EXHIBIT 3-A

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                  AMBANC CORP.


         Ambanc Corp.  (hereinafter  referred to as the  "Corporation"),  having
duly  elected  to be  governed  by the  Indiana  Business  Corporation  Law (the
"Corporation   Law")  and   desiring  to  amend  and  restate  its  Articles  of
Incorporation, as amended, effective upon the date of the filing hereof with the
Indiana  Secretary of State pursuant to the provisions of the  Corporation  Law,
submits the following Restated Articles of Incorporation:


                                    ARTICLE I

                                      Name

         The name of the Corporation is Ambanc Corp.


                                   ARTICLE II

                               Purposes and Powers

         Section 1.  Purposes of the  Corporation.  The  purposes  for which the
Corporation  is formed are to transact any or all lawful  business  permitted by
applicable law and for which  corporations  may now or hereafter be incorporated
under the Corporation Law.

         Section 2. Powers of the  Corporation.  The Corporation  shall have (a)
all powers now or hereafter authorized by or vested in corporations  pursuant to
the provisions of the Corporation Law, (b) all powers now or hereafter vested in
corporations  by common  law or any other  statute  or act,  and (c) all  powers
authorized by or vested in the  Corporation  by the provisions of these Restated
Articles of  Incorporation  or by the  provisions  of its Bylaws as from time to
time in effect.


                                   ARTICLE III

                                Term of Existence

         The period during which the Corporation shall continue is perpetual.


<PAGE>


                                   ARTICLE IV

                           Registered Office and Agent

         The street address of the  Corporation's  registered office at the time
of adoption of these Restated Articles of Incorporation is 302 Main Street, P.O.
Box 438,  Vincennes,  Indiana 47591,  and the name of its Resident Agent at such
office at the time of adoption of these Restated  Articles of  Incorporation  is
Robert G.
Watson.


                                    ARTICLE V

                                     Shares

         The total number of shares of capital  stock that the  Corporation  has
authority to issue shall be 10,200,000  shares  consisting of 10,000,000  common
shares (the  "Common  Shares")  and  200,000  preferred  shares (the  "Preferred
Shares").  The  Corporation's  shares  shall  have a par  value  of ten  dollars
($10.00) per share.


                                   ARTICLE VI

                                 Terms of Shares

         Section 1. General Terms of All Shares.  The Corporation shall have the
power to acquire (by purchase,  redemption,  or otherwise),  hold, own,  pledge,
sell, transfer,  assign, reissue,  cancel, or otherwise dispose of the shares of
the  Corporation  in the manner and to the extent now or hereafter  permitted by
the laws of the State of Indiana.  The power to purchase,  redeem,  or otherwise
acquire the Corporation's own shares,  directly or indirectly,  may be exercised
without  pro rata  treatment  of the owners or holders of any class or series of
shares.  The  Corporation  may not  purchase,  redeem or  otherwise  acquire the
Corporation's own shares if, after giving effect thereto,  the Corporation would
not be able to pay its debts as they become due in the usual  course of business
or the  Corporation's  total  assets  would be less than its  total  liabilities
(without regard to any amounts that would be needed,  if the Corporation were to
be dissolved at the time of the purchase,  redemption, or other acquisition,  to
satisfy  the  preferential   rights  upon  dissolution  of  shareholders   whose
preferential  rights are  superior  to those of the holders of the shares of the
Corporation being purchased,  redeemed, or otherwise acquired,  unless otherwise
expressly  provided  with  respect  to a  series  of  Preferred  Shares  in  the
provisions of these Restated  Articles of Incorporation  adopted by the Board of
Directors  pursuant to Section 3(a) of this Article VI  describing  the terms of
such  series).  Shares of the  Corporation  purchased,  redeemed,  or  otherwise
acquired by it shall constitute authorized but unissued shares, unless the Board
of  Directors  shall at any time adopt a resolution  providing  that such shares
constitute authorized and issued but not outstanding shares.

