<PAGE>
EXHIBIT 4.1
File Number 5402-776-1
--------------
[LOGO]
WHEREAS, ARTICLES OF INCORPORATION OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT
OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, JIM EDGAR, SECRETARY OF STATE OF THE STATE OF ILLINOIS, BY
VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE AND
ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.
IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE AFFIXED THE
GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF SPRINGFIELD,
THIS 31ST DAY OF OCTOBER A.D. 1985 AND OF THE INDEPENDENCE OF
[SEAL] THE UNITED STATES THE TWO HUNDRED AND 10TH.
/s/ Jim Edgar
------------------
SECRETARY OF STATE
<PAGE>
BCA-2.10 (REV. JUL. 1984) FILE #
JIM EDGAR ----------------------
SUBMIT IN DUPLICATE SECRETARY OF STATE THIS SPACE FOR USE BY
-------------------------- STATE OF ILLINOIS SECRETARY OF STATE
PAYMENT MUST BE MADE BY
CERTIFIED CHECK, CASHIERS' ARTICLES OF INCORPORATION DATE 10-31-85
CHECK OR A MONEY ORDER,
PAYABLE TO "SECRETARY OF LICENSE FEE $ .50
STATE". FRANCHISE TAX $ 25.00
DO NOT SEND CASH! FILING FEE $ 75.00
-------------------------- -------
CLERK [ILLEGIBLE]
$100.50
----------------------
Pursuant to the provisions of "The Business Corporation Act of 1983",
the undersigned incorporator(s) hereby adopt the following Articles
of Incorporation.
ARTICLE ONE The name of the corporation is FIRST NATIONAL BANCORP, INC.
------------------------------------
(SHALL CONTAIN THE WORD "CORPORATION", "COMPANY", "INCORPORATED",
-------------------------------------------------------------------
"LIMITED", OR AN ABBREVIATION THEREOF)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent C T CORPORATION SYSTEM
--------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office c/o C T CORPORATION SYSTEM, 208 S. La Salle Street
--------------------------------------------------
NUMBER STREET SUITE # (A P.O. BOX ALONE
IS NOT ACCEPTABLE)
Chicago 60604 Cook
--------------------------------------------------
CITY ZIP CODE COUNTY
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
IF NOT SUFFICIENT SPACE TO COVER THIS POINT,
ADD ONE OR MORE SHEETS OF THIS SIZE.
The transaction of any or all lawful businesses for which corporations
may be incorporated under the Illinois Business Corporation Act.
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
<TABLE>
<CAPTION>
CLASS *PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED
----------------------------------------------------------------
<S> <C> <C>
Common $10.00 100
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
</TABLE>
Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
IF NOT SUFFICIENT SPACE TO COVER THIS POINT,
ADD ONE OR MORE SHEETS OF THIS SIZE.
ARTICLE FIVE The number of shares to be issued initially, and the consideration
to be received by the corporation therefor, are:
<TABLE>
<CAPTION>
*PAR VALUE NUMBER OF SHARES CONSIDERATION TO BE
CLASS PER SHARE PROPOSED TO BE ISSUED RECEIVED THEREFOR
-----------------------------------------------------------------
<S> <C> <C> <C>
Common $10.00 100 $ 1,000.00
-----------------------------------------------------------------
$
-----------------------------------------------------------------
$
-----------------------------------------------------------------
$
-----------------------------------------------------------------
TOTAL $ 1,000.00
==================
</TABLE>
*A declaration as to a "par value" is optional. This space may be marked "n/a"
when no reference to a par value is desired.
<PAGE>
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is ____________________, and the
names and addresses of the persons who are to serve as
directors until the first annual meeting of shareholders or
until their successors be elected and qualify are:
NAME RESIDENTIAL ADDRESS
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all property to be
owned by the corporation for the following year wherever
located will be: $_____________________
(b) It is estimated that the value of the property to be
located within the State of Illinois during the
following year will be: $_____________________
(c) It is estimated that the gross amount of business which
will be transacted by the corporation during the
following year will be: $_____________________
(d) It is estimated that the gross amount of business which
will be transacted from places of business in the State
of Illinois during the following year will be:
$_____________________
ARTICLE EIGHT OTHER PROVISIONS
ATTACH A SEPARATE SHEET OF THIS SIZE FOR ANY OTHER PROVISION
TO BE INCLUDED IN THE ARTICLES OF INCORPORATION, E.G.,
AUTHORIZING PRE-EMPTIVE RIGHTS; DENYING CUMULATIVE VOTING;
REGULATING INTERNAL AFFAIRS; VOTING MAJORITY REQUIREMENTS;
FIXING A DURATION OTHER THAN PERPETUAL; ETC.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation
are true.
Dated October 25 , 1985
---------------------- ---
<TABLE>
<CAPTION>
SIGNATURES AND NAMES POST OFFICE ADDRESS
<S> <C>
1. /s/ Anthony J. Poli 1. 815 Superior Avenue, N.E.
------------------------------ -------------------------------
SIGNATURE STREET
Anthony J. Poli Cleveland, Ohio 44114
------------------------------ -------------------------------
NAME (PLEASE PRINT) CITY/TOWN STATE ZIP
2. /s/ John L. Morrissey 2. 815 Superior Avenue, N.E.
------------------------------ -------------------------------
SIGNATURE STREET
John L. Morrissey Cleveland, Ohio 44114
------------------------------ -------------------------------
NAME (PLEASE PRINT) CITY/TOWN STATE ZIP
3. /s/ Gil S. Apelis 3. 815 Superior Avenue, N.E.
------------------------------ -------------------------------
SIGNATURE STREET
Gil S. Apelis Cleveland, Ohio 44114
------------------------------ -------------------------------
NAME (PLEASE PRINT) CITY/TOWN STATE ZIP
</TABLE>
(SIGNATURES MUST BE IN INK ON ORIGINAL DOCUMENT. CARBON COPY, XEROX OR RUBBER
STAMP SIGNATURES MAY ONLY BE USED ON CONFORMED COPIES)
NOTE: If a corporation acts as incorporator, the name of the corporation and
the state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its
Secretary or an Assistant Secretary.
