CERTIFICATE TO 
                     AMENDED AND RESTATED 
                  ARTICLES OF INCORPORATION
                              OF
                  LUXEMBURG BANCSHARES, INC.

     The undersigned, John A. Slatky, President and Chief
Executive Officer of Luxemburg Bancshares, Inc., a Wisconsin
corporation (the "Corporation"), hereby certifies pursuant to 
Section 180.1007 of the Wisconsin Statutes, as follows:

          1.  The Amended and Restated Articles of 
     Incorporation (the "Restated Articles") attached 
     hereto supersede and replace the existing Articles 
     of Incorporation of Luxemburg Bancshares, Inc. 
     previously adopted by the Corporation and all 
     amendments to the existing Articles of Incorporation.

          2.  The Restated Articles contain amendments 
     to the heretofore existing Articles of Incorporation, 
     which amendments require the approval of the share-
     holders of the Corporation.

          3.  The Restated Articles attached hereto were 
     adopted on May 2, 1998 in accordance with Section 
     180.1003 of the Wisconsin Statutes.

          IN WITNESS WHEREOF, the undersigned has executed 
     this Certificate as of the 6th day of May, 1998. 

                               LUXEMBURG BANCSHARES, INC.

                               By:  /s/ John A. Slatky
                               -----------------------------
                               John A. Slatky, President and
                               Chief Executive Officer

This instrument was drafted by:

Larry D. Lieberman
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin  53202

     
                 AMENDED AND RESTATED
               ARTICLES OF INCORPORATION
                          OF
              LUXEMBURG BANCSHARES, INC.


     Luxemburg Bancshares, Inc. (the "Corporation"), a
corporation organized under Chapter 180 of the
Wisconsin Statutes (the "WBCL"), hereby adopts the
following Amended and Restated Articles of
Incorporation, which supersede and take the place of
the Corporation's existing Articles of Incorporation
and any amendments thereto.
     
                       ARTICLE I
     
                         Name
     
     The name of the Corporation is Luxemburg
Bancshares, Inc.
     
                      ARTICLE II
     
                       Duration
     
     The period of existence of the Corporation shall
be perpetual.
     
                      ARTICLE III
                           
                       Purposes
     
     The purposes for which the Corporation is
organized are to engage in any lawful activity within
the purposes for which a Corporation may be organized
under the WBCL.
     
                      ARTICLE IV
     
                     Capital Stock
     
     The aggregate number of shares which the
Corporation shall have the authority to issue, the
designation of each class of shares, the authorized
number of shares of each class and the par value
thereof per share shall be as follows:
     
     Designation               Par Value
Authorized
          Class                Per Share        Number
of Shares

     Common Stock              $ 1.00          2,400,000
     Preferred Stock           $  .01            400,000

The preferences, limitations and relative rights of
shares of each class of stock shall be as follows:

     A.   Common Stock.
     
          (1)  Voting.  The shares of stock issued
under this class shall be entitled to one vote for each
share of stock issued and outstanding.  Except as
provided by law and except as may be provided with
respect to Preferred Stock in accordance with Paragraph
(1) of Section B below, only the holders of shares of
Common Stock shall be entitled to vote for the election
of directors of the Corporation and for all other
corporate purposes.   Except as otherwise provided by
law, upon any such vote, each holder of Common Stock
shall be entitled to one vote for each share of Common
Stock held of record by such shareholder.
          
          (2)  Dividends.  Subject to the provisions of
Paragraph (4) of Section B, below, the holders of
Common Stock shall be entitled to receive such
dividends in accordance with the terms as may be
declared thereon from time to time by the Board of
Directors, in its discretion, out of any funds of the
Corporation at the time legally available for payment
of dividends on Common Stock.
          
          (3)  Liquidation.  In the event of the
voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, after there have been
paid to or set aside for the holders of shares of
Preferred Stock the full preferential amounts to which
they are entitled as provided in Paragraph (5) of
Section B below, the holders of outstanding shares of
Common Stock shall be entitled to share ratably,
according to the number of shares held by each, in the
remaining assets of the Corporation available for
distribution.
          
