<PAGE>












                                  EXHIBIT 3(a)


             Articles of Incorporation, as amended on April 22, 1997



<PAGE>

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           FIRST FINANCIAL CORPORATION


     ARTICLE 1. Corporate  Name. The name of the  corporation is First Financial
Corporation (hereinafter called the "Corporation").

     ARTICLE 2. Duration. The duration of the Corporation is perpetual.

     ARTICLE 3. Purposes.  The purpose for which the Corporation is organized is
to engage in any lawful activity within the purposes for which  corporations may
be organized under the Wisconsin Business Corporation Law.

     ARTICLE 4. Capital Stock.  The total number of shares of all classes of the
capital  stock which the  Corporation  has  authority to issue is  seventy-eight
million  (78,000,000) of which seventy-five million (75,000,000) shall be common
stock,  $1.00 par value per share,  amounting in the  aggregate to  seventy-five
million dollars  ($75,000,000),  and three million  (3,000,000)  shall be serial
preferred stock, $1.00 par value per share,  amounting in the aggregate to three
million dollars  ($3,000,000).  The shares may be issued by the Corporation from
time to time as approved by its board of  directors  without the approval of its
shareholders.  The consideration for the issuance of the shares shall be paid in
full before  their  issuance and shall not be less than the par value per share.
Neither  promissory notes nor future services shall  constitute  payment or part
payment for the issuance of the shares of the Corporation. The consideration for
the  shares  shall  be paid in  whole or in part in  money,  in other  property,
tangible or  intangible,  or in labor or  services  actually  performed  for the
Corporation.  In the absence of fraud in the  transaction,  the  judgment of the
board of directors or the  shareholders,  as the case may be, as to the value of
the consideration  received for the shares shall be conclusive.  Upon payment of
such   consideration   such  shares  shall  be  deemed  to  be  fully  paid  and
nonassessable by the Corporation.

     A  description  of the  different  classes and series of the  Corporation's
capital  stock  and  a  statement  of  the  powers,  designations,  preferences,
limitations  and  relative  rights of the  shares of each class of and series of
capital stock are as follows:

     A. Common Stock. Except as provided in this Article 4 (or in any resolution
or resolutions adopted by the board of directors pursuant hereto) the holders of
the common  stock shall  exclusively  possess all voting  power.  Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holder. There shall be no cumulative voting rights in the election of directors.
Each  share of  common  stock  shall  have the same  relative  rights  as and be
identical in all respects with all other shares of common stock.


                                        1

<PAGE>



     Whenever there shall have been paid, or declared and set aside for payment,
to the holders of the outstanding shares of any class of stock having preference
over the  common  stock as to the  payment  of  dividends,  the full  amount  of
dividends and of sinking fund or retirement fund or other  retirement  payments,
if any, to which such holders are  respectively  entitled in  preference  to the
common stock, then dividends may be paid on the common stock and on any class or
series of stock  entitled to participate  therewith as to dividends,  out of any
assets  legally  available  for the payment of  dividends;  but only when and as
declared by the board of directors.

     In  the  event  of  any  liquidation,  dissolution  or  winding  up of  the
Corporation, after there shall have been paid to or set aside for the holders of
any class having  preferences over the common stock in the event of liquidation,
dissolution  or  winding up of the full  preferential  amounts of which they are
respectively  entitled,  the  holders of the common  stock,  and of any class or
series of stock  entitled to participate  therewith,  in whole or in part, as to
distribution of assets, shall be entitled after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.

     B. Serial  Preferred  Stock.  The board of directors of the  Corporation is
authorized,  by resolution or resolutions from time to time adopted,  to provide
for the  issuance of serial  preferred  stock in series,  including  convertible
preferred stock, and to fix and state the voting powers,  full or limited, or no
voting powers,  and such  designations,  preferences,  limitations  and relative
rights thereof.  Each share of each series of serial  preferred stock shall have
the same  relative  rights as and be identical  in all  respects  with all other
shares of the same series.

