<PAGE>

                     RESTATED CERTIFICATE OF INCORPORATION
                                       of
                             HARRIS BANKCORP, INC.


FIRST. The name of the Corporation is

                             HARRIS BANKCORP, INC.

     SECOND. The registered office of the Corporation in the State of Delaware
is located at 808 South State Street in the City of Dover, County of Kent. The
name of its registered agent is United States Corporation Company, 306 South
State Street, Dover, Delaware 19901.

     THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH. The total number of shares of stock which the Corporation shall
have authority to issue is Eleven Million (11,000,000) shares of which One
Million (1,000,000) shares shall be shares of Preferred Stock without par value
(hereinafter sometimes referred to as "Preferred Stock"), and Ten Million
(10,000,000) shares shall be shares of Common Stock of the par value of $8.00
per share (hereinafter sometimes referred to as "Common Stock").


                                     PART I

                                PREFERRED STOCK

     The Board of Directors is expressly authorized to adopt, from time to
time, a resolution or resolutions providing for the Issue of Preferred Stock
in one or more series, to fix the number of shares in each such series and to
fix the designations and the powers, preferences and relative, optional or
other special rights, and the qualifications, limitations and restrictions
thereof, of each such series. The authority of the Board of Directors with
respect to each such series shall include a determination of the following
(which may vary as between the different series of Preferred Stock):

     (a) The number of shares constituting the series and the distinctive
designation of the series;

     (b) The dividend rate on the shares of the series, the conditions and
dates upon which dividends thereon shall be payable, the extent, if any, to
which dividends thereon shall be cumulative, and the relative rights of
preference, if any, of payment of dividends thereon;

     (c) Whether or not the shares of the series are redeemable and, if
redeemable, including whether such shares shall be redeemable for cash,
property or rights or any combination thereof and the times during which such
shares shall be redeemable and the amount per share payable in case of
redemption, which amount may, but need not, vary according to the time and
circumstances of such action;

     (d) The amount payable in respect of the shares of the series, in the
event of any liquidation, dissolution or winding up of the Corporation, which
amount may, but need not, vary according to the time or circumstances of such
action, and the relative rights of preference, if any, of payment of such
amount;

     (e) Any requirement as to a sinking fund for the shares of the series, or
any requirement as to the redemption, purchase or other retirement by the
Corporation of the shares of the series;


                                       1
<PAGE>


     (f) The right, if any, to exchange or convert shares of the series into
shares of any other series or class of stock of the Corporation and the rate or
basis, time, manner and condition of exchange or conversion;

     (g) The voting rights (which in no event shall exceed more than one vote
per share), if any, to which the holders of shares of the series shall be
entitled; and

     (h) Any other terms, condition or provision (not involving any further
participation in the assets or profits of the Corporation other than as
permitted and provided for pursuant to the provisions of paragraph's (b), (c),
(d), (e) and (f) of this Part I) with respect to the series as the Board of
Directors may deem advisable and as shall not be inconsistent with the
provisions of this Article Fourth.


                                    PART II

                                  COMMON STOCK

     (a) DIVIDENDS. Subject to any rights to receive dividends to which the
holders of the shares of the Preferred Stock may be entitled, the holders of
shares of Common Stock shall be entitled to receive dividends, if and when
declared payable from time to time by the Board of Directors from any funds
legally available therefor.

     (b) LIQUIDATION. In the event of any dissolution, liquidation or winding
up of the Corporation, whether voluntary or involuntary, after there shall have
been paid to the holders of shares of Preferred Stock the full amounts to which
they shall be entitled, the holders of the then outstanding shares of Common
Stock shall be entitled to receive, pro rata, all of the remaining assets of
the Corporation available for distribution to its stockholders. The Board of
Directors may distribute in kind to the holders of the shares of Common Stock
such remaining assets of the Corporation or may sell, transfer or otherwise
dispose of all or any part of such remaining assets to any other corporation,
trust or other entity and receive payment therefor in cash, stock or
obligations of such other corporation, trust or entity, or any combination
thereof, and may sell all or any part of the consideration so received and
distribute any balance thereof in kind to holders of the shares of Common
Stock. The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or any purchase or
redemption of shares of stock of the Corporation of any class, shall not be
deemed to be a dissolution, liquidation or winding up of the Corporation for
the purpose of this paragraph (b).

     (e) VOTING. Each outstanding share of Common Stock of the Corporation
shall entitle the holder thereof to one vote, and except as otherwise stated or
expressed in a resolution or resolution adopted by the Board of Directors
providing for the Issue of any Preferred Stock or as otherwise provided by law,
the exclusive voting power for all purposes shall be vested in the holders of
Common Stock.