Form BCA-2.10
File No. ________________________________
===============================================================================
ARTICLES OF INCORPORATION
FILED
OCT 31, 1985
JIM EDGAR
SECRETARY OF STATE
FEE SCHEDULE
The following fees are required to be paid at the time of issuing the
Certificate of Incorporation: FILING FEE $75.00; INITIAL LICENSE FEE of
1/20th of 1% of the consideration to be received for initial issued shares
(SEE ART 5), MINIMUM $.50; INITIAL FRANCHISE TAX of 1/10th of 1% of the
consideration to be received for Initial Issued shares (SEE ART 5) MINIMUM
$25.00.
EXAMPLES OF TOTAL DUE
<TABLE>
<CAPTION>
Consideration to TOTAL
be Received DUE*
-----------------------------------------------------------------------------
<S> <C>
up to $1,000 $100.50
-----------------------------------------------------------------------------
$ 5,000 $102.50
-----------------------------------------------------------------------------
$ 10,000 $105.00
-----------------------------------------------------------------------------
$ 25,000 $112.50
-----------------------------------------------------------------------------
$ 50,000 $150.00
-----------------------------------------------------------------------------
$100,000 $225.00
-----------------------------------------------------------------------------
</TABLE>
* Includes Filing Fee + License Fee + Franchise Tax
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone (217) 782-6961
===============================================================================
<PAGE>
File Number 5402 776 1
------------
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF FIRST
NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, JIM EDGAR, SECRETARY OF STATE OF THE STATE OF ILLINOIS, BY
VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE
AND ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.
IN TESTIMONY WHEREOF, THERETO SET MY HAND AND CAUSE TO BE OFFERED THE
GREAT SEAL OF THE STATE OF ILLINOIS, AT THE
CITY OF SPRINGFIELD, THIS 11TH DAY OF
FEBRUARY A.D. 1986 AND OF THE INDEPENDENCE
OF THE UNITED STATES THE TWO HUNDRED AND 10TH.
[SEAL]
/s/ Jim Edgar
------------------
SECRETARY OF STATE
<PAGE>
BCA-10.30 (REV. JUL. 1984) FILE # 5402-776
JIM EDGAR ---------------------
SUBMIT IN DUPLICATE SECRETARY OF STATE THIS SPACE FOR USE BY
STATE OF ILLINOIS SECRETARY OF STATE
REMIT PAYMENT IN CHECK OR MONEY
ORDER, PAYABLE TO "SECRETARY OF ARTICLES OF AMENDMENT DATE 2-11-86
STATE".
DO NOT SEND CASH! LICENSE FEE $
FRANCHISE TAX $75
FILING FEE $
CLERK R.H.
---------------------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is First National Bancorp, Inc.
_____________________________________________________ (NOTE 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on January 30, 1986 in the manner indicated below.
("X" ONE BOX ONLY.)
/X/ By a majority of the incorporators, provided no directors
were named in the articles of incorporation and no directors
have been elected; or by a majority of the board of directors,
in accordance with Section 10.10, the corporation having issued
no shares as of the time of adoption of this amendment;
(NOTE 2)
/ / By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment; (NOTE 3)
/ / By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted
and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes
required by statute and by the articles of incorporation were
voted in favor of the amendment; (NOTE 4)
/ / By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors having been duly
adopted and submitted to the shareholders. A consent in writing
has been signed by shareholders having not less than the
minimum number of votes required by statute and by the articles
of incorporation. Shareholders who have not consented in
writing have been given notice in accordance with Section 7.10;
(NOTE 4)
/ / By the shareholders, in accordance with Sections 10.20 and
7.10, a resolution of the board of directors have been duly
adopted and submitted to the shareholders. A consent in writing
has been signed by all the shareholders entitled to vote on
this amendment. (NOTE 4)
(INSERT AMENDMENT)
(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS: RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
No change.
--------------------------------------------------------------------------------
(NEW NAME)
ALL CHANGES OTHER THAN NAME, INCLUDE ON PAGE 2
(OVER)
<PAGE>
PAGE 2
RESOLUTION
Resolve that the Articles of Incorporation be amended t read as follows:
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
Class Par Value per share Number of Shares
$10.00 Authorized
Common 1,000,000
Paragraph 2: The special or relative rights in respect of
the shares of the corporation are as set forth
in the attached Exhibit A made a part hereof:
<PAGE>
PAGE 3
ARTICLE THREE The manner, if not set forth in the amendment, in which
any exchange, reclassification or cancellation of issued
shares, or a reduction of the number of authorized shares of
any class below the number of issued shares of that class,
provided for or effected by this amendment, is as follows:
(IF NOT APPLICABLE, INSERT "NO CHANGE")
No change.
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in
which said amendment effects a change in the amount of
paid-in capital* is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
No change.
(b) The amount of paid-in capital* as changed by this
amendment is as follows: (IF NOT APPLICABLE, INSERT
"NO CHANGE")
No change.
<TABLE>
<CAPTION>
Before Amendment After Amendment
<S> <C> <C>
Paid-in Capital $_______________ $______________
</TABLE>
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirm, under penalties of
perjury, that the facts stated herein are true.
Dated January 30th, 1986 First National Bancorp, Inc.
---------------------------------
(EXACT NAME OF CORPORATION)
attested by /s/ Anthony J. Poli by /s/ John L. Morrissey
---------------------- -------------------------------
Anthony J. Poli, Incorporator John L. Morrissey, Incorporator
----------------------------- -------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
/s/ Gil S. Apelis
-----------------------
Gil S. Apelis, Incorporator
---------------------------
* "PAID-IN CAPITAL" REPLACES THE TERMS STATED CAPITAL AND PAID-IN SURPLUS AND
IS EQUAL TO THE TOTAL OF THESE ACCOUNTS.