     Duplicate copies of a resolution  adopted by the directors pursuant to this
Article 4 with a certificate thereto affixed,  signed by the president or a vice
president  and a  secretary  or an  assistant  secretary  and  sealed  with  the
corporate seal, stating the fact and date of adoption,  and that such copies are
true copies of the  original  shall be filed in the office of the  secretary  of
state and recorded in the office of the register of deeds of the county in which
the  registered  office of the  Corporation  is  located,  and when so filed and
recorded shall constitute an amendment to these Articles of Incorporation.

     ARTICLE  5.  Preemptive  Rights.  Holders  of  the  capital  stock  of  the
Corporation  shall not be entitled  to  preemptive  rights  with  respect to any
shares or other securities of the Corporation which may be issued.

     ARTICLE 6. Internal  Affairs.  The Corporation shall be under the direction
of a board of directors.  The board of directors  shall consist of not less than
twelve (12) nor more than  twenty-four  (24) directors.  The number of directors
shall be as stated in the Corporation's  by-laws, as may be amended from time to
time. The board of directors  shall divide the directors into three classes and,
when the number of directors is changed, shall determine the class or classes to
which the  increased or  decreased  number of  directors  shall be  apportioned;
provided, that the directors in each class shall be as nearly equal in number as
possible;  provided,  further, that no decrease in the number of directors shall
affect  the  term  of  any  director  then  in  office;  and  provided  that  no
classification of directors shall be effective prior to the first annual meeting
of shareholders.


                                        2

<PAGE>



     The term of office of  directors  elected  at the first  annual  meeting of
shareholders  shall be as follows:  the term of office of directors of the first
class  shall  expire at the first  annual  meeting of  shareholders  after their
election;  the term of office of  directors  of the second class shall expire at
the second annual meeting of  shareholders  after their election and the term of
office of directors of the third class shall expire at the third annual  meeting
of shareholders  after their election;  and, as to directors of each class, when
their respective successors are elected and qualified. At each subsequent annual
meeting of  shareholders,  directors  elected to succeed  those  whose terms are
expiring shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders and when their respective  successors are elected
and qualified.  Any vacancy  occurring in the board of directors,  including any
vacancy  created by reason of an increase in the number of  directors,  shall be
filled by a majority  vote of the  directors  then in  office,  whether or not a
quorum,  and any director so chosen shall hold office until the next election of
directors by the shareholders.

     Any  director may be removed for cause by an  affirmative  vote of at least
two-thirds  of the total  votes  eligible to be cast by  shareholders  at a duly
constituted  meeting of shareholders called expressly for that purpose. At least
twenty  (20),  but not more than  sixty  (60),  days  prior to such  meeting  of
shareholders,  written  notice shall be sent to the director or directors  whose
removal  will be  considered  at such  meeting.  No director may be removed as a
director except for cause.

     The board of  directors  or the  shareholders  may adopt,  alter,  amend or
repeal the by-laws of the  Corporation.  Such  action by the board of  directors
shall require the affirmative  vote of at least two-thirds of the directors then
in  office  at a duly  constituted  meeting  of the  board of  directors  called
expressly for such purpose.  Such action by the  shareholders  shall require the
affirmative  vote of at least  two-thirds of the total votes eligible to be cast
by shareholders at a duly constituted  meeting of shareholders  called expressly
for such purpose.

     Special  meetings of the  shareholders  for any purpose or purposes  may be
called at any time by the chairman of the board, the president, or a majority of
the  directors  then in office and shall be called by the chairman of the board,
the president,  or the secretary upon the written  request of the holders of not
less than one-third of all the stock of the Corporation  entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered at the registered office of the Corporation  addressed to
the chairman of the board, the president or the secretary.

     ARTICLE 7.  Indemnification.  The  Corporation  shall indemnify each person
(and  the  heirs  and  legal  representatives  of such  person)  who is or was a
director  or  officer  of  the  Corporation,   or  of  any  other   corporation,
partnership,  joint venture, trust or other enterprise which he or she served in
any capacity at the request of the  Corporation,  against any and all  liability
and reasonable  expense that may be incurred by him or her in connection with or
resulting from any claim,  action, suit, or proceeding (whether brought by or in
the right of the  Corporation  or such  other  corporation,  partnership,  joint
venture,   trust  or  other   enterprise   or   otherwise),   civil,   criminal,
administrative  or  investigative,  or threat thereof,  or in connection with an
appeal relating thereto,  in which he or she may become involved,  as a party or
otherwise,  by  reason  of his or her being or  having  been  such  director  or
officer, or by reason of any past or future action or omission or alleged action
or omission  (including  those antedating the adoption of these Articles) by him
or her in such  capacity,  whether or not he or she  continues to be such at the
time such liability or expense is incurred.