                                    PART III

                               GENERAL PROVISIONS

     (a) PRE-EMPTIVE RIGHTS. The holders of Common Stock shall have pre-emptive
rights in respect of any new or additional issue of Common Stock (whether now
or hereafter authorized) or (if convertible into Common Stock) any other shares
of the stock of the Corporation of any series or class (whether now or
hereafter authorized), any obligations of the Corporation, or any obligations
or shares of stock of any subsidiary of the Corporation, and therefore in such
instances the holders of the Common Stock shall have the prior right to
subscribe for or take such additional shares or obligations in proportion to
their holdings of Common Stock at such price or prices as may be determined by
the Board of Directors, subject to such regulations and adjustments as the
Board of Directors may from time to time determine for the purpose of avoiding
allotment of fractional shares, except that such pre-emptive rights shall not
attach to



                                       2

<PAGE>
          (1) any such shares or obligations issued or sold for a consideration
     other than cash,

          (2) any such shares or obligations issued and sold to satisfy claims
     of dissenting stockholders in connection with any merger, acquisition, or
     corporate reorganization to which the Corporation or any subsidiary of the
     Corporation is a party;

          (3) any such shares or obligations issued pursuant to employee
     incentive programs;

          (4) any such shares or obligations where such shares or obligations
     are issued and sold for the purpose of financing operations outside of the
     United States of America and the sale of such shares or obligations is
     restricted to persons residing outside of the United States of America; or

          (5) any shares of the Corporation required to be issued by the
     Corporation pursuant to the conversion provisions of any then outstanding
     shares of stock or obligations of any other corporation which shall become
     a party to any merger, acquisition or corporate reorganization to which the
     Corporation or any subsidiary of the Corporation shall become a party and
     under the terms of which provisions the holders of said shares of stock or
     obligations of such other corporation shall have the right as a result of
     such merger, acquisition or corporate reorganization to convert the shares
     of stock or obligations of the other corporation into shares of the
     Corporation.

     The pre-emptive rights granted by this paragraph (a) shall extend to any
warrants or other rights issued by the Corporation (or any subsidiary of the
Corporation) entitling the holder thereof to purchase Common Stock of the
Corporation, and for the purpose of this paragraph (a), shares or obligations
convertible into Common Stock shall include any shares of stock of the
Corporation (or any subsidiary of the Corporation) of whatsoever class or
series and any notes, bonds or other evidences of indebtedness of the
Corporation (or any subsidiary of the Corporation) which by their terms are
convertible into Common Stock or to which are attached or with which are issued
warrants or other rights to purchase Common Stock. Except as specifically
provided in this paragraph (a), no holder of shares of stock of the Corporation
of any class shall have any pre-emptive, preferential or other right to
purchase or subscribe for any shares of stock, whether now or hereafter
authorized, of the Corporation of any class, or any obligations convertible
into, or any options or warrants to purchase, any shares of stock, whether now
or hereafter authorized, of the Corporation of any class, other than such, if
any, as the Board of Directors may from time to time determine, and at such
price as the Board of Directors may from time to time fix; and any shares of
stock or any obligations, options or warrants which the Board of Directors may
determine to offer for subscription to holders of any shares of stock of the
Corporation may, as the Board of Directors shall determine, be offered to
holders of shares of stock of the Corporation of any class or classes or
series, and if offered to holders of shares of stock of more than one class or
series, in such proportions as between such classes and series as the Board of
Directors may determine.

     (b) CUMULATIVE VOTING. In all elections of directors of the Corporation
(other than elections by the Board of Directors to fill vacancies or newly
created directorships pursuant to Article Seventh hereof) each stockholder
entitled to vote thereat shall be entitled to as many votes as shall equal the
number of votes which, except for this paragraph (b) providing for cumulative
voting, he would be entitled to cast for the election of directors with respect
to his shares multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute them among the
number to be voted for, or for any two or more of them as he may see fit.

     (c) VOTING REQUIREMENTS WITH RESPECT TO AMENDMENTS, MERGERS AND OTHER
EXTRAORDINARY TRANSACTIONS. Except as set forth in the last sentence of this
paragraph (c), the affirmative vote of the holders of two-thirds of all shares
of stock of the Corporation then entitled to vote in elections of Directors,
considered for this purpose as one class, shall be required (1) for the
adoption of any amendment, alteration, change or repeal of any provision of this
Certificate of Incorporation, (2) for the adoption of any agreement for the
merger or consolidation of the Corporation with or into any other corporation,
(3) to authorize any sale, lease or exchange of all or substantially all of the
assets of the Corporation, or (4) to authorize the dissolution of the
Corporation. Such affirmative vote shall be in addition to any vote of the


                                       3
<PAGE>
holders of the stock of the Corporation otherwise required by law or any
agreement between the Corporation and any national securities exchange. The
provisions of this paragraph (c) shall not be applicable to any merger or
consolidation into the Corporation of any other corporation of which the
Corporation is the owner of at least 80% of the outstanding shares of each class
of stock.

     (d)  Consents in Lieu of Voting. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action, the meeting and vote of the stockholders or such class or
classes of stockholders may be dispensed with upon the written consent to such
corporate action of stockholders having not less than the minimum percentage of
the total number of votes which would be required to authorize and approve such
corporate action at a meeting at which all of the outstanding shares of such
class or classes are voted. A notice of the obtaining of any consent provided
for in this paragraph shall be mailed by the Corporation, promptly after such
consent is obtained, to the stockholders at their respective addresses then
appearing on the records of the Corporation.