<PAGE>
PAGE 4
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any
shares have been issued and before any directors have been named or
elected. (Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to
Section 5.15 is also filed;
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
word or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) to restate the articles of incorporation as
currently amended. (Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve
the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(EITHER ANNUAL OR SPECIAL) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (BUT IF CLASS VOTING APPLIES, THEN
ALSO AT LEAST A 2/3 VOTE WITHIN EACH CLASS IS REQUIRED).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitles to vote and not less than
a majority within each class when class voting applies. (Section 10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders
must be given notice of the proposed amendment at least 5 days before
the consent is signed. If the amendment is adopted, shareholders who
have not signed the consent must be promptly notified of the passage
of the amendment. (Sections 7.10 & 10.20)
FORM BCA-10.30
File No. ________________________________
==============================================================================
ARTICLES OF AMENDMENT
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
FILED
[ILLEGIBLE]
JIM EDGAR
SECRETARY OF STATE
PAID
FEB 19 1986
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217 -- 782-6961
===============================================================================
<PAGE>
Exhibit A
Article IV, Paragraph 2
Pre-emptive rights
(A) The holders of the shares of any class other than shares which
are limited as to dividend rate and liquidation price shall, upon the
offering or sale for cash of shares of the same class, have the right, during
a reasonable time and on reasonable terms fixed by the directors, to purchase
such shares in proportion to their respective holdings of shares of such
class, at a price fixed by the Board, unless the shares offered or sold are:
(1) Issued as a share dividend;
(2) Issued or agreed to be issued for considerations other than
money;
(3) Issued or agreed to be issued upon exercise of options granted
and authorized in accordance with The Business Corporation Act.
(4) Offered to shareholders in satisfaction of their pre-emptive
rights and not purchased by such shareholders, and thereupon issued or agreed
to be issued for a consideration not less than that at which such shares were
so offered to such shareholders, less reasonable expenses, compensation, or
discount paid or allowed for the sale, underwriting, or purchase of such
shares, unless by the affirmative vote or written order of the holders of
two-thirds of the shares otherwise entitled to such pre-emptive rights, the
pre-emptive rights are restored as to any of such shares not theretofore
issued or agreed to be issued;
(5) Released from pre-emptive rights by the affirmative vote or
written consent of the holders of two-thirds of the shares entitled to such
pre-emptive rights. Any such vote or consent shall be entered in the records
of the corporation and shall be binding on all shareholders and their
transferees for the time specified in such vote or consent up to but not
exceeding one year, and shall protect all persons who within such time
acquire the shares or options on or conversion or other rights with respect
to the shares so released;
(6) Released from pre-emptive rights by the affirmative vote or
written consent of the holders of a majority of the shares entitled to such
pre-emptive rights, for offering and sale, or the grant of options with
respect thereto, to any or all employees of the corporation or of subsidiary
corporations or to a trustee on their behalf, under a plan adopted or to be
adopted by the directors for that purpose.
(B) No action shall be brought upon any cause of action arising
under division (A) of this section at any time after two years from the day
on which a written notice or other communication is given or mailed to each
shareholder having such a cause of action informing the shareholder of the
transaction giving rise thereto, and no action shall in any event be brought
upon any such cause of action at any time after four years from the day on
which such cause of action arose, or from the effective date of this
provision, whichever is the later.
<PAGE>
File Number 5402 776 1
[LOGO]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT
OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, JIM EDGAR, SECRETARY OF STATE OF THE STATE OF ILLINOIS, BY
VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE
AND ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.
IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE AFFIXED THE
GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF
SPRINGFIELD, THIS 9TH DAY OF MARCH AD 1988, AND OF THE
INDEPENDENCE OF THE UNITED STATES THE TWO HUNDRED AND 12TH.
/s/ Jim Edgar
------------------
SECRETARY OF STATE
<PAGE>
BCA-10.30 (REV. JUL. 1984) FILE # 5402-
JIM EDGAR ----------------------
SUBMIT IN DUPLICATE SECRETARY OF STATE THIS SPACE FOR USE BY
-------------------------------- STATE OF ILLINOIS SECRETARY OF STATE
REMIT PAYMENT IN CHECK OR MONEY
ORDER, PAYABLE TO "SECRETARY OF DATE 3/9/88
STATE". ARTICLES OF AMENDMENT
DO NOT SEND CASH! LICENSE FEE $
FRANCHISE TAX $
FILING FEE $25.00
CLERK HC
----------------------
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is First National Bancorp, Inc.
_________________________________________________________(NOTE 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on March 8, 1988 in the manner indicated below.
("X" ONE BOX ONLY.)
/ / By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected; or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued no
shares as of the time of adoption of this amendment; (NOTE 2)
/ / By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment; (NOTE 3)
/X/ By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted
and submitted to the shareholders. At a meeting of
shareholders, not less than the minimum number of votes required
by statute and by the articles of incorporation were voted in
favor of the amendment; (NOTE 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has
been signed by shareholders having not less than the minimum
number of votes required by statute and by the articles of
incorporation. Shareholders who have not consented in writing
have been given notice in accordance with Section 7.10; (NOTE 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors have been duly adopted
and submitted to the shareholders. A consent in writing has
been signed by all the shareholders entitled to vote on this
amendment. (NOTE 4)
(INSERT AMENDMENT)
(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS:
RESOLVED, THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
That Paragraph 1 of Article Four of the Articles of Incorporation shall be
amended to read as follows:
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
<TABLE>
<CAPTION>
PAR VALUE NUMBER OF SHARES
CLASS PER SHARE AUTHORIZED
<S> <C> <C>
Common $10.00 per share 1,250,000
</TABLE>
------------------------------------------------------------------------------
(NEW NAME)
ALL CHANGES OTHER THAN NAME, INCLUDE ON PAGE 2
(OVER)
<PAGE>
PAGE 2
RESOLUTION
<PAGE>
PAGE 3
ARTICLE THREE The manner, if not set forth in the amendment, in which
any exchange, reclassification or cancellation of issued
shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that
class, provided for or effected by this amendment, is as
follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
No change
ARTICLE FOUR (a) The manner, if not set forth in the amendment, in
which said amendment effects a change in the amount of
paid-in capital* is as follows: (IF NOT APPLICABLE, INSERT
"NO CHANGE")
No change
(b) The amount of paid-in capital* as changed by this
amendment is as follows: (IF NOT APPLICABLE, INSERT "NO
CHANGE")
No change
<TABLE>
<CAPTION>
BEFORE AMENDMENT AFTER AMENDMENT
<S> <C> <C>
PAID-IN CAPITAL $ $
--------------- --------------
</TABLE>
The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirm, under penalties of
perjury, that the facts stated herein are true.
