Restated Articles of Incorporation
 
Article I
 
The name of the corporation is MBT Financial Corp. (hereinafter sometimes
referred to as the "Corporation").
 
 
 
Article II
 
The purpose of purposes for which the Corporation is formed is to engage in any
activity within the purposes for which corporations may be organized under the
Business Corporation Act of Michigan. The Corporation will be registered as a
bank holding company under the Bank Holding Company Act of 1956, being U.S.C.
sections 1841 to 1850.
 
 
 
Article III
 
The total authorized capital stock of the corporation is thirty million
(30,000,000) common shares, all without par value.
 
 
 
Article IV
 
The affirmative vote of the holders of at least two-thirds (66 2/3%) of the
outstanding common shares of the Corporation shall be required to approve the
consolidation or merger of the Corporation with any other corporation; provided
that no shareholder approval will be required for the merger of a subsidiary
corporation into the Corporation, where the Corporation owns 90% or more of the
outstanding shares of the subsidiary corporation, unless shareholder approval is
otherwise required by the Business Corporation Act of Michigan.
 
 
 
Article V
 
The address and mailing address of the current registered office of the
Corporation is 102 East Front Street, Monroe, Michigan 48161. The name of the
current resident agent is Ronald D. LaBeau.
 
 
 
Article VI
 
All of the powers of this Corporation, insofar as the same may be lawfully
vested by these Articles of Incorporation, are hereby vested in and conferred
upon the Board of Directors of this Corporation. In furtherance and not in
limitation thereof, the Board of Directors is expressly authorized:
 
         (a)  to set apart out of any of the funds of the Corporation available
              for dividends a reserve or reserves for any proper purpose and to
              abolish any such reserve in the manner in which it was created.
 
         (b)  To designate one or more committees, each committee to consist of
              one or more of the directors of the Corporation. The Board of
              Directors may designate one or more directors as alternate members
              of any committee, who may replace any absent or disqualified
              member at any meeting of the committee.
 
 
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Article VII
 
Election of directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.
 
 
 
Article VIII
 
Any action required or permitted by the Business Corporation Act to be taken at
an annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if consents in writing, setting forth
the action so taken, are signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take the action at a meeting at which all shares entitled to vote on the action
were present and voted. The written consents shall bear the date of signature of
each shareholder who signs the consent. No written consents shall be effective
to take corporate action referred to unless, within 60 says after the record
date for determining shareholders entitled to express consent to or to dissent
from a proposal without a meeting, written consents dated not more than 10 days
before the record date and signed by a sufficient number of shareholders to take
action are delivered to the Corporation. Delivery shall be to the Corporation's
registered office, its principal place of business, or an officer or agent of
the Corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to the Corporation's registered office shall be by
hand or by certified or registered mail, return receipt requested.
 
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to the shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.
 
Article IX
 
         (a)  A director of this Corporation shall not be liable to the
              Corporation or its shareholders for money damages for any action
              taken or any failure to take any action as a director, except
              liability for: (i) the amount of a financial benefit received by a
              director to which he or she is not entitled; (ii) intentional
              infliction of harm on the Corporation or its shareholders; (iii) a
              violation of Section 551 of the Business Corporation Act of
              Michigan; or (iv) an intentional criminal act. No amendment to or
              repeal of this Article IX (a) shall apply to, or have any effect
              on, the liability or alleged liability of any director of the
              Corporation for or with respect to any acts or missions of such
              director occurring prior to such amendment or repeal.
 
         (b)  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.
 
 
 
These Restated Article of Amendment were duly adopted on February 17, 2000, in
accordance with the provision of Section 642 of the Business Corporation Act and
were duly adopted by the written consent of all the shareholders entitled to
vote in accordance with Section 407(2) of the Act.
 
Signed: May 8, 2000
 
By: /s/ Ronald D. LaBeau
Ronald D. LaBeau, President
 
By: /s/ Thomas J. Bruck
Thomas J. Bruck, Secretary