     FIFTH. The name and the mailing address of the incorporator is as follows:

<Table>
<Caption>

          NAME                                    MAILING ADDRESS
          ----                                    ---------------
<S>                                          <C>

     M. Gorsuch                                306 South State Street
                                               Dover, Delaware  19901
</Table>

     SIXTH. The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of the stockholders or until their
successors are elected and qualified are as follows:

<Table>
<Caption>

          NAMES                                   MAILING ADDRESSES
          -----                                   -----------------
<S>                                          <C>

     William F. Murray                         111 W. Monroe Street
                                               Chicago, Illinois  60690

     Stanley G. Harris, Jr.                    111 W. Monroe Street
                                               Chicago, Illinois  60690

     Chalkley J. Harnbleton                    111 W. Monroe Street
                                               Chicago, Illinois  60690

     Theodore H. Roberts                       111 W. Monroe Street
                                               Chicago, Illinois  60690

     Charles M. Bliss                          111 W. Monroe Street
                                               Chicago, Illinois  60690
</Table>

**    SEVENTH. The number of directors constituting the Board of Directors
   shall be such number, not less than ten nor more than twenty-five, as shall
   be fixed from time to time by the stockholders at any annual or other meeting
   thereof called for the purpose of electing directors, or changing the number
   thereof, by the affirmative vote of at least two-thirds of the shares of
   stock of the Corporation entitled to vote in elections of directors
   (considered for this purpose as one class) or such higher number of
   directors, subject to the maximum number aforesaid, as may from time to time
   be fixed by the Board of Directors pursuant to the succeeding sentence of
   this Article Seventh, and the number so fixed shall constitute the Board of
   Directors until the number of directors is hereafter changed pursuant to the
   provisions of this Article Seventh. The Board of Directors, by the
   affirmative vote of a majority of the Board of Directors at any regular
   meeting of the Board or (if notice of the proposed action is contained in the
   notice of such special meeting) at any special meeting of the Board, may
   during the interval between annual meetings of stockholders increase by not
   more than three the authorized number of directors as last fixed by vote of
   stockholders and during such interval elect not more than a total of three
   persons as directors to fill vacancies or newly created directorships.


                                       4
<PAGE>

     In furtherance and not in limitation of the powers conferred by statute
(but subject to the forgoing provisions of this Article Seventh), the Board of
Directors is expressly authorized to make, alter or repeal the By-Laws of the
Corporation. The books of the Corporation (subject to the provisions of the
laws of the State of Delaware) may be kept outside of the State of Delaware at
such places as may be from time to time designated by the Board of
Directors. Elections of directors need not be by ballot unless the by-laws so
provide.

          Wherever the term "Board of Directors" is used in this Certificate of
     Incorporation, such term shall mean the Board of Directors of the
     Corporation; provided, however, that, to the extent any committee of
     directors of the Corporation is lawfully entitled to exercise the powers of
     the Board of Directors, such committee may exercise any right or authority
     of the Board of Directors under the Certificate of Incorporation.

  ***     EIGHTH. (a) The Corporation shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened, pending
     or completed action, suit or proceeding, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation, or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses for which such person has not otherwise been reimbursed
     (including attorneys' fees, judgments, fines and amounts paid in
     settlement) actually and reasonably incurred by him in connection with such
     action, suit or proceeding if he acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of the
     Corporation, and, with respect to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was unlawful. The termination of
     any action, suit or proceeding by judgment, order, settlement, conviction,
     or upon a plea of nolo contendere or its equivalent, shall not, of itself,
     create a presumption that the person did not act in good faith and in a
     manner which he reasonably believed to be in or not opposed to the best
     interests of the Corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

          (b) The Corporation shall indemnify any person who was or is a party
     or is threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise against
     expenses for which such person has not otherwise been reimbursed (including
     attorneys' fees and amounts paid in settlement) actually and reasonably
     incurred by him in connection with the defense or settlement of such suit
     or action if he acted in good faith and in a manner he reasonably believed
     to be in or not opposed to the best interests of the Corporation and except
     that no indemnification shall be made in respect of any claim, issue or
     matter as to which such person shall have been adjudged to be liable to the
     Corporation unless and only to the extent that the Court of Chancery of
     Delaware or the court in which such action or suit was brought shall
     determine upon application that, despite the adjudication of liability but
     in view of all the circumstances of the case, such person is fairly and
     reasonably entitled to indemnity for such expenses which the Court of
     Chancery of Delaware or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
     Corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in paragraphs (a) and (b) of
     this Article Eighth, or in defense of any claim, issue or matter therein,
     he shall be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by him in connection therewith.