Dated March 8, 1988 FIRST NATIONAL BANCORP, INC.
---------------------------------
(EXACT NAME OF CORPORATION)
attested by /s/ Albert G. D'Ottavio by /s/ Kevin T. Reardon
------------------------------- -------------------------------
(SIGNATURE OF SECRETARY) (SIGNATURE OF PRESIDENT)
Albert G. D'Ottavio Kevin T. Reardon
------------------------------- -------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
* "PAID-IN CAPITAL" REPLACES THE TERMS STATED CAPITAL AND PAID-IN SURPLUS AND
IS EQUAL TO THE TOTAL OF THESE ACCOUNTS.
<PAGE>
PAGE 4
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records
of the office of the Secretary of State, BEFORE any amendments
herein reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any
shares have been issued and before any directors have been named or
elected. (Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to
Section 5.15 is also filed;
(c) to split the issued whole shares and unissued authorized
shares by multiplying them by a whole number, so long as no
class or series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
word or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05,
(f) to restate the articles of incorporation as currently amended.
(Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve
the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(EITHER ANNUAL OR SPECIAL) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (BUT IF CLASS VOTING APPLIES,
THEN ALSO AT LEAST A 2/3 VOTE WITHIN EACH CLASS IS REQUIRED).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less
than a majority of the outstanding shares entitles to vote and not
less than a majority within each class when class voting applies.
(Section 10.20)
NOTE 5: When shareholder approval is by written consent, all shareholders
must be given notice of the proposed amendment at least 5 days
before the consent is signed. If the amendment is adopted,
shareholders who have not signed the consent must be promptly
notified of the passage of the amendment. (Sections 7.10 & 10.20)
FORM BCA - 10.30
File No. ________________________________
===============================================================================
ARTICLES OF AMENDMENT
Filing Fee $25.00
Filing Fee for Re-Stated Articles $100.00
FILED
MAR 9 1988
JIM EDGAR
SECRETARY OF STATE
RETURN TO:
Corporation Department
Secretary of State
Springfield, Illinois 62756
Telephone 217 - 782-6961
===============================================================================
<PAGE>
FILE NUMBER 5402-776-1
----------------
[LOGO]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF
ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, GEORGE H. RYAN, SECRETARY OF STATE OF THE STATE OF ILLINOIS,
BY VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE
AND ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.
IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE AFFIXED THE
GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF SPRINGFIELD,
THIS 19TH DAY OF NOVEMBER A.D. 1992 AND OF THE INDEPENDENCE OF
[SEAL] THE UNITED STATES THE TWO HUNDRED AND 17TH.
/s/ George H. Ryan
------------------
SECRETARY OF STATE
<PAGE>
<TABLE>
<S> <C> <C>
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1991) FILED FILE # 5402-776-1
----------------------------------------------------------------------------------------------------------
George H. Ryan
Secretary of State SUBMIT IN DUPLICATE
Department of Business Services NOV 19 1992
Springfield, IL 62756 --------------------------
Telephone (217) 782-6961 GEORGE H. RYAN THIS SPACE FOR USE BY
SECRETARY OF STATE SECRETARY OF STATE
----------------------------------------- DATE 11-19-92
PAID FRANCHISE TAX $
Remit payment in check or money FILING FEE $25.00
order, payable to "Secretary of State." PENALTY $
NOV 20 1992
APPROVED: MO
-----------------------------------------------------------------------------------------------------------
</TABLE>
1. CORPORATE NAME: First National Bancorp, Inc.
-----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on March 12, 1991 19____ in the manner indicated below. ("X" one box
only)
/ / By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the
time of adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a resolution
of the board of directors having been duly adopted and submitted to
the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given notice
in accordance with Section 7.10;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
N/A
--------------------------------------------------------------------------------
(NEW NAME)
ALL CHANGES OTHER THAN NAME, INCLUDE ON PAGE 2
(OVER)
<PAGE>
RESOLUTION
RESOLVED, THAT PARAGRAPH 1 OF ARTICLE FOUR OF THE ARTICLES OF INCORPORATION
SHALL BE AMENDED TO READ AS FOLLOWS:
"Article Four, Paragraph 1: The authorized shares are:
<TABLE>
<CAPTION>
Class Par Value Per Share Number of Shares Authorized
----- ------------------- ---------------------------
<S> <C> <C>
Common $10.00 1,750,000"
</TABLE>
<PAGE>
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of
any class below the number of issued shares of that class, provided
for or effected by this amendment, is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
N/A
4. (a) The manner in which said amendment effects a change in the amount
of paid-in capital (Paid-in capital replaces the terms Stated Capital
and Paid-in Surplus and is equal to the total of these accounts) is
as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
N/A
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (IF NOT
APPLICABLE, INSERT "NO CHANGE")
N/A
Before Amendment After Amendment
Paid-in Capital $_______________ $______________
(COMPLETE EITHER ITEM 5 OR 6 BELOW)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated September 22 19 92 First National Bancorp, Inc.