                                        3

<PAGE>



     Each  person  identified  above  shall be  indemnified  by the  Corporation
provided such person acted in good faith, in what he or she believed to be in or
not opposed to the best interest of the  Corporation or such other  corporation,
partnership,  joint venture, trust or other enterprise,  as the case may be, and
in  addition,  with  respect  to  any  criminal  action  or  proceeding,  had no
reasonable cause to believe that his or her conduct was unlawful.

     Any such  officer or director  referred to in this Article may rely upon an
opinion  of  counsel,  whether  general  counsel  for  the  Corporation  or  any
designated  counsel retained by the  Corporation,  to provide an opinion to such
person  as to the  propriety  of  acting  and if said  person  relies  upon said
opinion, he or she shall have deemed to have acted in good faith.

     Any such  officer or  director  referred  to in this  Article  who has been
wholly  successful,  on the  merits or  otherwise,  with  respect  to any claim,
action, suit, or proceeding shall have been deemed to have acted in good faith.

     Termination  of  any  claim,   action,  suit  or  proceeding  by  judgment,
settlement or conviction,  or upon a plea of guilty or nolo  contendere,  or its
equivalent,  shall not create a  presumption  that a director or officer did not
meet the standards of conduct set forth above.

     As used in this Article, the terms "liability" and "expense" shall include,
but not be limited to, counsel fees and  disbursements and amounts of judgments,
fines and penalties against, and amounts paid in settlement by or on behalf of a
director or officer.  Expenses incurred with respect to any such claim,  action,
suit or  proceeding  may be  advanced  by the  Corporation  prior  to the  final
disposition  thereof  upon  receipt  of an  undertaking  by on or  behalf of the
recipient to repay such amount  unless he or she is entitled to  indemnification
under this Article.

     The  Corporation  shall  purchase and  maintain  insurance on behalf of any
person who is or was a director  or  officer  of the  Corporation,  or is or was
serving at the  request of the  Corporation  as a director or officer of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
liability  asserted  against  him or her and  incurred by him or her in any such
capacity  or arising out of his status as such,  whether or not the  Corporation
would have power to indemnify him against such liability  under the provision of
this Article.

     The rights of indemnification provided in this Article shall be in addition
to any rights to which any person concerned may otherwise be entitled by contact
or as a matter of law, and  irrespective of the provisions of this Article,  the
board of  directors  may,  at any  time  and  from  any  time to  time,  approve
indemnification of directors, officers or employees to the full extend permitted
by the  provisions  of the  Wisconsin  Business  Corporation  Law at the time in
effect, whether on account of past or future actions.

     ARTICLE 8. Registered Office and Registered  Agent. The initial  registered
office of the Corporation is located in Dane County,  Wisconsin,  the address of
such registered office is 222 West Washington Avenue, Madison,  Wisconsin 53703,
and the name of its initial  registered agent at such address is C T Corporation
System.