          (d) For the purpose of paragraphs (a) through (c), both inclusive, of
     this Article Eighth, the term "Corporation" as used therein shall include a
     reference to all constituent corporations

                                       5

<PAGE>
     absorbed in a consolidation or merger where the Corporation will be the
     resulting or surviving corporation, so that any person who is or was an
     officer, employee or agent of such a constituent corporation or is or was
     serving at the request of such constituent corporation as a director,
     officer, employee or agent of another corporation, joint venture, trust or
     other enterprise, shall, for the purposes of such paragraphs, stand in the
     same position with respect to the Corporation as he would if he had served
     the Corporation in the same capacity.

          (e) Any indemnification under paragraphs (a) and (b) of this Article
     Eighth (unless ordered by a court) shall be made by the Corporation only as
     authorized in the specific case upon a determination that indemnification
     of the director, officer, employee or agent is proper in the circumstances
     because he has met the applicable standard of conduct set forth in said
     paragraphs (a) and (b). Such determination shall be made (i) by the Board
     of Directors by a majority vote of a quorum consisting of directors who
     were not parties to such action, suit or proceeding, or (ii) if such a
     quorum is not obtainable, or even if obtainable a quorum of disinterested
     directors so directs, by independent legal counsel in a written opinion, or
     (iii) by the stockholders.

          (f) Expenses incurred in defending a civil or criminal action, suit or
     proceeding may be paid by the Corporation in advance of the final
     disposition of such motion, suit or proceeding upon receipt of an
     undertaking by or on behalf of the director, officer, employee or agent to
     repay such amount if it shall ultimately be determined that he is not
     entitled to be indemnified by the Corporation.

          (g) The indemnification and advancement of expenses provided by or
     granted pursuant to this Article Eighth shall not be deemed exclusive of
     any other rights to which those seeking indemnification or advancement of
     expenses may be entitled under any by-law, agreement, vote of stockholders
     or disinterested directors or otherwise, or of any other indemnification
     which may be granted to any person apart from this Article Eighth, both as
     to action in his official capacity and as to action in another capacity
     while holding such office. The indemnification and advancement of expenses
     provided by, or granted pursuant to, this Article Eighth shall, unless
     otherwise provided when authorized or ratified, continue as to a person who
     has ceased to be a director, officer, employee or agent and shall inure to
     the benefit of the heirs, executors and administrators of such a person.

          NINTH. Subject to the provisions of paragraph (c) of Part III of
     Article Fourth hereof, the Corporation reserves the right to amend, alter,
     change or repeal any provisions obtained in this Certificate of
     Incorporation, in the manner now or hereafter prescribed by the laws of
     Delaware, and all rights and powers conferred herein upon stockholders and
     directors are granted subject to this reservation.

 ***      TENTH. A director of the Corporation shall not be personally
     liable to the Corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director except to the extent such exemption
     from liability or limitation thereof is not permitted under the Delaware
     General Corporation Law as the same exists or may hereafter be amended.




  *Amendment effective June 30, 1975.


 **Amendment effective March 20, 1974, as further amended March 21, 1979.


***Amendment effective September 3, 1987.



                                       6
<PAGE>
                        CERTIFICATE OF DESIGNATIONS FOR
                      SERIES A NON-VOTING PREFERRED STOCK
                                       OF
                             HARRIS BANKCORP, INC.

             Pursuant to Section 151(g) of the General Corporation
                          Law of the State of Delaware

     HARRIS BANKCORP, INC., a Delaware corporation (hereinafter referred to as
the "Corporation"), certifies that, pursuant to the authority contained in
Article FOURTH of its Restated Certificate of Incorporation, as heretofore
amended, and in accordance with the provisions of Section 151(g) of the
General Corporation Law of the State of Delaware, its Board of Directors has
adopted the following resolution creating a series of the Preferred Stock,
without par value, of the Corporation designated as "Series A Non-voting
Preferred Stock":

     RESOLVED: That a series of the Preferred Stock, without par value, of the
Corporation is hereby created, and that the number of shares of such series,
and the powers, designations, preferences and relative, participating, optional
and other rights of the shares of such series, and the qualifications,
limitations or restrictions thereof, are as follows:

1. DESIGNATION, AMOUNT AND STATED VALUE.

     The series shall be designated (and hereinafter referred to) as the
"Series A Non-voting Preferred Stock" and shall consist of 180 shares of
Preferred Stock, without par value. The stated value of the Series A Non-voting
Preferred Stock shall be $1,000,000 per share (hereinafter referred to as the
"Stated Value").

