CERTIFICATE OF INCORPORATION

                                       OF

                             CASTLE BANCGROUP, INC.

                                  ARTICLE FIRST

                                      Name
                                      ----

              The name of the corporation is Castle BancGroup, Inc.

                                 ARTICLE SECOND

                           Registered Office and Agent
                           ---------------------------

     The address of the corporation's registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, County of Kent.  The
name  of  its  registered  agent  at  such  address is United States Corporation
Company.

                                  ARTICLE THIRD

                                    Purposes
                                    --------

     The  nature of the business or purposes to be con-ducted or promoted by the
corporation  is  to  engage in any lawful act or activity for which corporations
may  be  organized  under  the General Corporation Law of the State of Delaware.

                                 ARTICLE FOURTH

                                  Capital Stock
                                  -------------

     The  total  number  of shares of all classes of stock which the Corporation
shall  have  the authority to issue is 25,100,000 shares, which are divided into
two  classes  as  follows:

     100,000  shares  of  Preferred  Stock,  without  par  value,  and

     25,000,000  shares of Common Stock of the par value of $.33 1/3  per share.

     The  designations,  voting powers, preferences and relative, participating,
optional  or  other  special  rights,  and  qualifications,  limitations  or
restrictions  of  the  above  classes  of  stock  are  as  follows:


                                      -1-
<PAGE>

                              Preferred  Stock
                              ----------------

     The board of directors is authorized, at any time and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series with
such  designations,  preferences  and relative, participating, optional or other
special  rights  and  qualifications, limitations or restrictions thereof as are
stated and expressed in the resolution or resolutions providing for the issue of
such  Preferred  Stock  adopted  by  the  board of directors, including, but not
limited  to,  determination  of  any  of  the  following:

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

     (b)     the  dividend  rate  or rates, whether dividends are cumulative and
from  which date, the payment date or dates for dividends, and the participating
or  other  special  rights,  if  any,  with  respect  to  dividends;

     (c)     in  addition  to  the  voting  rights  provided  by law, the voting
powers,  full  or  limited,  if  any,  of  the shares of the series, which might
include  the  right  to  elect a specified number of directors in any case or if
dividends  on  the  series  are  not  paid  for  a  specified  period  of  time;

     (d)     whether  the  shares  of the series are redeemable and the price or
prices  at  which,  and  the  terms  and  conditions on which, the shares may be
redeemed, which prices, terms and conditions may vary under different conditions
and  at  different  redemption  dates;

     (e)     the  amount  or  amounts,  if  any,  payable upon the shares of the
series  in  the  event  of  voluntary or involuntary liquidation, dissolution or
winding up of the corporation prior to any payment or distribution of the assets
of  the  corporation to any class or classes of stock of the corporation ranking
junior  to  the  series;

     (f)     whether  the  shares of the series are entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption of shares
of  the  series  and  the  amount of the fund and the manner of its application,
including  the price or prices at which the shares of the series may be redeemed
or  purchased  through  the  application  of  the  fund;

     (g)     whether  the  shares  are  convertible  into,  or exchangeable for,
shares  of  any other class or classes or of any other series of the same or any
other  class  or classes of stock of the corporation and the conversion price or
prices,  or the rates of exchange, and the adjustments thereof, if any, at which
the  conversion  or  exchange may be made, and any other terms and conditions of
the  conversion  or  exchange;  and

     (h)     any  other  preferences,  privileges  and  powers,  and  relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions of a series, as the board of directors may deem advisable and as
are  not  inconsistent with the provisions of this Certificate of Incorporation.


                                      -2-
<PAGE>
                                       II

                                 Common  Stock
                                 -------------

A.     Dividends.
       ---------

     Subject  to  the preferential rights of the Preferred Stock, the holders of
the  Common  Stock are entitled to receive, to the extent permitted by law, such
dividends  as  may  be  declared  from  time  to time by the board of directors.