                                        4

<PAGE>



     ARTICLE 9. Beneficial Ownership  Limitation.  As long as the Corporation is
registered with the Federal Savings and Loan Insurance  Corporation as a holding
company,  no person shall directly or indirectly offer to acquire or acquire the
beneficial  ownership of 10 percent or more of the issued and outstanding Voting
Stock (as defined in Article 10 hereto) of the Corporation, unless such offer to
acquire or  acquisition  has  received  the prior  approvals  of (i) the Federal
Savings  and  Loan  Insurance  Corporation,  and (ii)  the  holders  of at least
two-thirds of the outstanding  Voting Stock of the Corporation  entitled to vote
at a duly constituted  meeting of shareholders  called for such purpose.  In the
event Voting Stock is acquired in violation of this Article 9, the excess shares
shall no longer be  entitled  to vote on any  matter or take  other  shareholder
action or be counted in determining  the total number of outstanding  shares for
purposes of any matter involving  shareholder action, and the board of directors
may cause such excess shares to be  transferred  to an  independent  trustee for
sale on the open market or  otherwise,  with the  expenses of such trustee to be
paid out of the  proceeds  from such  sale.  The term  "person"  as used in this
Article  9 means an  individual,  group  acting in  concert,  a  corporation,  a
partnership,   an  association,   a  joint  stock  company,  a  trust,  and  any
unincorporated organization or similar company. The term "offer" as used in this
Article 9 includes  every offer to buy or acquire,  solicitation  of an offer to
sell,  tender offer for, or request or  invitation  for tender of, a security or
interest in a security for value.

     The board of directors of the  Corporation,  when  evaluating  any offer of
another person (as defined in Article 9 hereof) to (i) make a tender or exchange
offer for any equity security of the Corporation, (ii) merger or consolidate the
Corporation with another institution, or (iii) purchase or otherwise acquire all
or substantially all of the properties and assets of the Corporation,  shall, in
connection with the exercise of its judgment in determining  what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors,  including without  limitation the social and economic effects
of  acceptance  of such offer on (a)  depositors,  borrowers  and  employees  of
savings  and  loan  association  subsidiaries  of  the  Corporation,  and on the
communities  in which  such  subsidiaries  operate  or are  located  and (b) the
ability of such  subsidiaries  to fulfill  the  objectives  of savings  and loan
associations under applicable Wisconsin and federal statutes and regulations.

     ARTICLE 10.  Certain Business Combinations.

                  Subsection 1. Vote Required for Certain Business Combinations.

                    A.  Higher  Vote  for  Certain  Business  Combinations.   In
addition  to  any  affirmative  vote  required  by  law  or  these  Articles  of
Incorporation,  and except as otherwise  expressly  provided in  subsection 2 of
this Article 10:

                         (i) any merger or  consolidation  of the Corporation or
                    any  Subsidiary  (as  hereinafter   defined)  with  (a)  any
                    Interested  Shareholder (as hereinafter  defined) or (b) any
                    other  corporation  (whether  or not  itself  an  Interested
                    Shareholder) which is, or after such merger or consolidation
                    would  be,  an  Affiliate  (as  hereinafter  defined)  of an
                    Interested Shareholder; or


                                        5

<PAGE>



                         (ii)  any  sale,  lease,  exchange,  mortgage,  pledge,
                    transfer  or  other  disposition  (in one  transaction  or a
                    series   of   transactions)   to  or  with  any   Interested
                    Shareholder or any Affiliate of any  Interested  Shareholder
                    of any assets of the Corporation or any Subsidiary having an
                    aggregate Fair Market Value of $1,000,000 or more; or

                         (iii) the  issuance or transfer by the  Corporation  or
                    any   Subsidiary   (in  one   transaction  or  a  series  of
                    transactions)  of any  securities of the  Corporation or any
                    Subsidiary to any Interested Shareholder or any Affiliate of
                    any Interested  Shareholder in exchange for cash, securities
                    or other  property  (or a  combination  thereof)  having  an
                    aggregate Fair Market Value of $1,000,000 or more; or

                         (iv)  the  adoption  of any  plan or  proposal  for the
                    liquidation or dissolution of the Corporation proposed by or
                    on behalf of an Interested  Shareholder  or any Affiliate of
                    any Interested Shareholder; or