<PAGE>


         The Board of Directors of the  Corporation  may dispose of, issue,  and
sell shares in accordance  with, and in such amounts as may be permitted by, the
laws of the State of Indiana and the  provisions of these  Restated  Articles of
Incorporation and for such consideration,  at such price or prices, at such time
or times  and upon  such  terms  and  conditions  (including  the  privilege  of
selectively  repurchasing the same) as the Board of Directors of the Corporation
shall  determine,  without the  authorization or approval by any shareholders of
the  Corporation.  Shares may be disposed of, issued,  and sold to such persons,
firms,  or  corporations  as the Board of Directors may  determine,  without any
preemptive  or other right on the part of the owners or holders of other  shares
of the  Corporation  of any class or kind to  acquire  such  shares by reason of
their ownership of such other shares.

         The  Corporation  shall have the power to declare and pay  dividends or
other  distributions  upon the issued and outstanding shares of the Corporation,
subject to the limitation that a dividend or other  distribution may not be made
if, after giving it effect,  the Corporation  would not be able to pay its debts
as they become due in the usual  course of business or the  Corporation's  total
assets would be less than its total  liabilities  (without regard to any amounts
that would be needed, if the Corporation were to be dissolved at the time of the
dividend  or  other  distribution,  to  satisfy  the  preferential  rights  upon
dissolution of shareholders whose  preferential  rights are superior to those of
the  holders of shares  receiving  the  dividend or other  distribution,  unless
otherwise expressly provided with respect to a series of Preferred Shares in the
provisions of these Restated  Articles of Incorporation  adopted by the Board of
Directors  pursuant to Section 3(a) of this Article VI  describing  the terms of
such series).  The Corporation shall have the power to issue shares of one class
or series as a share dividend or other  distribution in respect of that class or
series or one or more  other  classes  or  series,  except  as may be  otherwise
provided with respect to a series of Preferred Shares in the provisions of these
Restated Articles of Incorporation adopted by the Board of Directors pursuant to
Section 3(a) of this Article VI describing the terms of such series.

         Section 2. Terms of Common Shares.  The Common Shares shall be equal in
every respect insofar as their relationship to the Corporation is concerned, but
such  equality of rights shall not imply  equality of treatment as to redemption
or other acquisition of shares by the Corporation.  Subject to the rights of the
holders of any issued and  outstanding  Preferred  Shares under this Article VI,
the  holders  of  Common  Shares  shall be  entitled  to share  ratably  in such
dividends or other distributions  (other than purchases,  redemptions,  or other
acquisitions of Common Shares of the  Corporation),  if any, as are declared and
paid from time to time on the Common  Shares at the  discretion  of the Board of
Directors.  In the event of any liquidation,  dissolution,  or winding up of the
Corporation, either voluntary or involuntary, after payment shall have been made
to the holders of the Preferred Shares of the full amount to which they shall be
entitled  under this Article VI, the holders of Common Shares shall be entitled,
to the exclusion of the holders of the  Preferred  Shares of any and all series,
to share,  ratably  according  to the number of shares of Common  Shares held by
them, in all remaining  assets of the Corporation  available for distribution to
its shareholders.

<PAGE>

         Section 3.  Terms of Preferred Shares.

         (a)  Preferred  Shares  may be issued  from time to time in one or more
series,  each  such  series  to  have  such  distinctive  designation  and  such
preferences,  limitations,  and relative voting and other rights as shall be set
forth in these Restated Articles of  Incorporation.  Subject to the requirements
of the  Corporation  Law and subject to all other  provisions of these  Restated
Articles of Incorporation,  the Board of Directors of the Corporation may create
one or more  series of  Preferred  Shares  and may  determine  the  preferences,
limitations,  and  relative  voting  and other  rights of one or more  series of
Preferred  Shares  before  the  issuance  of any  shares  of that  series by the
adoption  of an  amendment  to these  Restated  Articles of  Incorporation  that
specifies the terms of that series of Preferred  Shares.  All shares of a series
of Preferred Shares must have preferences,  limitations, and relative voting and
other rights identical to those of other shares of the same series. No series of
Preferred Shares need have preferences, limitations, or relative voting or other
rights identical with those of any other series of Preferred Shares.