2. DIVIDEND PROVISIONS.

     The holders of shares of the Series A Non-voting Preferred Stock shall be
entitled to receive, if, as and when declared payable by the Board of Directors
from funds legally available for the payment thereof, dividends in lawful money
of the United States of America at a rate per annum per share of 7-1/4% of the
Stated Value, and no more. Said dividends shall, subject to being declared, be
payable quarterly in arrears commencing on March 31, 1996, and continuing
thereafter on June 30, September 30, December 31 and March 31 (hereinafter each
such date is referred to as a "Quarterly Payment Date" and the three-month
period ending on each such date is referred to as a "Dividend Period") in each
year with respect to the three months then ending to stockholders of record on a
date to be fixed from time to time by the Board of Directors, which date shall
not be more than sixty (60) days preceding the applicable Quarterly Payment
Date. Declared dividends shall not bear interest from the date of declaration,
the proposed date of payment or otherwise. The initial dividend for the Series A
Non-voting Preferred Stock will accrue from the date such

<PAGE>


Series A Non-voting Preferred Stock is issued and, subject to being declared,
be payable on March 31, 1996. The holders of the Series A Non-voting Preferred
Stock shall not be entitled to participate in any dividends payable on the
Common Stock of the Corporation or on any other series of the Preferred Stock
of the Corporation. All dividends on the Series A Non-voting Preferred Stock
shall be non-cumulative, so that if at any time dividends upon the outstanding
Series A Non-voting Preferred Stock as herein provided shall not have been
declared with respect to a particular Dividend Period, the holders of the
Series A Non-voting Preferred Stock shall not be entitled to receive any
dividend on the Series A Non-voting Preferred Stock with respect to said
Dividend Period. No dividends shall be paid on the Common Stock of the
Corporation or any other series or class of stock ranking junior to the
Series A Non-voting Preferred Stock as to dividends while there exist any
declared but unpaid dividends on the Series A Non-voting Preferred Stock unless
the Corporation has irrevocably set aside sufficient funds for the payment of
said declared but unpaid dividends on the Series A Non-voting Preferred Stock.

3.   REDEMPTION AT OPTION OF THE CORPORATION.

     (a) The Corporation shall have the right to redeem shares of the Series A
Non-voting Preferred Stock pursuant to the following provisions:

          (i) The Corporation shall have the right, at its sole option and
     election, provided the Corporation shall have first obtained the approval
     of the Board of Governors of the Federal Reserve System, or its authorized
     delegate, to redeem the shares of the Series A Non-voting Preferred
     Stock, in whole or in part, at any time and from time to time, at a
     redemption price per share equal to the sum of (A) the Stated Value plus
     (B) the amount per share of any declared but unpaid dividends on the
     Series A Non-voting Preferred Stock being redeemed as of the applicable
     redemption date.

          (ii) If less than all of the Series A Non-voting Preferred Stock at
     the time outstanding is to be redeemed, the shares so to be redeemed shall
     be selected by lot, pro rata or in such other manner as the Board of
     Directors may determine to be fair and proper.

          (iii) Notice of any redemption of the Series A Non-voting Preferred
     Stock shall be mailed at least twenty (20), but not more than sixty (60),
     days prior to the date fixed for redemption to each holder of Series A
     Non-voting Preferred Stock to be redeemed at such holder's address as it
     appears on the books of the Corporation. In order to facilitate the
     redemption of the Series A Non-voting Preferred Stock, the Board of
     Directors may fix a record date for the determination of holders of
     Series A Non-voting Preferred Stock to be redeemed, or may cause the
     transfer books of the Corporation to be closed for the transfer of the
     Series A Non-voting Preferred Stock, not more than sixty (60) days prior
     to the date fixed for such redemption.

          (iv) On the redemption date specified in the notice given pursuant to
     paragraph (iii) of this Section 3(a), the Corporation shall, and at any
     time after such


                                      -2-

<PAGE>
     notice shall have been mailed and before such redemption date the
     Corporation may, either irrevocably set aside, or irrevocably deposit with
     a bank or trust company organized under the laws of the United States of
     America or the State of Illinois, for the pro rata benefit of the holders
     of the shares of the Series A Non-voting Preferred Stock so called for
     redemption the funds necessary for such redemption. Any funds so deposited
     by the Corporation and unclaimed at the end of three years from the date
     designated for such redemption shall revert to the general funds of the
     Corporation. After such reversion, any such bank or trust company shall,
     upon demand, pay over to the Corporation such unclaimed amounts and
     thereupon such bank or trust company shall be relieved of all
     responsibility in respect thereof to such holders and such holders shall
     look only to the Corporation for the payment of the redemption price. The
     redemption price shall not bear any interest. Any interest accrued on funds
     so deposited by the Corporation pursuant to this paragraph (iv) shall be
     paid from time to time to the Corporation for its own account.

          (v) After written notice of redemption has been sent pursuant to
     paragraph (iii) of this Section 3(a) to the holders of the shares of the
     Series A Non-voting Preferred Stock being redeemed and upon the irrevocable
     setting aside or deposit of funds pursuant to paragraph (iv) of this
     Section 3(a) in respect of shares of the Series A Non-voting Preferred
     Stock called for redemption, notwithstanding that any certificates for such
     shares shall not have been surrendered for cancellation, the shares
     represented thereby shall no longer be deemed outstanding, the rights to
     receive dividends thereon shall cease to accrue from and after the date of
     redemption designated in the notice of redemption and all rights of the
     holders of the shares of the Series A Non-voting Preferred Stock called for
     redemption shall cease and terminate, excepting only the right to receive
     the redemption price therefor.