                         (v) any  reclassification of securities  (including any
                    reverse   stock   split),   or   recapitalization   of   the
                    Corporation,   or  any  merger  or   consolidation   of  the
                    Corporation  with  any of  its  Subsidiaries  or  any  other
                    transaction  (whether  or not  with  or  into  or  otherwise
                    involving an Interested  Shareholder)  which has the effect,
                    directly or  indirectly,  of  increasing  the  proportionate
                    share of the  outstanding  shares  of any class of equity or
                    convertible  securities of the Corporation or any Subsidiary
                    which is  directly  or  indirectly  owned by any  Interested
                    Shareholder or any Affiliate of any Interested Shareholder;

shall require the affirmative  vote of (a) the holders of at least two-thirds of
the  voting  power  of the  then  outstanding  shares  of  capital  stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock"),  voting  together  as a single  class and (b) the holders of at least a
majority of the Voting Stock,  voting together as a single class,  excluding for
purposes of calculating  both the affirmative vote and the number of outstanding
shares of Voting Stock all shares of Voting Stock of which the beneficial  owner
is an  Interested  Shareholder  or any  Affiliate of an  Interested  Shareholder
referred to in clauses (i) through  (v)  referred to in this  paragraph  A. Such
affirmative vote shall be required  notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law.

                    B. Definition of "Business  Combination." The term "Business
Combination"  as used in this  Article  10 shall mean any  transaction  which is
referred to in any one or more of clauses (i) through (v) of paragraph A of this
subsection 1.


                                        6

<PAGE>



                  Subsection 2.  When Higher Vote is Not Required.

                  The provisions of subsection 1 of this Article 10 shall not be
applicable to any particular Business Combination, and such Business Combination
shall  require  only such  affirmative  vote as is required by law and any other
provision of these Articles of Incorporation, if all of the conditions specified
in either of the following paragraphs A and B are met:

                    A.   Approval  by   Continuing   Directors.   The   Business
Combination  shall have been approved by a majority of the Continuing  Directors
(as hereinafter defined).

                    B. Price and  Procedure  Requirements.  All of the following
conditions shall have been met:

                         (i) The  aggregate  amount  of the  cash  and the  Fair
                    Market Value (as hereinafter  defined) as of the date of the
                    consummation  of the Business  Combination of  consideration
                    other  than  cash to be  received  per share by  holders  of
                    common stock in such Business  Combination shall be at least
                    equal to the highest of the following:

                                            (a) (if  applicable) the highest per
                    share price (including any brokerage  commissions,  transfer
                    taxes and  soliciting  dealers' fees) paid by the Interested
                    Shareholder  for any shares of common  stock  acquired by it
                    (1)  within the  two-year  period  immediately  prior to the
                    first  public  announcement  of the proposal of the Business
                    Combination  (the   "Announcement   Date")  or  (2)  in  the
                    transaction  in which it became an  Interested  Shareholder,
                    whichever is higher; or

                                            (b) the Fair Market  Value per share
                    of common stock on the  Announcement  Date or on the date on
                    which  the  Interested   Shareholder  became  an  Interested
                    Shareholder (such latter date is referred to in this Article
                    10 as the "Determination Date"), whichever is higher.

                         (ii)  The  aggregate  amount  of the  cash and the Fair
                    Market  Value  as of the  date  of the  consummation  of the
                    Business  Combination of consideration other than cash to be
                    received  per share by holders of shares of any other  class
                    of  outstanding  Voting Stock shall be at least equal to the
                    highest  of  the  following  (it  being  intended  that  the
                    requirements  of this  paragraph B (ii) shall be required to
                    be met with  respect to every  class of  outstanding  Voting
                    Stock,  whether  or  not  the  Interested   Stockholder  has
                    previously  acquired  any  shares of a  particular  class of
                    Voting Stock):


                                        7

<PAGE>



                                            (a) (if  applicable) the highest per
                    share price (including any brokerage  commissions,  transfer
                    taxes and  soliciting  dealers' fees) paid by the Interested
                    Shareholder  for any  shares of such  class of Voting  Stock
                    acquired by it (1) within two-year period  immediately prior
                    to the Announcement  Date or (2) in the transaction in which
                    it became an Interested Shareholder, whichever is higher;

                                            (b)  (if   applicable)  the  highest
                    preferential amount per share to which the holders of shares
                    of such class of Voting  Stock are  entitled in the event of
                    any voluntary or  involuntary  liquidation,  dissolution  or
                    winding up the Bank; or

                                            (c) the Fair Market  Value per share
                    of such class of Voting Stock on the Announcement Date or on
                    the Determination Date, whichever is higher.