B.     Liquidation.
       -----------

     In  the  event  of  the  voluntary or involuntary liquidation, dissolution,
distribution  of  assets or winding up of the corporation, after distribution in
full  of  the  preferential amounts, if any, to be distributed to the holders of
shares  of Preferred Stock, holders of Common Stock shall be entitled to receive
all  of  the  remaining assets of the corporation of whatever kind available for
distribution  to  stockholders  ratably in proportion to the number of shares of
Common  Stock  held by them respectively.  The board of directors may distribute
in  kind to the holders of Common Stock such remaining assets of the corporation
or  may sell, transfer or otherwise dispose of all or any part of such remaining
assets  to  any  other  corporation,  trust  or other entity and receive payment
therefor in cash, stock or obligations of such other corporation, trust or other
entity,  or  any  combination  thereof,  and  may  sell  all  or any part of the
consideration  so received and distribute any balance thereof in kind to holders
of Common Stock.  Neither the merger or consolidation of the corporation into or
with  any  other  corporation or corporations, nor the purchase or redemption of
shares of stock of the corporation of any class, nor the sale or transfer by the
corporation  of  all  or  any  part  of  its  assets,  nor the reorganization or
recapitalization  of  the  corporation,  shall  be  deemed  to be a dissolution,
liquidation or winding up of the corporation for the purposes of this paragraph.

C.     Voting  Rights.
       --------------

     Except  as  may  be  otherwise  required  by  law  or  this  Certificate of
Incorporation, each holder of Common Stock has one vote in respect of each share
of  stock  held  by him of record on the books of the corporation on all matters
voted  upon  by  the  stockholders.

D.     Cumulative  Voting.
       ------------------

     At all elections of directors of the corporation, each stockholder entitled
generally  to  vote  for  the election of directors shall be entitled to as many
votes  as shall equal the number of votes which (except for this provision as to
cumulative  voting)  he  would be entitled to cast for the election of directors
with  respect to his shares of stock multiplied by the number of directors to be
elected,  and  he  may  cast  all  of  such  votes  for a single director or may
distribute them among the number to be voted for, or for any two or more of them
as  he  may  see  fit.


                                      -3-
<PAGE>
                                      III

                               Other  Provisions
                               -----------------

A.     No  Preemptive  Rights.
       ----------------------

     No  stockholder  shall  have  any  preemptive  right  to  subscribe  to  an
additional  issue  of  stock  of any class or series or to any securities of the
corporation  convertible  into  such  stock.

B.     Changes  in  Authorized  Capital  Stock.
       ---------------------------------------

     Subject  to  the  protective conditions and restrictions of any outstanding
Preferred  Stock,  any  amendment  to  this  Certificate  of Incorporation which
increases  or decreases the authorized capital stock of any class or classes may
be  adopted  by  the  affirmative  vote  of  the  holders  of  a majority of the
outstanding  shares  of  the  voting  stock of the corporation without regard to
class  or  series.

C.     Unclaimed  Dividends.
       --------------------

     Any  and  all  right,  title,  interest  and  claim in and to any dividends
declared  by  the  corporation,  whether  in cash, stock or otherwise, which are
unclaimed  by  the  stockholder entitled thereto for a period of six years after
the  close  of  business  on  the  payment  date,  shall  be and be deemed to be
extinguished  and  abandoned,  and such unclaimed dividends in the possession of
the  corporation,  its transfer agents or other agents or depositaries, shall at
such time become the absolute property of the corporation, free and clear of any
and  all  claims  of  any  persons  whatsoever.