          (vi) The Corporation shall not be required to establish a sinking fund
     for or with respect to the Series A Non-voting Preferred Stock.

     (b) All shares of Series A Non-voting Preferred Stock purchased or
redeemed by the Corporation shall be retired and shall be restored to the
status of authorized but unissued shares of Preferred Stock, without
designation as to series.

     (c) The holders of the shares of the Series A Non-voting Preferred Stock
shall not have the right to require the Corporation to redeem any such shares.

4. LIQUIDATION, DISSOLUTION OR WINDING UP.

     (a) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares
of the Common Stock or any other series or class of stock ranking junior as to
rights upon liquidation, dissolution or winding up of the Corporation to the
Series A Non-voting Preferred Stock unless, prior thereto, the holders of
shares of the Series A Non-voting Preferred Stock shall have received a payment
of an amount per share equal to the sum of (i) the Stated Value plus (ii) the
amount of any declared but unpaid dividends per share on the Series A Non-voting


                                      -3-

<PAGE>

Preferred Stock (hereinafter referred to as the "Series A Liquidation
Preference"). If upon liquidation, dissolution or winding up of the Corporation
the assets of the Corporation which are distributable among the holders of the
Series A Non-voting Preferred Stock shall be insufficient to pay in full the
Series A Liquidation Preference and the liquidation preference with respect to
any shares of stock then outstanding which rank on a parity with the Series A
Non-voting Preferred Stock as to rights upon liquidation, dissolution or
winding up of the Corporation, then such assets shall be distributed among
such holders of the Series A Non-voting Preferred Stock and any such shares of
stock which rank on a parity with the Series A Non-voting Preferred Stock as to
rights upon liquidation, dissolution or winding up of the Corporation ratably
in accordance with the respective amounts which would be payable on such shares
of the Series A Non-voting Preferred Stock and any other such stock if all
amounts payable thereon were paid in full.

     (b)  Upon any liquidation, dissolution or winding up of the Corporation,
after payment of the Series A Liquidation Preference shall have been made in
full as provided in this Section 4, but not prior thereto, the Common Stock or
any other series or class of stock ranking junior to the Series A Non-voting
Preferred Stock as to rights upon liquidation, dissolution or winding up of the
Corporation shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed to the stockholders of the Corporation and the Series A
Non-voting Preferred Stock shall not be entitled to share therein.

     (c)  A consolidation or merger of the Corporation with or into one or more
other corporations, or a sale, lease or exchange of all or substantially all of
the assets of the Corporation shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 4.


5.   VOTING RIGHTS.

     Except as otherwise required by law or the Restated Certificate of
Incorporation of the Corporation, as amended or restated from time to time, the
holders of Series A Non-voting Preferred Stock shall not be entitled to vote on
any matter.

6.   NOTICE OF STOCKHOLDERS MEETINGS.

     The holders of the shares of the Series A Non-voting Preferred Stock shall
be entitled to receive notice only of such meetings of the stockholders at
which questions are presented upon which they are entitled to vote.



                                      -4-

<PAGE>
     IT WITNESS WHEREOF, HARRIS BANKCORP, INC. has caused this Certificate of
Designations to be duly executed in its name by its Vice Chair of the Board and
attested by its Secretary this 20th day of December, 1995, and said officers of
the Corporation do hereby affirm, under penalties of perjury, that the
foregoing Certificate of Designations is the act and deed of the Corporation
and that the facts stated therein are true.

                                        HARRIS BANKCORP, INC.


                                        By  Edward Lyman, Jr.
                                            -----------------------------
                                        Its Vice Chair of the Board

ATTEST:

By  Thomas R. Sizer
    ------------------------------

    Its _________________Secretary




                                      -5-
<PAGE>
                        CERTIFICATE OF DESIGNATIONS FOR
                      SERIES B NON-VOTING PREFERRED STOCK
                            OF HARRIS BANKCORP, INC.

             Pursuant to Section 151(g) of the General Corporation
                          Law of the State of Delaware


     HARRIS BANKCORP, INC., a Delaware corporation (hereinafter referred to as
the "Corporation"), certifies that, pursuant to the authority contained in
Article FOURTH of its Restated Certificate of Incorporation, as heretofore
amended, and in accordance with the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware, its Board of Directors has adopted
the following resolution creating a series of the Preferred Stock, without par
value, of the Corporation designated as "Series B Non-voting Preferred Stock":

     RESOLVED: That a series of the Preferred Stock, without par value, of the
Corporation is hereby created, and that the number of shares of such series, and
the powers, designations, preferences and relative, participating, optional and
other rights of the shares of such series, and the qualifications, limitations
or restrictions thereof, are as follows:

1. DESIGNATION, AMOUNT AND STATED VALUE.

     The series shall be designated (and hereinafter referred to) as the
"Series B Non-voting Preferred Stock" and shall consist of 45 shares of
Preferred Stock, without par value. The stated value of the Series B Non-voting
Preferred Stock shall be $1,000,000 per share (hereinafter referred to as the
"Stated Value").