----------------------------- ------ ------------------------------
attested by /s/ Albert G. D'Ottavio by /s/ Albert G. D'Ottavio
-------------------------------- ---------------------------
(SIGNATURE OF SECRETARY (SIGNATURE OF PRESIDENT
OR ASSISTANT SECRETARY) OR VICE PRESIDENT)
Albert G. D'Ottavio, Secretary Albert G. D'Ottavio, President
-------------------------------- ------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
6. If amendment is authorized by the incorporators, the incorporators must
sign below.
OR
If amendment is authorized by the directors and there are no officers,
then a majority of the directors or such directors as may be designated
by the board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated____________________________, 19_____
__________________________________________ ________________________________
__________________________________________ ________________________________
__________________________________________ ________________________________
__________________________________________ ________________________________
<PAGE>
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State. BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any
shares have been issued and before any directors have been named or
elected. (Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only
six instances, as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation:
(b) to remove the name and address of the initial registered agent
and registered office, provided a statement pursuant to Section
5.10 is also filed:
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar
word or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05.
(f) to restate the articles of incorporation as currently amended.
(Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve
the amendment.
Shareholder approval may be (1) by vote at a shareholders' meeting
(EITHER ANNUAL OR SPECIAL) or (2) by consent, in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (BUT IF CLASS VOTING APPLIES, THEN
ALSO AT LEAST A 2/3 VOTE WITHIN EACH CLASS IS REQUIRED).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than
a majority of the outstanding shares entitled to vote and not less
than a majority within each class when class voting applies.
(Section 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be
given notice of the proposed amendment at least 5 days before the
consent is signed. If the amendment is adopted, shareholders who
have not signed the consent must be promptly notified of the passage
of the amendment. (Sections 7.10 & 10.20)
<PAGE>
File Number 5402-776-1
-------------------
[LOGO]
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT
OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, GEORGE H. RYAN, SECRETARY OF STATE OF THE STATE OF ILLINOIS,
BY VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS CERTIFICATE
AND ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID CORPORATION.
IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE AFFIXED
THE GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF
SPRINGFIELD, THIS 29TH DAY OF JUNE A.D. 1994 AND OF
[SEAL] THE INDEPENDENCE OF THE UNITED STATES THE TWO HUNDRED
AND 18TH.
/s/ George H. Ryan
-------------------
SECRETARY OF STATE
<PAGE>
<TABLE>
<CAPTION>
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1991) File # 5402-176-1
----------------------------------------------------------------------------------------------
<S><C>
George H. Ryan SUBMIT IN DUPLICATE
Secretary of State ----------------------
Department of Business Services THIS SPACE FOR USE BY
Springfield, IL 62756 SECRETARY OF STATE
Telephone (217) 782-6961 FILED PAID
DATE 6-29-94
-------------------------------------- JUN 29 1994 JUN 29 1994
FRANCHISE TAX $
Remit payment in check or money GEORGE H. RYAN FILING FEE $ 25
order payable to "Secretary of State." SECRETARY OF STATE PENALTY $
APPROVED: BV
-------------------------------------------------------------------------------------------
</TABLE>
1. CORPORATE NAME: First National Bancorp, Inc.
-------------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION:
The following amendment of the Articles of Incorporation was adopted
on March 8, 1994 in the manner indicated below. ("X" one box only)
/ / By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
or by a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of adoption
of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.15, shares having been issued by shareholder action not being
required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given notice
in accordance with Section 7.10;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 4)
(INSERT AMENDMENT)
(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS
RESOLVED, THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
--------------------------------------------------------------------------------
(NEW NAME)
EXPEDITED
JUN 29,1994
SECRETARY OF STATE
ALL CHANGES OTHER THAN NAME, INCLUDE ON PAGE 2
(OVER)
<PAGE>
RESOLUTION
That Paragraph One of Article Four of the Articles of Incorporation be
amended to read as follows:
Article Four Paragraph One: The authorized shares are:
<TABLE>
<CAPTION>
PAR VALUE NUMBER OF SHARES
--------- ----------------
CLASS PER SHARE AUTHORIZED
----- --------- ----------------
<S> <C> <C>
Common $10.00 per share 2,750,000
Preferred none 1,000,000
</TABLE>
Paragraph Two: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the shares of
each class are:
Any and all of the series of such preferred class and the variations
in the relative rights and references shall be fixed and determined
by a resolution of the Board of Directors.
That Paragraph One be added to Article Eight of the Articles of
Incorporation as follows:
Article Eight Paragraph One: The Directors of the Corporation shall not
be liable to the Corporation or to the shareholders of the Corporation for
monetary damages for breach of fiduciary duties as a Director, provided that
this provision shall not eliminate or limit the liability of the Director (i)
for any breach of the Director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law, (iii) under Section
8.65 of the Illinois Business Corporation Act or (iv) for any transaction
from which the Director derived an improper personal benefit.
<PAGE>
3. The manner in which any exchange, reclassification or cancellation of
issued shares, or a reduction of the number of authorized shares of any
class below the number of issued shares of that class, provided for or
effected by this amendment is as follows: (IF NOT APPLICABLE, INSERT
"NO CHANGE")
No change
4. (a) The manner in which said amendment effects a change in the amount of
paid-in capital (Paid-in capital replaces the terms Stated Capital and
Paid-in Surplus and is equal to the total of these accounts) is as
follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
No change
Before Amendment After Amendment
Paid-in Capital $ $
________________ _______________
(COMPLETE EITHER ITEM 5 OR 6 BELOW)
5. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated June 28, 1994 First National Bancorp, Inc.