                               ARTICLE  FIFTH

              Incorporator  and  First  Board  of  Directors
              ----------------------------------------------

     The  name  and mailing address of the incorporator of this corporation are:

                            John  W.  Castle
                            208  Miller  Avenue
                            DeKalb,  Illinois  60115


                                      -4-
<PAGE>
     The  powers  of  the  incorporator  shall terminate upon the filing of this
certificate  of  incorporation.  The  names and mailing addresses of the persons
who  are to serve as directors until the first annual meeting of stockholders or
until  their  respective  successors  are  elected and qualified are as follows:

     NAME                             MAILING  ADDRESS
     ----                             ----------------

     John  W.  Castle                 208  Miller  Avenue
                                      DeKalb,  Illinois  60115

     Louis  P.  Brady                 407  North  DeKalb  Street
                                      Sandwich,  Illinois  60548

     James  N.  McInnes               26  Edgebrook  Drive
                                      Sandwich,  Illinois  60548

     Franklyn  L.  Ament              RR#2,  Oak  Knolls
                                      Sandwich,  Illinois  60548

     Donald  E.  Breunig              108  East  Arnold  Road
                                      Sandwich,  Illinois  60548

     Armand  A.  Legner               103  East  Arnold  Road
                                      Sandwich,  Illinois  60548

     Nancy  D.  Castle                208  Miller  Avenue
                                      DeKalb,  Illinois  60115



                                   ARTICLE  SIXTH

                              Board  of  Directors
                              --------------------

A.     Powers  of  the  Board.
       ----------------------

     In  furtherance  and  not in limitation of the powers conferred by statute,
the  board  of  directors  of  the  corporation  is  expressly  authorized:

     (a)     To  make,  alter  or  repeal  the  by-laws  of  the  corporation.

     (b)     To  authorize and cause to be executed mortgages and liens upon the
real  and  personal  property  of  the  corporation.

     (c)     To  set  apart out of any of the funds of the corporation available
for  dividends  a  reserve or reserves for any proper purpose and to abolish any
such  reserve  in  the  manner  in  which  it  was  created.


                                      -5-
<PAGE>
     (d)     By resolution of a majority of the whole board, to designate one or
more  committees,  each  committee to consist of two or more of the directors of
the  corporation.  The  board  may  designate one or more directors as alternate
members  of  any committee, who may replace any absent or disqualified member at
any  meeting  of  the  committee.  The bylaws may provide that in the absence or
disqualification  of  any  member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the  board of directors to act at the meeting in the place of any such absent or
disqualified  member.  Any  such  committee,  to  the  extent  provided  in  the
resolution or in the by-laws of the corporation, shall have and may exercise all
the  powers  and  authority  of  the board of directors in the management of the
business  and  affairs  of  the  corporation,  and may authorize the seal of the
corporation  to  be affixed to all papers which may require it; and no committee
shall  have  the  power  or  authority to declare a dividend or to authorize the
issuance  of  stock  unless  the  resolution  or  by-laws  expressly so provide.

     (e)     To sell, lease or exchange all or substantially all of the property
and  assets  of  the  corporation,  including  its  goodwill  and  its corporate
franchises, upon such terms and conditions and for such consideration, which may
consist  in whole or in part of money or property, including shares of stock in,
and/or  other securities of, any other corporation or corporations, as the board
of directors shall deem expedient and for the best interests of the corporation,
when  and  as authorized by the affirmative vote of the holders of a majority of
the  stock  of  the  corporation  issued  and  outstanding  having voting power.

     (f)     To  provide for the indemnification, within the limits permitted by
law,  of  directors,  officers,  employees  and agents of the corporation (or of
other  corporations  absorbed  into the corporation by merger or consolidation),
and  of persons who serve other enterprises in such or similar capacities at the
request  of  the  corporation  (or at the request of other corporations absorbed
into the corporation by merger or consolidation), against expenses and liability
for  actions  they  take  in  such  capacities.

B.     Written  Ballot.
       ---------------

     Elections  of directors need not be by written ballot unless the by-laws of
the  corporation  shall  so  provide.