         Before issuing any shares of a series of Preferred Shares, the Board of
Directors shall adopt an amendment to these Restated  Articles of Incorporation,
which shall be effective without any shareholder  approval or other action, that
fixes and sets forth the distinctive  designation of such series;  the number of
shares that shall  constitute  such  series,  which  number may be  increased or
decreased  (but not below the number of shares  thereof then  outstanding)  from
time to  time  by  action  of the  Board  of  Directors;  and  the  preferences,
limitations,  and relative  voting and other rights of the series.  Authority is
hereby expressly vested in the Board of Directors, by such amendment, to fix all
of  the  preferences  or  rights,  and  any  qualifications,   limitations,   or
restrictions  of such  preferences or rights,  of such series to the full extent
permitted by the Corporation Law; provided,  however,  that no such preferences,
rights,  qualifications,  limitations, or restrictions shall be in conflict with
these Restated Articles of Incorporation or any amendment hereof.

         (b)  Preferred  Shares of any series that have been  redeemed  (whether
through the  operation  of a sinking  fund or  otherwise)  or  purchased  by the
Corporation,  or that, if  convertible,  have been  converted into shares of the
Corporation  of any other  class or series,  may be  reissued  as a part of such
series or of any other series of Preferred  Shares,  subject to such limitations
(if any) as may be fixed by the Board of  Directors  with respect to such series
of Preferred Shares in accordance with Section 3(a) of this Article VI.


<PAGE>

                                   ARTICLE VII

                                  Voting Rights

         Section  1.  Common  Shares.   Except  as  otherwise  provided  by  the
Corporation  Law and  subject to such  shareholder  disclosure  and  recognition
procedures  (which may include  sanctions  for  noncompliance  therewith  to the
fullest  extent  permitted by the  Corporation  Law) as the  Corporation  may by
action of the Board of Directors  establish,  the Common  Shares have  unlimited
voting rights.  At every meeting of the  shareholders of the  Corporation  every
holder of Common  Shares shall be entitled to one vote in person or by proxy for
each Common Share standing in such holder's name on the share  transfer  records
of the Corporation.

         Section 2. Preferred Shares.  Except as required by the Corporation Law
or by the provisions of these Restated Articles of Incorporation  adopted by the
Board of Directors  pursuant to Section 3(a) of Article VI hereof describing the
terms of Preferred  Shares or a series thereof,  the holders of Preferred Shares
shall have no voting  rights or powers.  Preferred  Shares  shall,  when validly
issued by the  Corporation,  entitle the record  holder  thereof to vote on such
matters,  but only on such  matters as the holders  thereof are entitled to vote
under the  Corporation  Law or under these  Restated  Articles of  Incorporation
adopted by the Board of Directors  pursuant to Section 3(a) of Article VI hereof
describing the terms of Preferred  Shares or a series thereof (which  provisions
may provide for  special,  conditional,  limited,  or unlimited  voting  rights,
including  multiple  or  fractional  votes per  share,  or for no right to vote,
except to the  extent  required  by the  Corporation  Law) and  subject  to such
shareholder  disclosure and recognition  procedures (which may include sanctions
for  noncompliance  therewith to the fullest extent permitted by the Corporation
Law) as the Corporation may by action of the Board of Directors establish.


                                  ARTICLE VIII

                                    Directors

         Section 1.  Number.  The Board of  Directors at the time of adoption of
these Restated Articles of Incorporation is composed of eleven (11) members. The
number of Directors shall be fixed by, or fixed in accordance  with, the Bylaws.
Whenever  there are nine or more  Directors,  the  Bylaws may also  provide  for
staggering  the terms of the members of the Board of  Directors  by dividing the
total number of Directors  into two or three groups (with each group  containing
one-half  or  one-third  of the total,  as near as may be) whose terms of office
expire at different times.


<PAGE>

     Section 2.  Election  of  Directors  by Holders of  Preferred  Shares.  The
holders of one or more series of  Preferred  Shares may be entitled to elect all
or a  specified  number of  Directors,  but only to the  extent  and  subject to
limitations as may be set forth in the provisions of these Restated  Articles of
Incorporation  adopted by the Board of  Directors  pursuant  to Section  3(a) of
Article VI hereof describing the terms of the series of Preferred Shares.

     Section 3. Vacancies.  Vacancies  occurring in the Board of Directors shall
be filled in the manner  provided in the Bylaws or, if the Bylaws do not provide
for the filling of vacancies, in the manner provided by the Corporation Law.