                         (iii) The  consideration  to be  received by holders of
                    outstanding  Voting Stock  (including  common  stock) in the
                    Business Combination shall be in cash or in the same form as
                    the Interested Shareholder has previously paid for shares of
                    such class of Voting Stock.  If the  Interested  Shareholder
                    has paid  for  shares  of any  class of  Voting  Stock  with
                    varying forms of  consideration,  the form of  consideration
                    for such class of Voting  Stock  shall be either cash or the
                    form used to acquire  the  largest  number of shares of such
                    class of Voting Stock previously acquired by it.

                         (iv) After such  Interested  Shareholder  has become an
                    Interested Shareholder and prior to the consummation of such
                    Business  Combination:  (a)  there  shall  have  been (1) no
                    reduction  in the  annual  rate  of  dividends  paid  on the
                    capital   stock   (except  as   necessary   to  reflect  any
                    subdivision of the capital  stock),  except as approved by a
                    majority of the Continuing Directors, and (2) an increase in
                    such annual rate of  dividends  as  necessary to reflect any
                    reclassification   (including   any  reverse  stock  split),
                    recapitalization,  reorganization or any similar transaction
                    which has the effect of reducing  the number of  outstanding
                    shares of common  stock,  unless the  failure so to increase
                    such annual rate is approved by a majority of the Continuing
                    Directors;  and (b) such Interested  Shareholder  shall have
                    not become the beneficial owner of any additional  shares of
                    Voting Stock except as part of the transaction which results
                    in  such  Interested   Shareholder  becoming  an  Interested
                    Shareholder.


                                       8

<PAGE>



                         (v) After  such  Interested  Shareholder  has become an
                    Interested  Shareholder,  such Interested  Shareholder shall
                    not  have  received  the  benefit,  directly  or  indirectly
                    (except  proportionately  as a  shareholder),  of any loans,
                    advances,  guarantees, pledges or other financial assistance
                    or any tax credits or other tax  advantages  provided by the
                    Corporation,  whether in  anticipation  of or in  connection
                    with such Business Combination or otherwise.

                         (vi) A proxy or  information  statement  describing the
                    proposed   Business   Combination  and  complying  with  the
                    requirements of the Securities  Exchange Act of 1934 and the
                    rules  and   regulations   thereunder   (or  any  subsequent
                    provisions  replacing such Act, rules or regulations)  shall
                    be mailed to public shareholders of the Corporation at least
                    20  days  prior  to  the   consummation   of  such  Business
                    Combination  (whether  or  not  such  proxy  or  information
                    statement  is required to be mailed  pursuant to such Act or
                    subsequent provisions).

                  Subsection 3.  Certain Definitions.

                  For the purposes of this Article 10:

                  A. A "person" shall mean any individual,  firm, corporation or
other entity.

                  B. "Interested  Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who or which:

                         (i) is the beneficial owner, directly or indirectly, of
                    more than 10% of the voting power of the outstanding  Voting
                    Stock; or

                         (ii) is an Affiliate of the Corporation and at any time
                    within the two-year period  immediately prior to the date in
                    question was the beneficial  owner,  directly or indirectly,
                    of 10% or more of the voting  power of the then  outstanding
                    Voting Stock; or

                         (iii) is an assignee of or has  otherwise  succeeded to
                    any shares of Voting Stock which were at any time within the
                    two-year  period  immediately  prior to the date in question
                    beneficially  owned by any Interested  Shareholder,  if such
                    assignment or  succession  shall have occurred in the course
                    of a transaction or series of  transactions  not involving a
                    public  offering within the meaning of the Securities Act of
                    1933.