C.     Classified  Board  of  Directors.
       --------------------------------

     Section  1.  Number,  Election  and  Terms  of Directors.  The business and
                  -------------------------------------------
affairs of the Corporation shall be managed by or under the direction of a board
of  directors  consisting  of  not less than five (5) nor more than fifteen (15)
persons.  The  exact  number  of  directors  within  the  minimum  and  maximum
limitations specified in the preceding sentence shall be fixed from time to time
by  the board of directors pursuant to a resolution adopted by a majority of the
board of directors then in office.  The board of directors shall be divided into
three classes, the number of directors in each class to be fixed by the board of
directors.  The  initial term of office of Class I directors shall expire at the
annual meeting of stockholders to be held in 1998; the initial term of office of
Class II directors shall expire at the annual meeting of stockholders to be held
in  1999;  and the initial term of office of Class III directors shall expire at
the  annual  meeting  of stockholders to be held in 2000, and in each case until
their  respective  successors are elected and qualified.  At each annual meeting
of  stockholders,  directors  shall  be chosen to succeed those whose terms then
expire  and  shall  be  elected  for  a  term  of  office  expiring at the third
succeeding annual meeting of stockholders after their election, and in each case
until  their  respective  successors  are  elected  and  qualified.


                                      -6-
<PAGE>
     The  names of the persons who are to serve as the initial directors of each
class  of  directors  of  the Corporation until their successors are elected and
qualified  or  until  their  earlier  resignation  or  removal  are  as follows:


                         Name           Class  Designation
                  -------------------  -------------------

                   John  B.  Hiatt             I
                  -------------------  -------------------

                  William  R.  Monat           I
                  -------------------  -------------------

                  Robert  T.  Boey            II
                  -------------------  -------------------

                  Donald  E.  Kieso           II
                  -------------------  -------------------

                  James  N.  McInnes          II
                  -------------------  -------------------

                  Bruce  P.  Bickner         III
                  -------------------  -------------------

                  John  W.  Castle           III
                  -------------------  -------------------

                  Peter  H.  Henning         III
                  -------------------  -------------------

     Section  2.  Newly  Created  Directorships  and  Vacancies.  Newly  created
                  ---------------------------------------------
directorships  resulting from any increase in the authorized number of directors
or  any  vacancies  in the board of directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, although less than a quorum,
or  by  a  sole remaining director.  Directors so chosen shall hold office for a
term  expiring  at  the  annual meeting of stockholders at which the term of the
class  to  which  they  have been elected expires.  No decrease in the number of
directors  constituting  the  board  of  directors shall shorten the term of any
incumbent  director.  Newly  created  directorships shall be allocated among the
classes of directors so that each class of directors shall consist, as nearly as
possible,  of  one-third  of  the  total  number  of  directors.

     Section  3.  Removal.  Subject to the rights of the holders of any class or
                  -------
series  of Preferred Stock of the Corporation, any director, or the entire board
of  directors,  may  be  removed from office at any time, but only for cause and
only  by  the  affirmative  vote  of  the  holders of at least a majority of the
outstanding shares of all classes of stock of the Corporation generally entitled
to vote in the election of directors, considered for purposes of this Section as
one  class.


                                      -7-
<PAGE>
     Section  4.  Amendment,  Alteration  or  Repeal.  In  addition  to  any
                  ----------------------------------
affirmative  vote  that  may  be otherwise required, the affirmative vote of the
holders  of  at  least  eighty  percent  (80%)  of the outstanding shares of all
classes  of  stock of the Corporation generally entitled to vote in the election
of  directors,  considered  for  purposes of this Section as one class, shall be
required  to  amend,  alter  or  repeal  in  any respect, or adopt any provision
inconsistent  with,  this  Subpart  C  of  Article  Sixth.

                              ARTICLE  SEVENTH

                    Stockholder  Action  by  Consent
                    --------------------------------

     Action  may  be  taken  by  the  stockholders of the corporation, without a
meeting,  by  written  consent  as and to the extent provided at the time by the
General Corporation Law of the State of Delaware, provided that the matter to be
acted  upon by such written consent previously has been approved by the board of
directors  of  the corporation and directed by such board to be submitted to the
stockholders  for  their  action  thereon  by  written  consent.

