<PAGE>
                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                       OF

                           CIB MARINE BANCSHARES, INC.

            Pursuant to Section 180.1007 of the Wisconsin Business Corporation
Law, these Amended and Restated Articles of Incorporation shall supersede and
take the place of the Corporation's heretofore existing Articles of
Incorporation and all amendments thereto.

                                    ARTICLE 1
                                      NAME

            The name of the Corporation is CIB Marine Bancshares, Inc.

                                    ARTICLE 2
                           REGISTERED OFFICE AND AGENT

            The address of the registered office of the Corporation in the State
of Wisconsin is N27 W24025 Paul Court, Pewaukee, Wisconsin 53072. The name of
its registered agent at such address is Donald J. Straka.

                                    ARTICLE 3
                                     PURPOSE

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

                                    ARTICLE 4
                                CLASSES OF STOCK

            The total number of shares of all classes of capital stock which the
Corporation has the authority to issue is fifty-five million (55,000,000)
shares, which are divided into two classes as follows:

            (a)   five million (5,000,000) shares of capital stock designated as
                  "Preferred Stock," with a par value of $1.00 per share; and

            (b)   fifty million (50,000,000) shares of capital stock designated
                  as "Common Stock," with a par value of $1.00 per share (the
                  "Common Stock").
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                                    ARTICLE 5
                   RIGHTS AND PREFERENCES OF CLASSES OF STOCK

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

      5.1 PREFERRED STOCK. Pursuant to Section 180.0602(1) of the Wisconsin
Business Corporation Law, 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, voting powers 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 issuance of such Preferred Stock
adopted by the Board of Directors, and as are not stated and expressed in these
Articles of Incorporation or any amendment thereto, 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 if so on what terms and conditions), the payment date or dates for
      dividends, and the participating or other special rights, if any, with
      respect to dividends;

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

            (d) whether the shares of the series are redeemable and, if so, 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;
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                                                                          Page 3


            (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 these
      Articles of Incorporation.

      5.2 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
      shareholders, 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 hereof, 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 any
      class of the corporation, 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
      these Articles of Incorporation, each holder of Common Stock has one vote
      in respect of each share of stock held by the holder of record on the
      books of the Corporation on all matters voted upon by the shareholders.

      5.3 CHANGES IN AUTHORIZED CAPITAL STOCK. The number of authorized shares
of any class or series of stock may be increased or decreased without the
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                                                                          Page 4


approval of such class or series as a separate voting group, except to the
extent that the Board of Directors shall specify, in the resolution or
resolutions providing for the issuance of a series of stock, that the approval
of the holders of such series shall be required to increase or decrease the
number of authorized shares of such series.

                                    ARTICLE 6
                              NO PREEMPTIVE RIGHTS

            No shareholder shall have any preemptive right to subscribe to an
additional issue of stock, whether now or hereafter authorized, of any class or
series or to any securities of the Corporation convertible into such stock.

                                    ARTICLE 7
                                    DIRECTORS

      7.1 NUMBER, ELECTION AND TERMS OF DIRECTORS.

            (a) The business and affairs of the Corporation shall be managed by
      or under the direction of a Board of Directors. Subject to the rights of
      the holders of any class or series of Preferred Stock to elect additional
      directors under specified circumstances, the number of directors
      constituting the Board or Directors shall be initially fixed at ten and
      shall thereafter be fixed from time to time exclusively by the Board of
      Directors pursuant to a resolution adopted by the affirmative vote of a
      majority of the number of directors that the Corporation would have at the
      time if there were no vacancies existing in the Board of Directors (the
      "Whole Board").

            (b) The Board of Directors, other than the directors who may be
      elected by the holders of any class or series of Preferred Stock under
      specified circumstances, shall be divided into three classes, as nearly
      equal in number as possible. The initial term of office of Class I
      directors shall expire at the annual meeting of shareholders to be held in
      2000; the initial term of office of Class II directors shall expire at the
      annual meeting of shareholders to be held in 2001; and the initial term of
      office of Class III directors shall expire at the annual meeting of
      shareholders to be held in 2003, and in each case until their respective
      successors are elected and qualified. At each annual meeting of
      shareholders, 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 shareholders after their election, and in
      each case until their respective successors are elected and qualified.