2. DIVIDEND PROVISIONS

     The holders of shares of the Series B Non-voting Preferred Stock shall be
entitled to receive, if, as and when declared payable by the Board of Directors
from funds legally available for the payment thereof, dividends in lawful money
of the United States of America at a rate per annum per share to be determined
by the Corporation's Chief Financial Officer prior to the first issuance of any
shares of the Series B Non-voting Preferred Stock, which determination shall be
evidenced by a written statement of the Corporation's Chief Financial Officer
inserted in the Corporation's minute book after the resolutions creating the
Series B Non-voting Preferred Stock. Said dividends shall, subject to being
declared, be payable quarterly in arrears commencing on December 31, 1996, and
continuing thereafter on March 31, June 30, September 30 and December 31
(hereinafter each such date is referred to as a "Quarterly Payment Date" and
the three-month period ending on each such date is referred to as a "Dividend
Period") in each year with respect to the three months then ending to
stockholders of record on a date to be fixed from time to time by the Board of
Directors, which date shall not be more than sixty (60) days preceding the
applicable Quarterly Payment Date.


                                      -1-


<PAGE>


Declared dividends shall not bear interest from the date of declaration, the
proposed date of payment or otherwise. The initial dividend for the Series B
Non-voting Preferred Stock will accrue from the date such Series B Non-voting
Preferred Stock is issued and, subject to being declared, be payable on
December 31, 1996. The holders of the Series B Non-voting Preferred Stock shall
not be entitled to participate in any dividends payable on the Common Stock of
the Corporation or on any other series of the Preferred Stock of the
Corporation. All dividends on the Series B Non-voting Preferred Stock shall be
non-cumulative, so that if at any time dividends upon the outstanding Series B
Non-voting Preferred Stock as herein provided shall not have been declared with
respect to a particular Dividend Period, the holders of the Series B Non-voting
Preferred Stock shall not be entitled to receive any dividend on the Series B
Non-voting Preferred Stock with respect to said Dividend Period. No dividends
shall be paid on the Common Stock of the Corporation or any other series or
class of stock ranking junior to the Series B Non-voting Preferred Stock as to
dividends while there exist any declared but unpaid dividends on the Series B
Non-voting Preferred Stock unless the Corporation has irrevocably set aside
sufficient funds for the payment of said declared but unpaid dividends on the
Series B Non-voting Preferred Stock.

3.   REDEMPTION AT OPTION OF THE CORPORATION.

     (a) The Corporation shall have the right to redeem shares of the Series B
Non-voting Preferred Stock pursuant to the following provisions:

          (i) The Corporation shall have the right, at its sole option and
     election, provided the Corporation shall have first obtained the approval
     of the Board of Governors of the Federal Reserve System, or its authorized
     delegate, to redeem the shares of the Series B Non-voting Preferred Stock,
     in whole or in part, at any time and from time to time, at a redemption
     price per share equal to the sum of (A) the Stated Value plus (B) the
     amount per share of any declared but unpaid dividends on the Series B
     Non-voting Preferred Stock being redeemed as of the applicable
     redemption date.

          (ii) If less than all of the Series B Non-voting Preferred Stock at
     the time outstanding is to be redeemed, the shares so to be redeemed shall
     be selected by lot, pro rata or in such other manner as the Board of
     Directors may determine to be fair and proper.

          (iii) Notice of any redemption of the Series B Non-voting Preferred
     Stock shall be mailed at least twenty (20), but not more than sixty (60),
     days prior to the date fixed for redemption to each holder of Series B
     Non-voting Preferred Stock to be redeemed at such holder's address as it
     appears on the books of the Corporation. In order to facilitate the
     redemption of the Series B Non-voting Preferred Stock, the Board of
     Directors may fix a record date for the determination of holders of
     Series B Non-voting Preferred Stock to be redeemed, or may cause the
     transfer books of the Corporation to be closed for the transfer of the
     Series B Non-voting Preferred Stock, not more than sixty (60) days prior
     to the date fixed for such redemption.



                                      -2-

<PAGE>
          (iv) On the redemption date specified in the notice given pursuant to
paragraph (iii) of this Section 3(a), the Corporation shall, and at any time
after such notice shall have been mailed and before such redemption date the
Corporation may, either irrevocably set aside, or irrevocably deposit with a
bank or trust company organized under the laws of the United States of America
or the State of Illinois, for the pro rata benefit of the holders of the shares
of the Series B Non-voting Preferred Stock so called for redemption the funds
necessary for such redemption. Any funds so deposited by the Corporation and
unclaimed at the end of three years from the date designated for such redemption
shall revert to the general funds of the Corporation. After such reversion, any
such bank or trust company shall, upon demand, pay over to the Corporation such
unclaimed amounts and thereupon such bank or trust company shall be relieved of
all responsibility in respect thereof to such holders and such holders shall
look only to the Corporation for the payment of the redemption price. The
redemption price shall not bear any interest. Any interest accrued on funds so
deposited by the Corporation pursuant to this paragraph (iv) shall be paid from
time to time to the Corporation for its own account.

