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EXHIBIT 3.2

      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.

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            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 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.

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            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 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.

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            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.

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      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.

      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

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      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.

            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.

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      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.

            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.