      7.2 INITIAL BOARD OF DIRECTORS. The initial Board of Directors shall
consist of the following persons, each of whom shall serve as a member of the
class of directors set forth below:
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                                                                          Page 5

            CLASS I (TERMS EXPIRE AT THE 2000 ANNUAL MEETING)

            John T. Bean
            1631 S. Highland
            Arlington Heights, Illinois  60007

            Steven C. Hillard
            c/o Hilmun Holdings
            P.O. Box 3966
            Champaign, Illinois  61826

            J. Michael Straka
            N27 W24025 Paul Court
            Pewaukee, Wisconsin 53072

            CLASS II (TERMS EXPIRE AT THE 2001 ANNUAL MEETING)

            Norman Baker
            14493 S. Padre Island Drive
            Suite A, Box 321
            Corpus Christi, Texas  78418

            W. Scott Blake
            731 N. Jackson Street, Suite 400
            Milwaukee, Wisconsin  53202

            Dean Katsaros
            2301 Village Green Place, Suite B
            Champaign, Illinois  61821

            Donald M. Trilling
            c/o Illini Tile
            1300 Touhy Avenue
            Elk Grove Village, Illinois 60007-5304

            CLASS III (TERMS EXPIRE AT THE 2002 ANNUAL MEETING)

            Jose Araujo
            Calle C RES DE MORO Valle Arriba
            Caracas, Venezuela

            Jerry D. Maahs
            19385 Buckingham Place
            Brookfield, Wisconsin  53045
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                                                                          Page 6


            Howard E. Zimmerman
            111 W. Washington Street, Suite 902
            Chicago, Illinois  60602

      7.3 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the rights of
any class or series of Preferred Stock then outstanding and unless the Board of
Directors otherwise determines, 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 chosen to fill vacancies pursuant to this Section 5.2
shall hold office for a term expiring at the annual meeting of shareholders 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.

      7.4 REMOVAL. Subject to the rights of the holders of any class or series
of Preferred Stock then outstanding, 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 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
5.4 as one class.

                                    ARTICLE 8
                                     BY-LAWS

            No provision of the by-laws of the Corporation may be amended,
altered or repealed and no provision inconsistent with the by-laws of the
Corporation may be adopted, except by (a) the affirmative vote of a majority of
the members of the Whole Board, or (b) 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 Article 6 as one class.

                                    ARTICLE 9
                              FAIR PRICE PROVISION

      9.1 DEFINITIONS. For purposes of this Article 9, the following terms shall
have the following meanings:

            (a) "Business Combination" shall mean:
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                                                                          Page 7


                  (i) any merger, consolidation or share exchange of the
            Corporation or any Subsidiary with or into (A) an Interested
            Shareholder or (b) any other person (whether or not itself an
            Interested Shareholder) which is, or after such merger,
            consolidation, or share exchange would be, an Affiliate or Associate
            of an Interested Shareholder; or

                  (ii) any sale, lease, exchange, mortgage, pledge, transfer or
            other disposition (in one transaction or a series of transactions)
            to or with, or proposed by or on behalf of, an Interested
            Shareholder or an Affiliate or Associate of an Interested
            Shareholder of any assets of the Corporation or any Subsidiary
            having an aggregate Fair Market Value equal to or greater than one
            percent (1%) of the total assets of the Corporation as reported in
            the consolidated balance sheet of the Corporation as of the end of
            the most recent quarter with respect to which such balance sheet has
            been prepared; 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, or proposed by
            or on behalf of, an Interested Shareholder or an Affiliate or
            Associate of an Interested Shareholder in exchange for cash,
            securities or other property (or a combination thereof) having an
            aggregate Fair Market Value equal to or greater than one percent
            (1%) of the total assets of the Corporation as reported in the
            consolidated balance sheet of the Corporation as of the end of the
            most recent quarter with respect to which such balance sheet has
            been prepared; or

                  (iv) any reclassification of securities (including any reverse
            stock split), recapitalization or reorganization of the Corporation
            or any Subsidiary, or any merger, consolidation or share exchange of
            the Corporation with any Subsidiary 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 percentage of the outstanding shares of (A) any class
            of equity securities of the Corporation or any Subsidiary or (b) any
            class of securities of the Corporation or any Subsidiary convertible
            into equity securities of the Corporation or any Subsidiary,
            represented by securities of such class which are directly or
            indirectly owned by an Interested Shareholder and all of its
            Affiliates and Associates;

                  (v) the adoption of any plan or proposal for the liquidation
            or dissolution of the Corporation or any Subsidiary or any spin-off
            or split-up of any kind of the Corporation or any Subsidiary
            proposed by or on behalf of the Interested Shareholder or any
            Affiliate or Associate of an Interested Shareholder; or
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                                                                          Page 8


                  (vi) any agreement, contract, or other arrangement providing
            for any one or more of the actions specified in clauses (i) through
            (v) of this Section 9.1(a).