                              ARTICLE  EIGHTH

               Merger,  Consolidation  or  Disposition  of  Assets
               ---------------------------------------------------

     In  the event that the stockholders of the corporation are asked to vote on
a  merger  or  consolidation  with  any  Person (as hereinafter defined) or on a
proposal  that  the corporation sell, lease or exchange substantially all of its
assets  or  business  to  or with any Person or any affiliate of such Person, or
that  any  Person  or  any  affiliate  of  such  Person  sell, lease or exchange
substantially all of its assets or business to or with the corporation, and such
Person and/or its affiliates singly or in the aggregate, own or control directly
or  indirectly shares representing five percent (5%) or more of the voting power
of  the  corporation at the record date for determining stockholders entitled to
vote,  the  favorable  vote  of not less than eighty percent (80%) of all of the
votes which the holders of the issued and outstanding shares of the voting stock
of the corporation, voting as a single class, are entitled to cast thereon shall
be  required  for  the  approval of any such action; provided, however, that the
foregoing  shall  not  apply to any such merger, consolidation or sale, lease or
exchange of assets or business which was approved by resolutions of the board of
directors  of  the  corporation  prior  to  the  acquisition of the ownership or
control of shares representing at least five percent (5%) of the voting power of
the  corporation by such Person and/or its affiliates, nor shall it apply to any
such merger, consolidation or sale of assets or business between the corporation
and  another  Person  of  which shares or other ownership interests representing
fifty  percent  (50%)  or  more of the voting power is owned by the corporation.


                                      -8-
<PAGE>
     For  the  purposes  of  this  Article,  a  "Person"  is  any  corporation,
partnership,  association,  trust,  business  entity,  estate  or individual; an
"affiliate"  is  any  Person  who  directly  or  indirectly  through one or more
intermediaries,  controls, or is controlled by, or is under common control with,
the  Person  specified;  and  "control"  means  the  possession,  directly  or
indirectly,  of the power to direct or cause the direction of the management and
policies  of  a  person,  whether through the ownership of voting securities, by
contract,  or  otherwise.

     This  ARTICLE EIGHTH may not be amended, nor may it be repealed in whole or
in part, unless authorized by the favorable vote of not less than eighty percent
(80%)  of all the votes entitled to be cast thereon by the holders of the issued
and  outstanding  shares  of  voting stock of the corporation voting as a single
class,  regardless  of  class  or  series  of  stock.

                                   ARTICLE  NINTH

                                      Amendment
                                      ---------

     The  corporation  reserves  the  right  to  amend  its  certificate  of
incorporation,  and  to thereby change or repeal any provision therein contained
from  time  to  time,  in  the manner prescribed at the time by statute, and all
rights  conferred  upon  stockholders  by  such certificate of incorporation are
granted  subject  to  this  reservation.

                                   ARTICLE  TENTH

                         Limited  Liability  of  Directors
                         ---------------------------------

     No  person  who was or is a director of the corporation shall be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the duty of
loyalty  to  the corporation or its stockholders; (ii) for acts or omissions not
in  good faith or which involve intentional misconduct or a knowing violation of
law;  (iii)  under  Section 174 of the Delaware General Corporation Law; or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.  If the Delaware General Corporation Law is amended after the effective
date  of  this  Article  Tenth  to  further  eliminate or limit, or to authorize
further  elimination  or  limitation of, the personal liability of directors for
breach  of  fiduciary  duty  as  a  director,  then  the personal liability of a
director  of  the  corporation  to the corporation or its stock-holders shall be
eliminated  or  limited  to  the  full  extent permitted by the Delaware General
Corporation  Law,  as  so  amended.  For  purposes  hereof, "fiduciary duty as a
director" shall include any fiduciary duty arising out of serving at the request
of  the  corporation  as  a  director of another corporation, partnership, joint
venture,  trust  or other enterprise, and "personally liable to the corporation"
shall  include  any  liability  to  such  other  corporation, partnership, joint
venture,  trust or other enterprise, and any liability to the corporation in its
capacity as a security holder, joint venturer, partner, beneficiary, creditor or
investor  of or in any such other corporation, partnership, joint venture, trust
or  other  enterprise.