     B.   Preferred Stock.
          
          (1)  Series and Variations Between Series.
The Preferred stock may from time to time as
hereinafter provided be divided into and issued in one
or more series, and the Board of Directors is hereby
expressly authorized to establish one or more series,
to fix and determine the variations as among series and
to fix and determine, prior to the issuance of any
shares of a particular series, the following
designations, terms, limitations and relative rights
and preferences of such series:
          
               (a)  The designations of such series and
the number of shares which shall constitute such
series, which number may at any time, or from time to
time, be increased or decreased (but not below the
number of shares thereof then outstanding) by the Board
of Directors unless the Board of Directors shall have
otherwise provided in establishing such series;
               
               (b)  Whether and to what extent the
shares of that series shall have voting rights, in
addition to the voting rights provided by law, which
might include the right to elect a specified number of
directors in any case or if dividends on such series
were not paid for a specified period of time;
               
               (c)  The yearly rate of dividends, if
any, on the shares of such series, the dates in each
year upon which such dividend shall be payable and the
date or dates from which any such cumulative dividend
shall be cumulative;
               
               (d)  The amount per share payable on the
shares of such series in the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;
               
               (e)  The terms, if any, on which the
shares of such series shall be redeemable, and, if
redeemable, the amount per share payable thereon in the
case of the redemption thereof (which amount may vary
for (i) shares redeemed on different dates; and (ii)
shares redeemed through the operation of a sinking
fund, if any, applicable to such shares, from the
amount payable with respect to shares otherwise
redeemed);
               
               (f)  The extent to and manner in which a
sinking fund, if any, shall be applied to the
redemption or purchase of the shares of such series,
and the terms and provisions relative to the operation
of such fund;
               
               (g)  The terms, if any, on which the
shares of such series shall be convertible into shares
of any other class or of any other series of the same
or any other class and, if so convertible, the price or
prices or the rate or rates of conversion, including
the method, if any, for adjustments of such prices or
rates, and any other terms and conditions applicable
thereto; and
               
               (h)  Such other terms, limitations and
relative rights and preferences, if any, of such series
as the Board of Directors may lawfully fix and
determine and as shall not be inconsistent with the law
of the State of Wisconsin or these Articles of
Incorporation.

          (2)  Redemption Right.  Shares of Preferred
Stock may be issued which are redeemable by the
Corporation at the price determined by the Board of
Directors for shares of each series as provided in
Subparagraph (e) of Paragraph (1) of this Section B,
above.
          
          (3)  Conversion of Preferred Stock.  Shares
of Preferred Stock may be issued which are convertible
into shares of Common Stock or shares of any other
series of Preferred Stock on the terms and conditions
determined by the Board of Directors for shares of each
series as provided in Subparagraph (g) or Paragraph (1)
of this Section B, above.
          
          (4)  Dividends.  Shares of Preferred Stock
may be issued which entitle the holders thereof to
cumulative, noncumulative or partially cumulative
dividends.  The holders of Preferred Stock shall be
entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available
therefor, dividends at the annual rate fixed by the
Board of Directors with respect to each series of
shares and no more.  Such dividends shall be payable on
such dates and in respect of such periods in such year
as may be fixed by the Board of Directors to the
holders of record thereof on such date as may be
determined by the Board of Directors.  Such dividends
shall be paid or declared and set apart for payment for
each dividend period before any dividend (other than a
dividend payable solely in Common Stock) for the same
period shall be paid upon or set apart for payment on
the Common Stock, and, if dividends on the Preferred
Stock shall be cumulative or partially cumulative, all
unpaid dividends thereon for any past dividend period
shall be fully paid or declared and set apart for
payment, but without interest, before any dividend
(other than a dividend payable solely in Common Stock)
shall be paid upon or set apart for payment on the
Common Stock.  The holders of Preferred Stock shall
not, however, be entitled to participate in any other
or additional earnings or profits of the Corporation,
except for such premiums, if any, as may be payable in
case of redemption, liquidation, dissolution or winding
up.
          
          (5)  Liquidation.  In the event of
liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Corporation, the
holders of shares of Preferred Stock shall be entitled
to be paid the full amount payable on such shares upon
the liquidation, dissolution or winding up of the
Corporation fixed by the Board of Directors with
respect to such shares as provided in Subparagraph (d)
of Paragraph (1) of this Section B, above, before any
amount shall be paid to the holders of the Common
Stock.
          
          (6)  Reissue of Shares.  Shares of the
Preferred Stock which shall have been converted,
redeemed, purchased or otherwise acquired by the
Corporation, whether through the operation of a sinking
fund or otherwise, shall be retired and restored to the
status of authorized but unissued shares, but may be
reissued only as a part of the Preferred Stock other
than the series of which they were originally a part.

                       ARTICLE V

                   Preemptive Rights
     
     No holder of any capital stock of the Corporation
shall have any preemptive right to purchase, subscribe
for, or otherwise acquire any shares of the Corporation
of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such
shares.
     