            (b) "Affiliate" and "Associate" shall have the respective meanings
      given such terms in Rule 12b-2 of the General Rules and Regulations under
      the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
      in effect on the initial date of filing of these Articles of
      Incorporation.

            (c) "Beneficial Owner" shall have the meaning given such term in
      Rule 13d-3 of the General Rules and Regulations under the Exchange Act, as
      in effect on the initial date of filing of these Articles of
      Incorporation, and a person shall "Beneficially Own" and have "Beneficial
      Ownership" of any securities of which such person is the Beneficial Owner.

            (d) "Continuing Director" shall mean (i) any member of the Board of
      Directors of the Corporation who (A) is neither the Interested Shareholder
      involved in the Business Combination as to which a vote of Continuing
      Directors is provided for hereunder, nor an Affiliate, Associate,
      employee, agent or nominee of such Interested Shareholder, or the relative
      of any of the foregoing, and (B) was a member of the Board of Directors
      prior to the time that such Interested Shareholder became an Interested
      Shareholder; and (ii) any successor of a Continuing Director described in
      clause (i) who is recommended or elected to succeed a Continuing Director
      by the affirmative vote of a majority of Continuing Directors then on the
      Board of Directors of the Corporation.

            (e) "Fair Market Value" shall mean (i) in the case of stock, the
      highest closing sales price during the 30-day period immediately preceding
      the date in question of a share of such stock on the principal national
      securities exchange on which such stock is listed or admitted to trading
      or on the Nasdaq Stock Market's National Market, or, if such stock is not
      listed or admitted to trading on any such exchange or the Nasdaq Stock
      Market's National Market, the highest last quoted price or, if not so
      quoted, the highest average high bid and low asked prices in the
      over-the-counter market, as reported by the National Association of
      Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or such
      system then in use during the 30-day period preceding the date in
      question, or, if no such quotation is available, the fair market value on
      the date in question of a share of such stock as determined by a majority
      of the Continuing Directors in good faith; and (ii) in the case of
      property other than cash or stock, the fair market value of such property
      on the date in question as determined by a majority of the Continuing
      Directors in good faith.

            (f) "Interested Shareholder" shall mean any person (other than the
      Corporation or a Subsidiary, any employee benefit plan maintained by the
      Corporation or any Subsidiary, or any trustee or fiduciary with respect to
      any such plan when acting in such capacity) who or which:
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                                                                          Page 9


                  (i) is the Beneficial Owner of ten percent (10%) or more of
            the Voting Shares:

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

                  (iii) is an assignee of, or has otherwise succeeded to, any
            shares of Voting Stock of the Corporation of which an Interested
            Shareholder was the Beneficial Owner at any time within the two-year
            period immediately prior to the date in question, 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, as amended.

            For the purpose of determining whether a person is an Interested
      Shareholder, the outstanding Voting Shares shall include unissued Voting
      Shares of which the Interested Shareholder is the Beneficial Owner but
      shall not include any other Voting Shares which may be issuable pursuant
      to any agreement, arrangement or understanding, or upon the exercise of
      conversion rights, warrants or options, or otherwise, to any person who is
      not an Interested Shareholder.

            (g) A "person" shall include any individual, firm, corporation,
      partnership, trust or other entity, organization or association, as well
      as any syndicate or group deemed to be a person under Section 14(d)(2) of
      the Exchange Act.

            (h) "Subsidiary" shall mean any corporation, limited partnership,
      general partnership or other firm or entity of which a majority of any
      class of equity security or other equity interests owned, directly or
      indirectly, by the Corporation; provided, however, that for purposes of
      the definition of Interested Shareholder set forth in paragraph (f) of
      this Section 9.1, the term "Subsidiary" shall mean only a corporation,
      limited partnership, general partnership or other firm or entity of which
      a majority of each class of equity security or other equity interest is
      owned, directly or indirectly, by the Corporation.

            (i) "Voting Shares" shall mean 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 Article 9 as one class.