          (v) After written notice of redemption has been sent pursuant to
paragraph (iii) of this Section 3(a) to the holders of the shares of the Series
B Non-voting Preferred Stock being redeemed and upon the irrevocable setting
aside or deposit of funds pursuant to paragraph (iv) of this Section 3(a) in
respect of shares of the Series B Non-voting Preferred Stock called for
redemption, notwithstanding that any certificates for such shares shall not
have been surrendered for cancellation, the shares represented thereby shall no
longer be deemed outstanding, the rights to receive dividends thereon shall
cease to accrue from and after the date of redemption designated in the notice
of redemption and all rights of the holders of the shares of the Series B
Non-voting Preferred Stock called for redemption shall cease and terminate,
excepting only the right to receive the redemption price therefor.

          (vi) The Corporation shall not be required to establish a sinking
fund for or with respect to the Series B Non-voting Preferred Stock.

     (b) All shares of Series B Non-voting Preferred Stock purchased or
redeemed by the Corporation shall be retired and shall be restored to the
status of authorized but unissued shares of Preferred Stock, without
designation as to series.

     (c) The holders of the shares of the Series B Non-voting Preferred Stock
shall not have the right to require the Corporation to redeem any such shares.

4. LIQUIDATION, DISSOLUTION OR WINDING UP.

     (a) Upon any liquidation (voluntary or otherwise), dissolution or winding
up of the Corporation, no distribution shall be made to the holders of shares
of the Common Stock or any other series or class of stock ranking junior as to
rights upon liquidating, dissolution or winding up of the Corporation to the
Series B Non-voting Preferred Stock unless, prior thereto, the holders of
shares of the Series B Non-voting Preferred Stock shall have received a payment
of an amount per share equal to the sum of (i) the Stated Value plus (ii) the
amount of any declared but unpaid


                                      -3-
<PAGE>
dividends per share on the Series B Non-voting Preferred Stock (hereinafter
referred to as the "Series B Liquidation Preference"). If upon liquidation,
dissolution or winding up of the Corporation the assets of the Corporation which
are distributed among the holders of the Series B Non-voting Preferred Stock
shall be insufficient to pay in full the Series B Liquidation Preference and the
liquidation preference with respect to any shares of stock then outstanding
which rank on a parity with the Series B Non-voting Preferred Stock as to rights
upon liquidation, dissolution or winding up of the Corporation, then such assets
shall be distributed among such holders of the Series B Non-voting Preferred
Stock and any such shares of stock which rank on a parity with the Series B
Non-voting Preferred Stock as to rights upon liquidation, dissolution or winding
up of the Corporation ratably in accordance with the respective amounts which
would be payable on such shares of the Series B Non-voting Preferred Stock and
any other such stock if all amounts payable thereon were paid in full.

     (b) Upon any liquidation, dissolution or winding up of the Corporation,
after payment of the Series B Liquidation Preference shall have been made in
full as provided in this Section 4, but not prior thereto, the Common Stock or
any other series or class of stock ranking junior to the Series B Non-voting
Preferred Stock as to rights upon liquidation, dissolution or winding up of the
Corporation shall, subject to the respective terms and provisions (if any)
applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed to the stockholders of the Corporation and the Series B
Non-voting Preferred Stock shall not be entitled to share therein.

     (c) A consolidation or merger of the Corporation with or into one or more
other corporations, or a sale, lease or exchange of all or substantially all of
the assets of the Corporation shall not be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 4.

5. VOTING RIGHTS.

     Except as otherwise required by law or the Restated Certificate of
Incorporation of the Corporation, as amended or restated from time to time, the
holders of Series B Non-voting Preferred Stock shall not be entitled to vote on
any matter.

6. NOTICE OF STOCKHOLDERS MEETINGS.

     The holders of the shares of the Series B Non-voting Preferred Stock shall
be entitled to receive notice only of such meetings of the stockholders at
which questions are presented upon which they are entitled to vote.





                                      -4-
<PAGE>


7.   SERIES B NON-VOTING PREFERRED STOCK.

     The Series B Non-voting Preferred Stock shall rank on a parity with the
Corporation's Series A Non-voting Preferred Stock as to dividends and as to
rights upon liquidation, dissolution or winding up of the Corporation.

     IN WITNESS WHEREOF, HARRIS BANKCORP, INC. has caused this Certificate of
Designation to be duly executed in its name by its Vice Chair of the Board and
                                                   -----------------------
attested by its Secretary this twentieth day of May, 1996, and said officers of
                ---------      ---------        ---
the Corporation do hereby affirm, under penalties of perjury, that the forgoing
Certificate of Designations is the act and deed of the Corporation and that the
facts stated therein are true.



                                           HARRIS BANKCORP, INC.

                                           By  Maribeth Rahe
                                               ----------------------------

                                               Its Vice Chair of the Board
                                                   ------------------------


ATTEST:

By  Thomas R. Sizer
    ------------------------

    Its               Secretary
       ---------------




                                      -5-