                      ARTICLE VI
                           
                  Board of Directors
     
     (a)  Number of Directors, Tenure and
Qualifications.  The number of directors constituting
the Board of Directors of the Corporation shall be such
number, not less than 3 nor more than 20, as from time
to time shall be determined by the then authorized
number of directors; provided, however, that no
decrease in the number of directors shall have the
effect of shortening the term of any incumbent
director.  The Board of Directors shall be and is
divided into three classes, designated Class I, Class
II and Class III.  The initial Class I directors shall
be Richard Dougherty and Ronald Ledvina; the initial
Class II directors shall be Irvin Vincent, Thomas
Rueckl and James Jadin; and the initial Class III
directors shall be Willard Marchant,  Donald Pritzl and
John Slatky.  Each class shall consist, as nearly as
may be possible, of one-third of the total number of
directors constituting the entire Board of Directors,
with the term of office of the directors of one class
expiring each year.  Each director shall serve for a
term ending on the date of the third annual meeting
following the annual meeting at which such director was
elected; provided, however, the initial Class I
directors shall serve for a term ending on the date of
the annual meeting of shareholders held in 1999, the
initial Class II directors shall serve for a term
ending on the date of the annual meeting of
shareholders held in 2000, and the initial Class III
directors shall serve for a term ending on the date of
the annual meeting of shareholders held in 2001.  Each
director shall hold office until the annual meeting for
the year in which his term expires and until such
director's successor shall be elected and qualified,
subject, however, to such director's earlier death,
resignation, disqualification or removal from office.
     
     (b)  Vacancies.  Any vacancy on the Board of
Directors, whether resulting from an increase in the
number of directors or resulting from death,
resignation, disqualification, removal or otherwise,
may be filled by a vote of the majority of the
directors then in office, even if less than a quorum,
or by a sole remaining director.  If no director
remains in office, any vacancy may be filled by the
shareholders.  Any director so elected to fill any
vacancy on the Board of Directors, including a vacancy
created by an increase in the number of directors,
shall hold office for the remaining term of directors
of the class to which he has been elected and until his
successor shall be elected and shall qualify.
     
     (c)  Removal of Directors.  A director of the
Corporation may be removed from office prior to the
expiration of his term of office at any time, but only
for cause and only by the affirmative vote of a
majority of the outstanding shares of capital stock of
the Corporation entitled to vote with respect to the
election of such director at a meeting of the
shareholders duly called for such purpose.
     
     (d)  Shareholder Nominations.  Advance notice of
shareholder nominations for the election of directors
shall be given in the manner provided in the Bylaws of
the Corporation.
     
     (e)  Amendment or Repeal.  Notwithstanding any
other provisions of these Articles of Incorporation or
the Bylaws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law,
these Amended and Restated Articles of Incorporation or
the Bylaws of the Corporation), the affirmative vote of
the holders of 80% or more of the combined voting power
of the then outstanding shares of stock entitled to
vote on the matter, voting together as a single class,
shall be required to alter, amend, adopt any provision
inconsistent with, or repeal this Article VI.
     
                      ARTICLE VII
                           
                  Shareholder Action
     
     The shareholders shall not be entitled to take
action without a meeting by less than unanimous
consent.  Except as otherwise required by law and
subject to the express rights of the holders of any
class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation,
annual and special meetings of the shareholders shall
be called, the record date or dates shall be determined
and notice shall be sent as set forth in the Bylaws of
the Corporation.  Notwithstanding any other provisions
of these Amended and Restated Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding
the fact that a lesser affirmative vote may be
specified by law, these Articles of Incorporation or
the Bylaws of the Corporation), the affirmative vote of
the holders of 80% or more of the combined voting power
of the then outstanding shares of stock entitled to
vote on the matter, voting together as a single class,
shall be required to alter, amend, adopt any provision
inconsistent with, or repeal Articles II or VIII of the
Bylaws, or this Article VII, or any provision thereof
or hereof; provided, however, that the Board of
Directors may alter, amend, or adopt any provision
inconsistent with, or repeal Articles II or VIII of the
Bylaws, or any provision thereof, without a vote of
shareholders.
     
                     ARTICLE VIII

              Registered Office and Agent
     
     The address of the registered office of the
Corporation is 630 Main Street, Luxemburg, Kewaunee
County, Wisconsin 54217 and the name of its registered
agent at such address is John A. Slatky.


This instrument was drafted by:
Larry D. Lieberman
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202

MW1-120807-1