----------------------------
(EXACT NAME OF CORPORATION)
attested by /s/ Albert G. D'Ottavio by /s/ Albert G. D'Ottavio
------------------------------ -------------------------------
(SIGNATURE OF SECRETARY OR (SIGNATURE OF PRESIDENT
Albert G. D'Ottavio Albert G. D'Ottavio
------------------------------ ------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
6. If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the
board, must sign below.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated , 19
____________________ ____
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
____________________________ ______________________________
<PAGE>
NOTES AND INSTRUCTIONS
NOTE 1: State the true exact corporate name as it appears on the records of
the office of the Secretary of State, BEFORE any amendments herein
reported.
NOTE 2: Incorporators are permitted to adopt amendments ONLY before any shares
have been issued and before any directors have been named or elected.
(Section 10.10)
NOTE 3: Directors may adopt amendments without shareholder approval in only six
instances/as follows:
(a) to remove the names and addresses of directors named in the
articles of incorporation;
(b) to remove the name and address of the initial registered agent and
registered office, provided a statement pursuant to Section 5.10
is also filed;
(c) to split the issued whole shares and unissued authorized shares
by multiplying them by a whole number, so long as no class or
series is adversely affected thereby;
(d) to change the corporate name by substituting the word
"corporation", "incorporated", "company", "limited", or the
abbreviation "corp.", "inc.", "co.", or "ltd." for a similar word
or abbreviation in the name, or by adding a geographical
attribution to the name;
(e) to reduce the authorized shares of any class pursuant to a
cancellation statement filed in accordance with Section 9.05.
(f) to restate the articles of incorporation as currently amended.
(Section 10.15)
NOTE 4: All amendments not adopted under Section 10.10 or Section 10.15
require (1) that the board of directors adopt a resolution setting
forth the proposed amendment and (2) that the shareholders approve the
amendment.
Shareholder approval may be (1) by vote at a Shareholders' meeting
(EITHER ANNUAL OR SPECIAL) or (2) by consent in writing, without a
meeting.
To be adopted, the amendment must receive the affirmative vote or
consent of the holders of at least 2/3 of the outstanding shares
entitled to vote on the amendment (BUT IF CLASS VOTING APPLIES,
THEN ALSO AT LEAST A 2/3 VOTE WITHIN EACH CLASS IS REQUIRED).
The articles of incorporation may supercede the 2/3 vote requirement
by specifying any smaller or larger vote requirement not less than a
majority of the outstanding shares entitled to vote and not less than
a majority within each class when class voting applies. (Section 10.20)
NOTE 5: When shareholder approval is by consent, all shareholders must be given
notice of the proposed amendment at least 5 days before the consent is
signed. If the amendment is adopted, shareholders who have not signed
the consent must be promptly notified of the passage of the amendment.
(Sections 7.10 & 10.20)
<PAGE>
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, STATEMENT OF RESOLUTION ESTABLISHING SERIES OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAS BEEN FILED IN THE
OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT
OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
NOW THEREFORE, I, GEORGE H. RYAN, SECRETARY OF STATE OF THE STATE OF
ILLINOIS, BY VIRTUE OF THE POWERS VESTED IN ME BY LAW, DO HEREBY ISSUE THIS
CERTIFICATE AND ATTACH HERETO A COPY OF THE APPLICATION OF THE AFORESAID
CORPORATION.
IN TESTIMONY WHEREOF, I HERETO SET MY HAND AND CAUSE TO BE
AFFIXED THE GREAT SEAL OF THE STATE OF ILLINOIS, AT THE CITY OF
[SEAL] SPRINGFIELD, THIS 2ND DAY OF DECEMBER A.D. 1996 AND OF THE
INDEPENDENCE OF THE UNITED STATES THE TWO HUNDRED AND 21ST
/s/ George H. Ryan
------------------
SECRETARY OF STATE
<PAGE>
Form BCA-6.10 STATEMENT OF RESOLUTION
(Rev. Jan. 1995) ESTABLISHING SERIES File # 5402-776-1
------------------------------------------------------------------------------
George H. Ryan
Secretary of State FILED SUBMIT IN DUPLICATE
Department of Business Services DEC 2 1996
Springfield, IL 62756 THIS SPACE FOR USE BY
Telephone (217) 782-1832 PAID SECRETARY OF STATE
------------------------------- DEC 03 1996 DATE 12/2/96
REMIT PAYMENT IN CHECK OR MONEY
ORDER, PAYABLE TO "SECRETARY OF GEORGE H. RYAN FILING FEE $25.00
STATE." SECRETARY OF STATE
APPROVED: [ILLEGIBLE]
------------------------------------------------------------------------------
1. CORPORATE NAME: First National Bancorp, Inc.
-----------------------------------------------------------
------------------------------------------------------------------------------
2. The Board of Directors on November 14, 1996 duly adopted the following
resolution establishing and designating one or more series and fixing and
determining the relative rights and preferences thereof:
IF NOT SUFFICIENT SPACE TO COVER THIS POINT, USE REVERSE SIDE OR ADD
ONE OR MORE SHEETS OF THIS SIZE
(See Exhibit A attached hereto and made a part hereof)
EXPEDITED
DEC 02 1996
SECRETARY OF STATE
------------------------------------------------------------------------------
3. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true. (All signatures must be in BLACK
INK.)
<TABLE>
<S><C>
Dated December 2, 1996 FIRST NATIONAL BANCORP, INC.
--------------------------------------------
(EXACT NAME OF CORPORATION)
attested by /s/ Albert G. D'Ottavio by /s/ Albert G. D'Ottavio
----------------------------------------------- -----------------------------------------
(SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Albert G. D'Ottavio, Secy. Albert G. D'Ottavio, President
----------------------------------------------- ------------------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
</TABLE>
<PAGE>
NOTES
This form is applicable only where the articles of incorporation expressly
vest authority in the board of directors establish series and to fix and
determine the relative rights and preferences thereof. In such case series
may established and rights and preferences fixed and determined by resolution
of the board of directors only to the extent provided in Sec. 6.10 of "The
Business Corporation Act" and only to the extent not already established,
fixed a determined by the articles of incorporation.