                  C. A person shall be a "beneficial owner" of any Voting Stock:

                         (i)  which  such  person  or any of its  Affiliates  or
                    Associates  (as  hereinafter  defined)   beneficially  owns,
                    directly or indirectly; or


                                        9

<PAGE>





                         (ii)  which  such  person or any of its  Affiliates  or
                    Associates has (a) the right to acquire  (whether such right
                    is  exercisable  immediately  or only  after the  passage of
                    time),   pursuant   to   any   agreement,   arrangement   or
                    understanding  or upon the  exercise of  conversion  rights,
                    exchange rights,  warrants or options, or otherwise,  or (b)
                    the right to vote pursuant to any agreement,  arrangement or
                    understanding; or

                         (iii)  which  are  beneficially   owned,   directly  or
                    indirectly,  by any other  person  with which such person or
                    any of its  Affiliates  or  Associates  has  any  agreement,
                    arrangement or  understanding  for the purpose of acquiring,
                    holding, voting or disposing of any shares of Voting Stock.

                  D. For the  purpose  of  determining  whether  a person  is an
Interested  Shareholder pursuant to paragraph B of this subsection 3, the number
of shares of Voting Stock deemed to be  outstanding  shall include shares deemed
owned  through  application  of  paragraph C of this  subsection 3 but shall not
include any other shares of Voting  Stock which may be issuable  pursuant to any
agreement,  arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

                  E.  "Affiliate"  or  "Associate"  shall  have  the  respective
meanings  ascribed  to such  terms  in  Rule  12b-2  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

                  F.  "Subsidiary"  means any corporation of which a majority of
any  class  of  equity  security  is  owned,  directly  or  indirectly,  by  the
Corporation;  provided,  however,  that for the  purposes of the  definition  of
Interested  Shareholder  set forth in paragraph B of this subsection 3, the term
"Subsidiary"  shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.

                  G.  "Continuing  Director"  means  any  member of the board of
directors of the Corporation who is unaffiliated with the Interested Shareholder
and was a member of the board of directors of the Corporation  prior to the time
that the  Interested  Shareholder  became  an  Interested  Shareholder,  and any
successor  of a  Continuing  Director who is  unaffiliated  with the  Interested
Shareholder and is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the board of directors of the Corporation.

                                       10

<PAGE>



                  H. "Fair Market Value" means:

                         (i) in the case of  stock,  the  highest  closing  sale
                    price during the 30- day period  immediately  preceding  the
                    date in question  of a share of such stock on the  principal
                    United  States  securities  exchange  registered  under  the
                    Securities  Exchange  Act of 1934 on  which  such  stock  is
                    listed,  or,  if  such  stock  is not  listed  on  any  such
                    exchange,  the highest closing bid quotation with respect to
                    a share of such stock during the 30-day period preceding the
                    date in question on the National  Association  of Securities
                    Dealers,  Inc.  Automated  Quotations  Systems or any system
                    then in use, or if no such  quotations  are  available,  the
                    fair market value on the date in question of a share of such
                    stock  as  determined  by  the  board  of  directors  of the
                    Corporation in good faith; and

                         (ii) in the case of  property  other than cash or stock
                    on the  date in  question  as  determined  by the  board  of
                    directors of the Corporation in good faith.

                  Subsection 4. Powers of the Board of Directors.

                  A majority of the directors of the Corporation  shall have the
power and duty to determine for the purposes of this Article 10, on the basis of
information known to them after reasonable  inquiry,  (A) whether a person is an
Interested  Shareholder,  (B) the number of shares of Voting Stock  beneficially
owned by any  person,  (C)  whether a person is an  Affiliate  or  Associate  of
another,  and (D)  whether  the assets  which are the  subject  of any  Business
Combination  have,  or the  consideration  to be  received  for the  issuance or
transfer of  securities  by the  Corporation  or any  Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.

                  Subsection 5. No Effect on Fiduciary Obligations of Interested
Shareholders.

                  Nothing  contained  in this  Article 10 shall be  construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by law.