     Section 4. Removal of Directors.  Any or all of the members of the Board of
Directors  may  be  removed,  with  or  without  cause,  at  a  meeting  of  the
shareholders  called expressly for that purpose,  by the affirmative vote of the
holders of at least 80 percent of the  outstanding  shares then entitled to vote
at an election of  Directors.  However,  a Director  elected by the holders of a
series of Preferred  Shares as  authorized by Section 2 of this Article VIII may
be removed only by the affirmative vote of the holders of at least 80 percent of
the  outstanding  shares of that series then  entitled to vote at an election of
Directors. Directors may not be removed by the Board of Directors.

     Section 5.  Liability  of  Directors.  A Director's  responsibility  to the
Corporation shall be limited to discharging his duties as a Director,  including
his duties as a member of any committee of the Board of Directors  upon which he
may serve, in good faith,  with the care an ordinarily  prudent person in a like
position  would  exercise  under  similar  circumstances,  and in a  manner  the
Director reasonably believes to be in the best interests of the Corporation, all
based on the facts then known to the Director.


<PAGE>

         In  discharging  his  duties,   a  Director  is  entitled  to  rely  on
information,  opinions,  reports, or statements,  including financial statements
and other financial data, if prepared or presented by:

                  (a) One or more officers or employees of the Corporation  whom
         the Director  reasonably  believes to be reliable and  competent in the
         matters presented;

                  (b) Legal counsel, public accountants,  or other persons as to
         matters the  Director  reasonably  believes  are within  such  person's
         professional or expert competence; or

                  (c) A  committee  of the Board of which the  Director is not a
         member  if  the  Director  reasonably  believes  the  committee  merits
         confidence;

but a  Director  is not  acting  in good  faith if the  Director  has  knowledge
concerning  the matter in question that makes  reliance  otherwise  permitted by
this Section 5 unwarranted. A Director may, in considering the best interests of
the Corporation, consider the effects of any action on shareholders,  employees,
suppliers, and customers of the Corporation, and communities in which offices or
other  facilities  of the  Corporation  are located,  and any other  factors the
Director considers pertinent.

         Directors shall be immune from personal  liability for any action taken
as a  Director,  or any  failure  to take  any  action,  to the  fullest  extent
permitted by the applicable  provisions of the Corporation Law from time to time
in effect and by general principles of corporate law.


                                   ARTICLE IX

                      Provisions for Regulation of Business
                      and Conduct of Affairs of Corporation

         Section 1.  Bylaws.  The Board of  Directors  shall have the  exclusive
power to make, alter, amend, or repeal, or to waive provisions of, the Bylaws of
the Corporation by the affirmative vote of a majority of the number of Directors
then in office,  except as provided by the  Corporation  Law. All provisions for
the regulation of the business and management of the affairs of the  Corporation
not stated in these Restated  Articles of  Incorporation  shall be stated in the
Bylaws.  The  Board  of  Directors  may  also  adopt  Emergency  Bylaws  of  the
Corporation  and shall have the  exclusive  power  (except as may  otherwise  be
provided therein) to make,  alter,  amend, or repeal, or to waive provisions of,
the Emergency  Bylaws by the affirmative vote of a majority of the entire number
of Directors at the time.

<PAGE>

         Section 2. Amendment or Repeal. (a) Any amendment,  change or repeal of
Section 4 of Article  VIII,  Section 2 of this Article IX, or Article X of these
Restated  Articles of  Incorporation,  or any other  amendment of these Restated
Articles of Incorporation which would have the effect of modifying or permitting
circumvention  of those  provisions,  shall require the  affirmative  vote, at a
meeting  of  shareholders  of the  Corporation,  by the  holders  of at least 80
percent  of the  outstanding  shares  of all  classes  of  Voting  Shares of the
Corporation  (considered for purposes of this Section 2(a) as a single class and
as  defined  in  Article X) and,  if the  amendment,  change or repeal  shall be
proposed by or on behalf of a Related Person (as that term is defined in Article
X), by an Independent  Majority of Shareholders;  provided,  however,  that this
Section  2(a) shall not apply to, and such vote shall not be required  for,  any
such  amendment,  change or repeal  recommended to shareholders by the favorable
vote  of not  less  than  two-thirds  of the  Board  of  Directors  and,  if the
amendment,  change  or  repeal  shall be  proposed  by or on behalf of a Related
Person,  by the favorable  vote of not less than  two-thirds  of the  Continuing
Directors  (as defined in Article X and computed  with  reference to the Related
Person  who  shall  propose  such  amendment,  change or  repeal),  and any such
amendment,  change or repeal so recommended  shall require only the  shareholder
vote required under the applicable provisions of the Corporation Law.