<PAGE>
EXHIBIT A
That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of the said
Corporation, the said Board of Directors on November 14, 1996, adopted the
following resolution creating a series of 2,750 shares of Preferred Stock
designated as "Series A Junior Participating Preferred Stock":
RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions of
the Articles of Incorporation, a series of Preferred Stock, no par
value, of the Corporation be and hereby is created, and that the
designation and number of shares thereof and the voting and other
powers, preferences and relative, participating, optional or other
rights of the shares of such series and the qualifications, limitations
and restrictions thereof are as follows:
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
1. DESIGNATION AND AMOUNT. There shall be a series of Preferred
Stock that shall be designated as "Series A Junior Participating Preferred
Stock," and the number of shares constituting such series shall be 2,750. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; PROVIDED, HOWEVER, that no decrease shall reduce the number of shares
of Series A Junior Participating Preferred Stock to less than the number of
shares then issued and outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.
A-1
<PAGE>
2. DIVIDENDS AND DISTRIBUTION.
(A) Subject to the prior and superior rights of the holders of
any shares of any class or series of stock of the Corporation ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with
respect to dividends, the holders of shares of Series A Junior Participating
Preferred Stock, in preference to the holders of shares of any class or series
of stock of the Corporation ranking junior to the Series A Junior Participating
Preferred Stock in respect thereof, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the 20th day of April, July,
October and January, in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Junior Participating Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $750.00 per share or (b) the
Adjustment Number (as defined below) times the aggregate per share amount of all
cash dividends, and the Adjustment Number times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $10.00 per share, of the Corporation (the "Common
Stock") since the immediately preceding Quarterly Dividend Payment Date, or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Junior Participating
Preferred Stock. The "Adjustment Number" shall initially be 1,000. In the event
the Corporation shall at any time after November 14, 1996 (the "Rights
Declaration Date"), (i) declare and pay any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock).
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on
A-2
<PAGE>
the shares of Series A Junior Participating Preferred Stock in an amount less
than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of shares of Series A Junior
Participating Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 60
days prior to the date fixed for the payment thereof.
3. VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:
(A) Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the stockholders of the
Corporation.
(B) Except as required by law and by Section 10 hereof, holders of
Series A Junior Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.
4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series A Junior Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions
on, or redeem or purchase or otherwise acquire for consideration any shares
of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred
Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total amounts
to which the holders of all such shares are then entitled; or
(iii) purchase or otherwise acquire for consideration any
shares of Series A Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series A Junior Participating Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of
Series A Junior Participating Preferred Stock, or to such holders and holders
of any such shares ranking on a parity therewith, upon such terms as the
Board of Directors, after consideration of the respective annual
A-3
<PAGE>
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
5. REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired promptly after the acquisition thereof.
All such shares shall upon their retirement become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to any conditions and restrictions on issuance set forth
herein.
6. LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon any liquidation,
dissolution or winding up of the Corporation, voluntary or otherwise, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to
the Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Participating Preferred Stock shall have
received an amount per share (the "Series A Liquidation Preference") equal to
the greater of (i) $300,000 per share plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) the Adjustment Number times the per share
amount of all cash and other property to be distributed in respect of the
Common Stock upon such liquidation, dissolution or winding up of the
Corporation.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other classes and series of stock of
the Corporation, if any, that rank on a parity with the Series A Junior
Participating Preferred Stock in respect thereof, then the assets available
for such distribution shall be distributed ratably to the holders of the
Series A Junior Participating Preferred Stock and the holders of such parity
shares in proportion to their respective liquidation preferences.
(C) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this
Section 6.
7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case
each share of Series A Junior Participating Preferred Stock shall at the same
time be similarly exchanged or changed in an amount per share equal to the
Adjustment Number times the aggregate amount of stock, securities, cash
and/or any other property (payable in
A-4
<PAGE>
kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged.
8. NO REDEMPTION. Shares of Series A Junior Participating Preferred
Stock shall not be subject to redemption by the Company.
9. RANKING. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution
or winding up, unless the terms of any such series shall provide otherwise,
and shall rank senior to the Common Stock as to such matters.
10. AMENDMENT. At any time that any shares of Series A Junior
Participating Preferred Stock are outstanding, the Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner which
would materially alter or change the powers, preferences or special rights of
the Series A Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of two-thirds of the
outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class.
11. FRACTIONAL SHARES. Series A Junior Participating Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of
all other rights of holders of Series A Junior Participating Preferred Stock.
A-5
<PAGE>
File Number 5402-776-1
STATE OF ILLINOIS
OFFICE OF
THE SECRETARY OF STATE
WHEREAS, ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF
FIRST NATIONAL BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN
FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE
BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.
Now Therefore, I, George H. Ryan, Secretary of State of the State of
Illinois, by virtue of the powers vested in me by law, do hereby issue
this certificate and attach hereto a copy of the Application of the
aforesaid corporation.
IN TESTIMONY WHEREOF, I hereto set my hand and cause to be
affixed the Great Seal of the State of Illinois, at the
[SEAL] City of Springfield, this 28TH day of SEPTEMBER
A.D. 1998 and of the Independence of the United States
the two hundred and 23RD.
/s/ George H. Ryan
------------------
SECRETARY OF STATE
<PAGE>
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1995) File # 5402-776-1
------------------------------------------------------------------------------
George H. Ryan
Secretary of State FILED PAID SUBMIT IN DUPLICATE
Department of Business
Services SEP 28 1998 Oct 01 1998 THIS SPACE FOR USE
BY SECRETARY OF STATE
------------------------
Remit payment in check DATE 9/28/98
or money order, payable GEORGE H. RYAN FRANCHISE TAX $
to "Secretary of State". SECRETARY OF STATE FILING FEE* $2.