      9.2 VOTE REQUIRED FOR CERTAIN BUSINESS TRANSACTIONS. In addition to any
affirmative vote required by law or by these Articles of Incorporation, and
except as otherwise expressly provided in Section 9.3 of this Article, any
Business Combination
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                                                                         Page 10


shall require the affirmative vote of the holders of record of outstanding
shares representing at least (a) eighty percent (80%) of the voting power of the
then outstanding shares of the Voting Stock of the Corporation, voting together
as a single class, and (b) sixty-six and two thirds percent (66-2/3%) of the
voting power of the Voting Stock owned by Persons other than any Interested
Shareholder and its Associates and Affiliates, notwithstanding the fact that no
vote may be required, or that a lesser percentage may be specified, by law or in
any agreement with any national securities exchange or otherwise.

      9.3 WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section 9.2 of
this Article shall not apply to a particular Business Combination, and such
Business Combination shall require only such affirmative vote, if any, of the
shareholders 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 has
      been approved by the affirmative vote of a majority of the Continuing
      Directors, even if the Continuing Directors do not constitute a quorum of
      the entire Board of Directors.

            (b) Form of Consideration, Price and Procedure Requirements. All of
      the following conditions shall have been met:

                  (i) With respect to each share of each class of Voting Stock
            of the Corporation (including Common Stock), the holder thereof
            shall be entitled to receive on or before the date of the
            consummation of the Business Combination (the "Consummation Date")
            consideration, in the form specified in (b)(ii) hereof, with an
            aggregate Fair Market Value as of the Consummation Date at least
            equal to the highest of the following:

                        (A) the highest per share price (including any brokerage
                  commissions, transfer taxes and soliciting dealers' fees) paid
                  by the Interested Shareholder to which the Business
                  Combination relates, or by any Affiliate or Associate of such
                  Interested Shareholder, for any shares of such class of Voting
                  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"), (2) within the two-year period prior to the
                  Consummation Date or (3) within the two-year period prior to,
                  or in the transaction in which it became, an Interested
                  Shareholder, whichever is highest; plus, in any such case,
                  interest compounded annually from the earliest date on which
                  that highest per share acquisition price was paid through the
                  Consummation Date at the rate for one-year United States
                  Treasury obligations from time to time in effect, less the
                  aggregate amount of any cash dividends paid and the Fair
                  Market Value of any dividends paid other than in
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                                                                         Page 11


                  cash per share of such class of Voting Stock since that
                  earliest date, up to the amount of that interest;

                        (B) the Fair Market Value per share of such class of
                  Voting Stock of the Corporation on the Announcement Date or on
                  the date on which the Interested Shareholder became an
                  Interested Shareholder, whichever is higher; plus interest
                  compounded annually from that date through the Commencement
                  Date at the rate for one-year United States Treasury
                  obligations from time to time in effect; less the aggregate
                  amount of any cash dividends paid, and the Fair Market Value
                  of any dividends paid other than in cash, per share of such
                  class of Voting Stock since that date, up to the amount of
                  that interest; and

                        (C) the highest preferential amount per share, if any,
                  to which the holders of shares of such class of Voting Stock
                  of the Corporation are entitled in the event of any voluntary
                  or involuntary liquidation, dissolution or winding up of the
                  Corporation; plus the aggregate amount of any dividends
                  declared or due as to which those holders are entitled prior
                  to payment of dividends on some other class or series of stock
                  (unless the aggregate amount of those dividends is included in
                  that preferential amount).

                  (ii) The consideration to be received by holders of a
            particular class of outstanding Voting Stock of the Corporation
            (including Common Stock) as described in Section 9.3(b)(i) hereof
            shall be in cash or, if the consideration previously paid by or on
            behalf of the Interested Shareholder in connection with its
            acquisition of beneficial ownership of shares of such class of
            Voting Stock consisted in whole or in part of consideration other
            than cash, then in the same form as such consideration. If such
            payment for shares of any class of Voting Stock of the Corporation
            has been made in varying forms of consideration, then the form of
            consideration for such class of Voting Stock shall be either cash or
            the form used to acquire the beneficial ownership of the largest
            number of shares of such class of Voting Stock previously acquired
            by the Interested Shareholder.

                  (iii) After such Interested Shareholder has become an
            Interested Shareholder and prior to the Consummation Date:

                        (A) except as approved by the affirmative vote of a
                  majority of the Continuing Directors, there shall have been no
                  failure to declare and pay at the regular date therefor any
                  full quarterly dividends (whether or not cumulative) on the
                  outstanding Preferred Stock of the Corporation, if any;
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                        (B) there shall have been (1) no reduction in the annual
                  rate of dividends paid on the Common Stock of the Corporation
                  (except as necessary to reflect any subdivision of the Common
                  Stock), except as approved by the affirmative vote of 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 the affirmative vote of a majority
                  of the Continuing Directors; and (3) such Interested
                  Shareholder shall not have become the Beneficial Owner of any
                  additional shares of Voting Stock of the Corporation except
                  (x) as part of the transaction which results in such
                  Interested Shareholder becoming an Interested Shareholder, (y)
                  by virtue of proportionate stock splits, stock dividends or
                  other distributions of stock in respect of stock not
                  constituting a Business Combination, or (z) through a Business
                  Combination meeting all of the considerations of this Section
                  9.3.