         (b) Except as otherwise  expressly  provided in Section 2(a) above, the
Corporation  shall be deemed,  for all  purposes,  to have reserved the right to
amend,  alter,  change or  repeal  any  provision  contained  in these  Restated
Articles  of  Incorporation  to the extent  and in the  manner now or  hereafter
permitted  or  prescribed  by  statute,  and all rights  herein  conferred  upon
shareholders are granted subject to such reservation.


                                    ARTICLE X

                        Approval of Business Combinations

         Section 1.  Supermajority  Vote. Except as provided in Sections 2 and 3
of this Article X, neither the  Corporation  nor any of its  Subsidiaries  shall
become party to any Business Combination with a Related Person without the prior
affirmative vote at a meeting of the Corporation's shareholders:

         (a) By the  holders  of not less  than 80  percent  of the  outstanding
shares  of all  classes  of  Voting  Shares of the  Corporation  considered  for
purposes of this Article X as a single class, and

<PAGE>


         (b)      By an Independent Majority of Shareholders.

Such favorable votes shall be in addition to any shareholder  vote that would be
required   without   reference   to  this   Section  1  and  shall  be  required
notwithstanding  the fact  that no vote may be  required,  or that  some  lesser
percentage  may be  specified  by law or in other  Articles  of  these  Restated
Articles of Incorporation or the Bylaws of the Corporation or otherwise.

         Section 2. Reduced  Supermajority Vote for Fair Pricing. The percentage
vote  required by Section  1(a) of this Article X shall be reduced from not less
than 80 percent to not less than two-thirds,  if all of the conditions set forth
in subsections (a) through (d) of this Section 2 are satisfied.

         (a)  The  fair  market  value  of the  property,  securities  or  other
consideration  to be  received  per share by  holders of each class or series of
capital shares of the Corporation in the Business Combination is not less, as of
the date of the  consummation  of the Business  Combination  (the  "Consummation
Date"), than the higher of the following:  (i) the highest per share price (with
appropriate  adjustments  for  recapitalizations  and for  share  splits,  share
dividends  and  like   distributions)   including   brokerage   commissions  and
solicitation fees paid by the Related Person in acquiring any of its holdings of
such class or series of capital  shares within the two-year  period  immediately
prior to the first  public  announcement  of the proposed  Business  Combination
("Announcement Date") or in the transaction in which it became a Related Person,
whichever is higher,  plus interest compounded  annually,  from the later of the
date that the Related Person became a Related Person (the "Determination Date"),
or the date two years  before the  Consummation  Date  through the  Consummation
Date,  at the  rate  publicly  announced  as the  "prime  rate" of  interest  of
Citibank,  N.A. (or of such other major bank headquartered in New York as may be
selected by a majority of the Continuing Directors) from time to time in effect,
less the aggregate  amount of any cash  dividends paid and the fair market value
of any dividends  paid in other than cash on each share from the date from which
interest accrues under the preceding clause through the Consummation  Date up to
but not exceeding  the amount of interest so payable per share;  OR (ii) if such
class or series is then traded on an  exchange  or is the  subject of  regularly
published quotations from three or more broker/dealers who make a market in such
class or series for their own accounts,  the fair market value per share of such
class or series on the  Announcement  Date, as determined by the highest closing
sales price on such exchange or the highest  closing bid quotation  with respect
to such shares during the 30-day period  immediately  preceding the Announcement
Date.  In the event of a Business  Combination  upon  consummation  of which the
Corporation  would be the surviving  corporation or company or would continue to
exist  (unless it is  provided,  contemplated  or intended  that as part of such
Business  Combination  or within one year after  consummation  thereof a plan of
liquidation or dissolution of the Corporation will be effected), the term "other
consideration to be received" shall include (without  limitation)  Common Shares
and/or the shares of any other class retained by shareholders of the Corporation
other than Related Persons who are parties to such Business Combination;