PENALTY $
*The filing fee for
articles of amendment - APPROVED [ILLEGIBLE]
$25.00
--------------------------------------------------------------------------------
1. CORPORATE NAME: FIRST NATIONAL BANCORP, INC.
-----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on March 13, 1997
19 in the manner indicated below. ("X" one box only)
----
/ / By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a resolution
of the board of directors having been duly adopted and submitted to
the shareholders. At a meeting of shareholders, not less than the
minimum number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by the shareholders having no less than the minimum number of votes
required by statute and by the articles of incorporation. Shareholders
who have not consented in writing have been given notice in
accordance with Section 7.10;
(Notes 4&5)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
-------------------------------------------------------------------------------
(NEW NAME) EXPEDITED
SEP 28 1998
SECRETARY OF STATE
All changes other than name, include on page 2
(over)
<PAGE>
TEXT OF AMENDMENT
b. (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS
REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT
SPACE TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE.)
That Paragraph 1 of Article Four of the Articles of Incorporation of the
Company be amended to read as follows:
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
<TABLE>
<CAPTION>
PAR VALUE NUMBER OF SHARES
CLASS PER SHARE AUTHORIZED
----- --------- ----------------
<S> <C> <C>
Common $10.00 per share 5,500,000
Preferred (UNDESIGNATED) NPV 997,250
Preferred A. JR PARTI NPV 2,750
</TABLE>
Page 2
<PAGE>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of the
number of authorized shares of any class below the number of issued
shares of that class provided for or effected by this amendment, is as
follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
No change
5. (a) The manner, if not set forth in Article 3b, in which said
amendment effects a change in the amount of paid-in capital (Paid-in
capital replaces the terms Stated Capital and Paid-in Surplus and is
equal to the total of these accounts) is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
No change
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (IF NOT
APPLICABLE, INSERT "NO CHANGE")
No change
Before Amendment After Amendment
Paid-in Capital $______________ $______________
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST IN BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by
its duly authorized officers, each of whom affirms under penalties of
perjury, that the facts stated herein are true.
<TABLE>
<CAPTION>
<S> <C>
Dated MARCH 13, 1997 First National Bancorp, Inc.
-------------------------------------------------
(EXACT NAME OF CORPORATION AT DATE OF EXECUTION)
attested by /s/ Albert G. D'Ottavio by /s/ Albert G. D'Ottavio
---------------------------------------------- ----------------------------------------------
(SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Albert G. D'Ottavio, Secretary Albert G. D'Ottavio, President
---------------------------------------------- -------------------------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
</TABLE>
7. If amendment is authorized pursuant to Section 10.10 by the
incorporators, the incorporators must sign below, and type or print name
and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print
name and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated_______________________, 19____
____________________________________ ___________________________________
____________________________________ ___________________________________
____________________________________ ___________________________________
____________________________________ ___________________________________
Page 3
<PAGE>
<TABLE>
<CAPTION>
Form BCA-10.30 ARTICLES OF AMENDMENT
(Rev. Jan. 1999) File # 5402-776-1
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Jesse White SUBMIT IN DUPLICATE
Secretary of State
Department of Business Services FILED THIS SPACE FOR USE BY
Springfield, IL 62756 SECRETARY OF STATE
Telephone (217) 782-1832
---------------------------------------- APR 24 2000 DATE 4-24-00
Remit payment in check or money
order, payable to "Secretary of State." JESSE WHITE FRANCHISE TAX $
SECRETARY OF STATE FILING FEE* $25.00
The filing fee for restated articles of PENALTY $
amendment-$100.00
APPROVED: OR
http://www.sos.state.il.us
----------------------------------------------------------------------------------------------------------------
</TABLE>
1. CORPORATE NAME: FIRST NATIONAL BANCORP, INC.
-----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on MARCH 9, 2000 in the manner indicated below. ("X" one box only)
--------------------
(Month & Day) (Year)
/ / By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
/ / By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
/X/ By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed
by shareholders having not less than the minimum number of votes
required by statute and by the articles of incorporation. Shareholders
who have not consented in writing have been given notice in accordance
with Section 7.10;
(Notes 4 & 5)
/ / By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate
name below. Use Page 2 for all others amendments.
Article I: The name of the corporation is:
-------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
<PAGE>
TEXT OF AMENDMENT
b. (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS REQUIRED
TO BE SET FORTH IN ITS ENTIRETY IF THERE IS NOT SUFFICIENT SPACE TO DO SO,
ADD ONE OR MORE SHEETS OF THIS SIZE.)
That Paragraph 1 of Article Four of the Articles of Incorporation of the Company
be amended to read as follows:
ARTICLE FOUR Paragraph 1: The authorized shares shall be:
<TABLE>
<CAPTION>
Par Value Number of
Class Per Share Shares Authorized
----- --------- -----------------
<S> <C> <C>
Common $10.00 per share 10,000,000
Preferred (Undesignated) NPV 997,250
Preferred A. Jr. Parti NPV 2,750
</TABLE>
<PAGE>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class provided for or affected by this amendment is as follows: (IF
NOT APPLICABLE, INSERT "NO CHANGE")
NO CHANGE
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-in Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (IF NOT APPLICABLE, INSERT "NO CHARGE")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital $____________ $____________
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury
that the facts stated herein are true.
Dated March 9, 2000 First National Bancorp, Inc.
------- ---- ------------------------------------------
(MONTH & DAY) (YEAR) (EXACT NAME OF CORPORATION AT DATE OF
EXECUTION)
attested by /s/ Albert G. D'Ottavio by /s/ Albert G. D'Ottavio
-------------------------- --------------------------------
(SIGNATURE OF SECRETARY OR (SIGNATURE OF PRESIDENT OR
ASSISTANT SECRETARY) VICE PRESIDENT)
Albert G. D'Ottavio, Secretary Albert G. D'Ottavio, President
------------------------------- -------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors as
may be designated by the board, must sign below, and type or print name and
title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ________________________, __________
(MONTH & DAY) (YEAR)
__________________________________________ ____________________________________
__________________________________________ ____________________________________
__________________________________________ ____________________________________
__________________________________________ ____________________________________
