the time and place of the meeting but need
not state the purposes thereof. Notice of any meeting of the Board need not be
given to any director, however, if waived by him in writing or by telephonic
communication whether before or after such meeting is held, or if he shall be
present at such meeting; and any meeting of the Board shall be a legal meeting
without any notice thereof having been given, if all the directors shall be
present thereat.
 
         Meetings of the Board shall be held at the office of the Corporation,
or at such other place, within or without the State of Michigan, as the Board
may determine from time to time and as may be specified in the notice thereof.
Meetings of the Board of Directors may also be held by the utilization of
simultaneous telephonic communications linking all directors present at such
meetings, and all such business conducted via such telephonic communication
shall be considered legally enforceable by the Corporation.
 
         Section 2. Quorum. A majority of the Board of Directors serving in such
capacity shall constitute a quorum for the transaction of business, provided
that whenever less than a quorum is present at the time and place appointed for
any meeting of the Board, a majority of those present may adjourn the meeting
from time to time, without notice other than by announcement at the meeting,
until a quorum shall be present.
 
         Section 3. Action without Meeting. Any action may be authorized or
taken without a meeting in a writing or writings signed by all the directors,
which writing or writings shall be filed with or entered upon the records of the
Corporation.
 
         Section 4. Compensation. The directors shall receive compensation for
their services in an amount fixed by resolution of the Board of Directors.
 
 
 
ARTICLE V
 
Committees
 
         Section 1. Committees. The Board of Directors may by resolution provide
such standing or special committees as it deems desirable, and discontinue the
same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board
of Directors. Vacancies in such committees may be filled by the Board of
Directors.
 
 
 
 
 
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ARTICLE VI
 
Officers
 
         Section 1. General Provisions. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board may from time to time
determine, a Secretary and Treasurer, and, in its discretion, a Chairman of the
Board of Directors and any number of Vice Chairmen of the Board of Directors. If
no Chairman of the Board is elected by the Board of Directors, the President of
the Corporation shall act as presiding officer of the Corporation. The Board of
Directors may from time to time create such offices and appoint such other
officers, subordinate officers and assistant officers as it may determine.
 
         Section 2. Terms of Office. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors and, unless sooner removed by
the Board of Directors, until the regular meeting of the Board of Directors
immediately following their election and until their successors are chosen and
qualified.
 
         A vacancy in any office, however created, may be filled by the Board of
Directors.
 
 
 
ARTICLE VII
 
Duties of Officers
 
         Section 1. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and Board of
Directors and shall have such other powers and duties as may be prescribed by
the Board of Directors or by law.
 
         Section 2. Vice Chairman of the Board. The Vice Chairman of the Board,
if one is elected, shall preside at all meetings of the shareholders and the
Board of Directors, in the absence of the Chairman of the Board. If more than
one Vice Chairman is elected, the Vice Chairman designated by the Board shall
preside at meetings of the shareholders and the Board of Directors, in the
absence of the Chairman of the Board. The Vice Chairman shall have such powers
and duties as may be prescribed by the Board of Directors, or prescribed by the
Chairman of the Board, or by law.
 
         Section 3. President. The President shall exercise supervision over the
business of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors. In the absence of a Chairman of the Board
or if a Chairman of the Board shall not have been elected and a Vice Chairman
shall not have been elected, the President shall preside at meetings of the
shareholders and Board of Directors. He shall have authority to sign all
certificates for shares and all deeds, mortgages, bonds, contracts, notes and
other instruments requiring his signature; and shall have all the powers and
duties prescribed by law and such others as the Board of Directors may from time
to time assign to him.
 
         Section 4. Vice Presidents. The Vice Presidents shall perform such
duties as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board of Directors, the Chairman of the Board or the
President. At the request of the President, or in his absence or disability, the
Vice President, designated by the President (or in the absence of such
designation, the Vice President designated by the Board), shall perform all the
duties of the President, and when so acting, shall have all the powers of the
President. The authority of Vice Presidents to sign in the name of the
Corporation all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments, shall be coordinated with like authority
of the President. Any one or more of the Vice Presidents may be designated as an
"Executive Vice President" or a "Senior Vice President."
 
         Section 5. The Secretary. The Secretary shall issue notices of all
meetings for which notice shall be required to be given, shall keep the minutes
of all meetings, shall have charge of the corporate seal, if any, and corporate
record books, shall cause to be prepared for each meeting of shareholders the
list of shareholders entitled to vote thereat, and shall have such other duties
and powers as may be assigned to or vested in him by the Board of Directors or
the President.
 