<PAGE>

         (b) The  consideration  to be received in such Business  Combination by
holders of each class or series of capital  shares other than the Related Person
involved shall,  except to the extent that a shareholder  agrees otherwise as to
all or part of the shares  which he or she owns,  be in the same form and of the
same kind as the  consideration  paid by the  Related  Person in  acquiring  the
majority  of the  capital  shares of such class or series  already  Beneficially
Owned by it within the two-year period ending on the Determination Date;

         (c) After such Related  Person became a Related Person and prior to the
consummation  of such Business  Combination:  (i) such Related Person shall have
taken steps to insure that the Board of Directors of the Corporation included at
all times representation by Continuing Directors proportionate to the ratio that
the  number  of  Voting  Shares  of  the  Corporation  from  time  to  time  not
Beneficially  Owned by the  Related  Person  bears to all  Voting  Shares of the
Corporation  outstanding at the time in question (with a Continuing  Director to
occupy any resulting fractional position among the Directors); (ii) such Related
Person shall not have acquired from the Corporation, directly or indirectly, any
shares of the  Corporation  (except upon  conversion of  convertible  securities
acquired by it prior to  becoming a Related  Person or as a result of a pro rata
share  dividend,  share  split or division  of shares or in a  transaction  that
satisfied  all  applicable  requirements  of this Article X); (iii) such Related
Person shall not have acquired any additional  Voting Shares of the  Corporation
or securities  convertible  into or  exchangeable  for Voting Shares except as a
part of the  transaction  which  resulted in such  Related  Person's  becoming a
Related  Person;  and (iv)  such  Related  Person  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 tax
credits provided by the Corporation or any Subsidiary,  or made any major change
in the  Corporation's  business or equity capital  structure or entered into any
contract,  arrangement or  understanding  with the  Corporation  except any such
change, contract,  arrangement or understanding as may have been approved by the
favorable  vote of not less than a majority of the  Continuing  Directors of the
Corporation; and

         (d) A proxy statement complying with the requirements of the Securities
Exchange  Act of 1934  and the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder, as then in force for corporations subject to the
requirements of Section 14 of such Act (even if the Corporation is not otherwise
subject to Section 14 of such  Act),  shall have been  mailed to all  holders of
Voting  Shares  for the  purpose  of  soliciting  shareholder  approval  of such
Business  Combination.  Such  proxy  statement  shall  contain  on the face page
thereof,  in a prominent place, any  recommendations  as to the advisability (or
inadvisability) of the Business Combination which the Continuing  Directors,  or
any of them,  may have  furnished  in  writing  and,  if deemed  advisable  by a
majority  of  the  Continuing  Directors,  a fair  summary  of an  opinion  of a
reputable  investment  banking  firm  addressed  to  the  Corporation  as to the
fairness (or lack of fairness) of the terms of such  Business  Combination  from
the point of view of the holders of Voting Shares other than any Related  Person
(such  investment  banking  firm to be selected by a majority of the  Continuing
Directors,  to be furnished with all information it reasonably requests,  and to
be paid a reasonable  fee for its services  upon receipt by the  Corporation  of
such opinion).

<PAGE>

     Section 3. Director Approval Exception.  The provisions of Sections 1 and 2
of this Article X shall not apply if:

         (a) The Continuing  Directors of the  Corporation by a two-thirds  vote
(i) have  expressly  approved a  memorandum  of  understanding  with the Related
Person with  respect to the Business  Combination  prior to the time the Related
Person  became a Related  Person and the  Business  Combination  is  effected on
substantially the same terms and conditions as are provided by the memorandum of
understanding,  or (ii) have otherwise  approved the Business  Combination (this
provision is incapable of  satisfaction  unless there is at least one Continuing
Director); or

         (b) The Business  Combination  is solely  between the  Corporation  and
another  corporation,  one hundred  percent of the Voting Shares which are owned
directly or indirectly by the Corporation.

