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ARTICLES OF AMENDMENT
OF THE
RESTATED ARTICLES OF INCORPORATION
OF
NATIONAL CITY BANCSHARES, INC.
In compliance with the requirements of the Indiana Business
Corporation Law, as amended (the "IBCL"), National City Bancshares, Inc., an
Indiana corporation (the "Corporation"), desiring to amend its Restated Articles
of Incorporation, hereby certifies as follows:
ARTICLE I
AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
SECTION 1. The name of the Corporation prior to the amendment effected
hereby is National City Bancshares, Inc.
SECTION 2. Article I of the Restated Articles of Incorporation of the
Corporation is hereby amended so that, as amended, such Article I shall read in
its entirety as follows:
"ARTICLE I Name The name of the Corporation is Integra Bank
Corporation."
SECTION 3. The effective date of the amendment hereby effected shall
be the date of filing of these Articles of Amendment with the office of the
Secretary of State of the State of Indiana.
ARTICLE II
MANNER OF ADOPTION AND VOTE
SECTION 1. The amendment was approved by the Board of Directors of the
Corporation on December 15, 1999, by resolution duly adopted. The Common Stock
of the Corporation is the only class of capital stock outstanding and entitled
to vote on the amendment. At the annual meeting of shareholders of the
Corporation held on May 17, 2000, there were 17,454,498 shares of Common Stock
outstanding and entitled to vote and 12,387,160 shares were represented at the
meeting. Accordingly, a quorum was present. Of the shares of Common Stock
represented at the meeting, 11,499,203 shares were voted for the amendment,
which vote was sufficient for approval of the amendment.
SECTION 2. The manner of the adoption of the foregoing amendment
constitutes full legal compliance with the provisions of the IBCL and the
Corporation's Restated Articles of Incorporation and By-Laws.
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IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed on its behalf by the undersigned duly authorized officer
on May 17, 2000.
NATIONAL CITY BANCSHARES, INC.
By /s/ James E. Adams
--------------------------------
Name: James E. Adams
Title: Executive Vice President,
Chief Financial Officer
and Secretary
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