         Section 6. The Treasurer. The Treasurer shall have the custody of all
moneys and securities of the Corporation and shall keep adequate and correct
accounts of the Corporation's business transactions, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, stated capital and
shares. The funds of the Corporation shall be deposited in the name of the
Corporation by the Treasurer in such depositories as the Board of Directors may
from time to time designate. The Treasurer shall have such other duties and
powers as may be assigned to or vested in him by the Board of Directors or the
President.
 
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         Section 7. Assistant and Subordinate Officers. The Board of Directors
may elect such assistant and subordinate officers as it may deem desirable. Each
such officer shall hold office during the pleasure of the Board of Directors and
perform such duties as the Board of Directors may prescribe.
 
         The Board of Directors may, from time to time, authorize any officers
to appoint and remove assistant and subordinate officers, to prescribe their
authority and duties, and to fix their compensation.
 
         Section 8. Duties of Officers May be Delegated. In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties of such officer to any other officer, or to any director.
 
 
 
ARTICLE VIII
 
Certificates for Shares
 
         Section 1. Form and Execution. Certificates for shares shall be issued
to each shareholder in such form as shall be approved by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board of Directors or
the President or a Vice President and by the Secretary of the Corporation, which
certificates shall certify the number and class of shares held by the
shareholder in the Corporation, but no certificates for shares shall be
delivered until such shares are fully paid. Any or all of the signatures on the
certificate may be a facsimile. Although any officer of the Corporation whose
manual or facsimile signature is affixed to a share certificate shall cease to
be such officer before the certificate is delivered, such certificate,
nevertheless, shall be effective in all respects when delivered.
 
         Such certificate for shares shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost, mutilated or
destroyed certificates, no transfers of shares shall be entered upon the records
of the Corporation until the previous certificates, if any, given for the same
shall have been surrendered and canceled.
 
         Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, mutilated or destroyed, the Board of Directors
may authorize the issuance of a new certificate in place thereof, upon such
terms and conditions as it may deem advisable. The Board of Directors in it
discretion may refuse to issue such new certificates until the Corporation has
been indemnified by a final order or decree of a court of competent jurisdiction
and may, in it sole discretion, require a bond prior to issuance of any such new
certificate.
 
 
 
ARTICLE IX
 
Fiscal Year
 
         The fiscal year of the Corporation shall end on the 31st day of
December in each year, or on such other day as may be fixed from time to time by
the Board of Directors.
 
 
 
ARTICLE X
 
Indemnification
 
         Section 1. Indemnification. The Corporation shall provide
indemnification to persons who serve or have served as directors, officers,
employees or agents of the Corporation, and to persons who serve or have served
at the request of the Corporation as directors, officers, employees, partners or
agents of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, to the fullest extent
permitted by the Business Corporation Act of Michigan, as the same now exists or
may hereafter be amended. The Corporation shall indemnify each director of this
Corporation, without any determination of whether the director has met the
standard of conduct set forth in Sections 561 and 562 of the Business
Corporation Act of Michigan and without an evaluation of the reasonableness of
expenses and amounts paid in settlement, to the fullest extent permitted by
subsection 564a(5) of the Business Corporation Act of Michigan or any successor
provision of the Business Corporation Act of Michigan.
 
Section 2. Indemnification Contracts. In addition to the indemnification rights
provided by the Restated Articles of Incorporation and these Bylaws, the Board
of Directors is authorized to enter into a contract with any director, officer,
employee or agent of the Corporation, or any person serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
employee benefit plans, and whether for profit or not, providing for
indemnification rights to the fullest extent permitted by the Business
Corporation Act of Michigan, as the same now exists or may hereafter be amended.
 
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         Section 3. Insurance. The Corporation shall maintain insurance to the
extent that it is reasonably available and the premium costs are not
disproportionate to the amount of coverage provided, at its expense, to protect
itself and any such director or officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Business Corporation Act of Michigan.
 
         Section 4. Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article X by the shareholders or the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification.
 
 
 
ARTICLE XI
 
Control Share Acquisitions
 
         Chapter 7B, Sections 790 through 799, of the Michigan Business
Corporation Act, known as the "Stacey, Bennett and Randall shareholder equity
act", does not apply to control share acquisitions of shares of this
Corporation.
 
 
 
ARTICLE XII
 
Amendments
 
         These Bylaws may be altered, amended, or repealed by: (a) the action by
written consent of the shareholders in lieu of a meeting; or (b) the action by
written consent of the Board of Directors in lieu of a meeting; or (c) by an
affirmative vote of a majority of the shareholders or directors at a regular
meeting or at a special meeting called for that purpose.