         Section 4.  Definitions.  For purpose of this Article X:

         (a)      A "Business Combination" means:

         (i) the sale, exchange, lease, transfer or other disposition to or with
a Related  Person or any  Affiliate or  Associate of such Related  Person by the
Corporation or any of its Subsidiaries  (in a single  transaction or a Series of
Related  Transactions) of all or substantially  all, or any Substantial Part, of
its or their assets or businesses (including, without limitation, any securities
issued by a Subsidiary);

         (ii)  The  purchase,  exchange,  lease  or  other  acquisition  by  the
Corporation or any of its Subsidiaries  (in a single  transaction or a Series of
Related  Transactions) of all or substantially  all, or any Substantial Part, of
the assets or business of a Related Person or any Affiliate or Associate of such
Related Person;

         (iii) Any merger or  consolidation of the Corporation or any Subsidiary
thereof  into or with a Related  Person or any  Affiliate  or  Associate of such
Related  Person or into or with  another  Person  which,  after  such  merger or
consolidation,  would be an Affiliate or an  Associate of a Related  Person,  in
each case irrespective of which Person is the surviving entity in such merger or
consolidation;

         (iv) Any  reclassification  of  securities,  recapitalization  or other
transaction  (other  than a  redemption  in  accordance  with  the  terms of the
security redeemed) which has the effect,  directly or indirectly,  of increasing
the  proportionate  amount of Voting Shares of the Corporation or any Subsidiary
thereof  which are  Beneficially  Owned by a Related  Person,  or any partial or
complete  liquidation,  spinoff,  splitoff or splitup of the  Corporation or any
Subsidiary  thereof;  provided,  however,  that this Section  4(a)(iv) shall not
include  any such  transaction  that  has been  approved  by a  majority  of the
Continuing Directors; or

<PAGE>

         (v) The acquisition upon the issuance  thereof of Beneficial  Ownership
by a Related  Person of Voting  Shares or  securities  convertible  into  Voting
Shares or any voting securities or securities convertible into voting securities
of any  Subsidiary  of the  Corporation,  or the  acquisition  upon the issuance
thereof of Beneficial  Ownership by a Related Person of any rights,  warrants or
options to acquire any of the  foregoing  or any  combination  of the  foregoing
Voting Shares or voting securities of the Subsidiary.

         (b) A "Series of Related  Transactions"  shall be deemed to include not
only a series of transactions  with the same Related Person but also a series of
separate  transactions  with a Related  Person or any  Affiliate or Associate of
such Related Person.

         (c) A "Person" shall mean any  individual,  firm,  corporation or other
entity and any partnership, syndicate or other group.

         (d) "Related  Person" shall mean any Person (other than the Corporation
or any of the Corporation's Subsidiaries) who or that:

         (i) is the Beneficial Owner,  directly or indirectly,  of more than ten
percent of the voting power of the outstanding Voting Shares;

         (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 ten percent or more of the voting power of the
then outstanding Voting Shares; or

         (iii) is an assignee of or has otherwise succeeded to any Voting Shares
which were at any time within the two-year period  immediately prior to the date
in question  beneficially  owned by any Related  Person,  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.

A Related Person shall be deemed to have acquired a share of the  Corporation at
the time when such Related Person became the Beneficial  Owner thereof.  For the
purposes of determining  whether a Person is the Beneficial Owner of ten percent
or  more  of the  voting  power  of the  then  outstanding  Voting  Shares,  the
outstanding  Voting Shares shall be deemed to include any Voting Shares that may
be issuable to such Person pursuant to a right to acquire such Voting Shares and
that is therefore  deemed to be  Beneficially  Owned by such Person  pursuant to
Section  4(e)(ii)(a)  of this Article X. A Person who is a Related Person at (i)
the time any definitive  agreement relating to a Business Combination is entered
into, (ii) the record date for the  determination  of  shareholders  entitled to
notice of and to vote on a Business  Combination,  or (iii) the time immediately
prior to the consummation of a Business  Combination,  shall be deemed a Related
Person.

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         (e)  A Person shall be a "Beneficial Owner" of any Voting Shares:

         (i)  which  such  Person  or  any  of  its  Affiliates  or  Associates
beneficially owns, directly or indirectly; or

         (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 Voting Shares.

         (f) An "Affiliate" of, or a person  Affiliated with, a specific Person,
means a Person that directly,  or indirectly through one or more intermediaries,
controls,  is  controlled  by,  or is under  common  control  with,  the  Person
specified.