         ARTICLE 11. Amendment of Articles of Incorporation. Except as set forth
in this  Article  or as  otherwise  required  by law,  no  amendment,  addition,
alteration, change or repeal of any provision of these Articles of Incorporation
shall be made,  unless such is first  proposed by the board of  directors of the
Corporation,  upon the affirmative  vote of at least two-thirds of the directors
then in office at a duly  constituted  meeting of the board of directors  called
expressly for such purpose,  and thereafter  approved by the shareholders by the
affirmative vote of the holders of at least two-thirds of the shares entitled to
vote  thereon,  unless any class or series of shares is entitled to vote thereon
as a class in which event the proposed amendment,  addition,  alteration, change
or repeal of any provision of these Articles of  Incorporation  shall be adopted
upon  receiving the  affirmative  vote of holders of a majority of the shares of
each class and of each series  entitled to vote  thereon and of the total shares
entitled to vote thereon. Any amendment,  addition, alteration, change or repeal
of any provision of these  Articles of  Incorporation  shall be effective on the
date it is filed with the Secretary of State of the State of Wisconsin or within
thirty-one  (31) days after such  filing if so  specified  in such  approval  of
shareholders.

                                       11

<PAGE>





         ARTICLE 12.   Incorporators.  The name and address of each incorporator
are as follows:

        NAME                                  ADDRESS

   Ralph R. Staven         300 Wisconsin Avenue, Waukesha, Wisconsin 53187

   Bruce R. Buss           1305 Main Street, Stevens Points, Wisconsin 54481


         IN WITNESS WHEREOF,  these Restated Articles of Incorporation have been
duly adopted by the Board of Directors of First Financial Corporation on January
18, 1995  pursuant to Sections  180.1007(1)  and (2) of the  Wisconsin  Business
Corporation  Law and  supersede  and take the place of the existing  articles of
incorporation and any amendments to the articles of incorporation.




                                      -------------------------------
                                      Robert M. Salinger, Secretary

This document was drafted by:
Attorney Robert M. Salinger

RETURN TO:
Robert M. Salinger
1305 Main Street
Stevens Point, WI  54481-2811

                                       12


<PAGE>


                              ARTICLES OF AMENDMENT

                           FIRST FINANCIAL CORPORATION

                             A WISCONSIN CORPORATION



         1.  The  name of the  corporation  is First  Financial  Corporation,  a
Wisconsin Corporation with its registered office in Dane County, Wisconsin.

         2. The amendment to the Articles of  Incorporation  of First  Financial
Corporation  is as  follows:  ARTICLE 6 is amended to provide  that the Board of
Directors  shall  consist  of not less  than 7  directors  (formerly  Article  6
provided  that  the  Board  of  Directors  shall  consist  of not  less  than 12
directors). This will be accomplished by deleting the second sentence of Article
6 and replacing it with the following:

                  "The Board of Directors  shall  consist of not less than seven
                  (7) nor more than twenty-four (24) Directors."

The remaining  provisions of Article 6 (other than the second  sentence,  quoted
above) are  unaffected by this  Amendment  and shall  continue in full force and
effect.

         3. Said Amendment to the Articles of  Incorporation  of First Financial
Corporation was adopted by the  shareholders and the Board of Directors on April
22, 1997, in accordance with Section 180.1003, Wisconsin Statutes.

         4. The total  number  of shares  outstanding  is  seventy-five  million
(75,000,000)  common shares;  the total number of shares entitled to vote on the
Amendment is  thirty-six  million nine hundred  twelve  thousand  three  hundred
twenty-six  (36,912,326)  common  shares;  and the  affirmative  number of votes
requisite for adoption for such  Amendment was  twenty-four  million six hundred
eight thousand two hundred and eighteen (24,608,218) common shares.

         5. The total number of shares voted for the  Amendment  was  thirty-one
million seven hundred forty-one thousand one hundred  eighty-seven  (31,741,187)
common shares;  the total number of shares voted against such Amendment was five
hundred eighty-six thousand three hundred ninety-four (586,394); and two hundred
fifty-one thousand two hundred sixty-two (251,262) common shares abstained.



<PAGE>



         6. The  effective  time of this  Amendment  shall be the time of filing
these Articles of Amendment.

         Executed in duplicate and sealed this 22nd day of April, 1997.





                                         /s/ John C. Seramur
                                         -----------------------------
                                         John C. Seramur, President


(SEAL)

                                         /s/ Robert M. Salinger
                                         -----------------------------
                                         Robert M. Salinger, Secretary







This document was drafted by:
Attorney Robert M. Salinger

Return to:
---------

Robert M. Salinger, Esq.
1305 Main Street
Stevens Point, WI  54481-2811