                                      -9-
<PAGE>
                                ARTICLE  ELEVENTH

                                 Indemnification
                                 ---------------

A.     Certificate  of  Incorporation  Article  Not  Exclusive;  Change  in Law.
       ------------------------------------------------------------------------

     The  indemnification  and  advancement of costs, charges and other expenses
(including  attorneys'  fees)  ("Expenses") provided by, or granted pursuant to,
this Article Eleventh shall not be deemed exclusive of any other rights to which
those  seeking  indemnification or advancement of Expenses may be entitled under
any  law  (common  or  statutory),  by-law,  agreement,  vote of stockholders or
disinterested  directors,  or  otherwise,  both  as  to  action  in his official
capacity  and  as  to  action in another capacity while holding such office, and
shall  continue  as  to  a person who has ceased to be a director or officer and
shall  inure to the benefit of the heirs, executors and administrators of such a
person.  Notwithstanding  the provisions of this Article Eleventh or the by-laws
of  the  corporation,  the  corporation  shall indemnify and make advancement of
Expenses  to  each  person  who  is or was or has agreed to become a director or
officer  of the corporation, and each person who is or was serving or has agreed
to  serve  at the request of the corporation as a director or officer of another
corporation,  partnership,  joint  venture,  trust  or  other enterprise, to the
fullest  extent  permitted under the laws of the State of Delaware and any other
ap-plicable  laws,  as  they  now exist or as they may be amended in the future.

B.     Contract  Rights.
       ----------------

     All  rights to indemnification and advancement of Expenses provided by this
Article  Eleventh  and  the  by-laws  of the corporation shall be deemed to be a
contract  between the corporation and each person who is or was or has agreed to
become  a  director or officer of the corporation, and each person who is or was
serving  or  has agreed to serve at the request of the corporation as a director
or  officer  of  another corporation, partnership, joint venture, trust or other
enterprise.  Any  repeal or modification of this Article Eleventh or the by-laws
of  the  corporation or any repeal or modification of relevant provisions of the
Delaware  General  Corporation  Law or any other applicable law shall not in any
way  diminish  any  rights  to  indemnification  or advancement of Expenses with
respect to any state of facts then or previously existing or any action, suit or
proceeding  previously  or thereafter brought or threatened based in whole or in
part  on  such  state  of  facts.

C.     Indemnification  for  Certain  Persons  for  Breach  of  Fiduciary  Duty.
       ------------------------------------------------------------------------

     In  addition  to  the  indemnification  provided  for in the by-laws of the
corporation, the corporation shall indemnify any person who was or is a party or
is  threatened to be made a party to any threatened, pending or completed action
or  suit  by or in the right of another corporation, partnership, joint venture,
trust or other enterprise by reason of the fact that he is or was serving or has


                                      -10-
<PAGE>
agreed  to  serve  at the request of the corporation as a director of such other
corporation,  partnership,  joint  venture,  trust  or  other enterprise against
Expenses,  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably incurred by him in connection with such action or suit and any appeal
thereof, for breach of fiduciary duty as such director, except for liability (i)
for  breach of the duty of loyalty to such other corporation, partnership, joint
venture, trust or other enterprise; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (iii) for
unlawful  payment  of a dividend or unlawful purchase or redemption of stock; or
(iv)  for  any  transaction from which the director derived an improper personal
benefit.


                                      -11-
<PAGE>