         (g) The term  "Associate"  used to  indicate  a  relationship  with any
Person,  means (i) any corporation or organization  (other than this Corporation
or a majority-owned  Subsidiary of this  Corporation) of which such Person is an
officer or partner or is, directly or indirectly,  the Beneficial  Owner of five
percent  or more of any  class of  equity  securities,  (ii) any  trust or other
estate in which such Person has a substantial beneficial interest or as to which
such  Person  serves as trustee or in a similar  fiduciary  capacity,  (iii) any
relative or spouse of such Person,  or any relative of such spouse,  who has the
same home as such Person,  or (iv) any investment  company  registered under the
Investment  Company Act of 1940,  for which such Person or any Affiliate of such
Person serves as investment advisor.

         (h) "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 Related Person set
forth in paragraph (d) of this Section 4, 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.

<PAGE>

         (i) "Continuing Director" means any member of the Board of Directors of
the  Corporation  (the "Board"),  other than the Related Person who proposes the
Business  Combination in question and his Affiliates and  Associates,  who was a
member of the Board prior to the time that the Related  Person who  proposes the
Business  Combination in question  became a Related Person or who is a successor
of a Continuing Director who was recommended to succeed a Continuing Director by
a majority of Continuing Directors then on the Board.

         (j) "Independent  Majority of Shareholders" shall mean the holders of a
majority of the  outstanding  Voting Shares that are not  Beneficially  Owned or
controlled,  directly or  indirectly,  by the Related  Person who  proposes  the
Business Combination in question.

         (k) "Voting  Shares" shall mean all  outstanding  capital shares of the
Corporation or another corporation entitled to vote generally in the election of
Directors,  and each  reference to a proportion  of Voting Shares shall refer to
such proportion of the votes entitled to be cast by such shares.

         (l)  "Substantial  Part" means  properties  and assets  involved in any
single transaction or a Series of Related  Transactions having an aggregate fair
market  value of more than ten percent of the total  consolidated  assets of the
Person in question as determined immediately prior to such transaction or Series
of Related Transactions.

         Section  5.  Director  Determinations.  A  majority  of the  Continuing
Directors  shall have the power to determine for the purposes of this Article X,
on the basis of  information  known to them:  (i) the number of Voting Shares of
which any Person is the Beneficial  Owner, (ii) whether a Person is an Affiliate
or Associate of another, (iii) whether a Person has an agreement, arrangement or
understanding  with another as to the matters  referred to in the  definition of
"Beneficial Owner," (iv) whether the assets subject to any Business  Combination
constitute a Substantial Part, (v) whether two or more transactions constitute a
Series of Related  Transactions,  and (vi) such other  matters  with  respect to
which a determination is required under this Article X.

<PAGE>

     In connection  with the exercise of its judgment in determining  what is in
the best interests of the  Corporation  and its  shareholders  when evaluating a
Business  Combination  or a  proposal  by  another  Person or  Persons to make a
Business  Combination or a tender or exchange  offer,  the Board of Directors of
the  Corporation   shall,  in  addition  to  considering  the  adequacy  of  the
consideration to be paid in connection with any such  transaction,  consider all
of the following  factors and any other factors that it deems relevant:  (i) the
social  and  economic  effects of the  transaction  on the  Corporation  and its
Subsidiaries,  employees,  depositors,  loan and other customers,  creditors and
other elements of the communities in which the Corporation and its  Subsidiaries
operate or are located;  (ii) the business and financial  condition and earnings
prospects of the  acquiring  Person or Persons,  including,  but not limited to,
debt service and other existing or likely financial obligations of the acquiring
Person or Persons and their  Affiliates and Associates,  and the possible effect
of such  conditions  upon the  Corporation  and its  Subsidiaries  and the other
elements  of the  communities  in which  the  Corporation  and its  Subsidiaries
operate or are located; and (iii) the competence,  experience,  and integrity of
the acquiring  Person or Persons and its or their  management and Affiliates and
Associates.

     Section 6.  Fiduciary  Obligations  Unaffected.  Nothing in this  Article X
shall be construed to relieve any Related Person from any fiduciary duty imposed
by law.