                  (iv) After such Interested Shareholder has become an
            Interested Shareholder, neither such Interested Shareholder nor any
            Affiliate or Associate thereof shall have received the benefit,
            directly or indirectly (except proportionately as a shareholder of
            the Corporation), of any loans, advances, guarantees, pledges or
            other financial assistance or any tax credits or other tax
            advantages provided by the Corporation.

                  (v) A proxy or information statement describing the proposed
            Business Combination and complying with the requirements of the
            Exchange Act and the General Rules and Regulations thereunder (or
            any subsequent provisions replacing such Act, rules or regulations)
            shall be mailed to the shareholders of the Corporation at least 30
            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 thereof). Such proxy
            or information statement shall contain, (A) any recommendations as
            to the advisability (or inadvisability) of the Business Transaction
            that a majority of the Continuing Directors may choose to state, and
            (B) if a majority of the total number of Continuing Directors so
            requests, an opinion of a reputable investment banking firm (which
            firm shall be selected by a majority of the total number of
            Continuing Directors, furnished with all information it reasonably
            requests, and paid a reasonable fee for its services by the
            Corporation upon the Corporation's receipt of such opinion) as to
            the fairness (or lack of fairness) of the terms of the proposed
            Business Combination from the point of view of the holders of shares
            of Voting Stock (other than the Interested Shareholder).
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                                                                         Page 13


      9.4 POWERS OF CONTINUING DIRECTORS. A majority of the Continuing Directors
shall have the power and duty to determine, on the basis of information known to
them after reasonable inquiry, all facts necessary to determine compliance with
this Article, including, without limitation, (A) whether a Person is an
Interested Shareholder, (B) the number of shares of Voting Stock of the
Corporation beneficially owned by any Person, (C) whether a Person is an
Affiliate or Associate of another, (D) whether the requirements of paragraph (b)
of Section 9.3 have been met with respect to any Business Combination, and (E)
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 equal to or greater than one percent (1%) of the total assets
of the Corporation as reported in the consolidated balance sheet of the
Corporation as of the end of the most recent quarter with respect to which such
balance sheet has been prepared; and the good faith determination of a majority
of the Continuing Directors on such matters shall be conclusive and binding for
all the purposes of this Article 9.

      9.5 NO EFFECT ON FIDUCIARY OBLIGATIONS.

            (a) Nothing contained in this Article shall be construed to relieve
      an Interested Shareholder or any Associate or Affiliate of an Interested
      Shareholder from any fiduciary obligation imposed by law.

            (b) The fact that any Business Combination complies with the
      provisions of Section 9.3(b) of this Article shall not be construed to
      impose any fiduciary duty, obligation or responsibility on the Board of
      Directors, or any member thereof, to approve such Business Combination or
      recommend its adoption or approval to the shareholders of the Corporation,
      nor shall such compliance limit, prohibit or otherwise restrict in any
      manner the Board of Directors, or any member thereof, with respect to
      evaluations of or actions and responses taken with respect to such
      Business Combination.

                                   ARTICLE 10
                      SHAREHOLDER ACTION BY WRITTEN CONSENT

            Action required or permitted by the Wisconsin Business Corporation
Law to be taken at a shareholders' meeting may be taken without a meeting
without action by the board of directors only by all shareholders entitled to
vote on the action.

                                   ARTICLE 11
                  ELECTION TO BE SUBJECT TO CERTAIN PROVISIONS
                    OF THE WISCONSIN BUSINESS CORPORATION LAW

            The Corporation elects to be subject to Sections 180.1130 to
180.1134 and Section 180.1150 of the Wisconsin Business Corporation Law as if it
were an
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                                                                         Page 14


issuing public corporation within the meaning of Section 180.1130(8) of the
Wisconsin Business Corporation Law.

                                   ARTICLE 12
                           AMENDMENTS TO THE ARTICLES

            The Corporation reserves the right to amend, alter or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by law, and all rights conferred upon shareholders and
directors herein are granted subject to this reservation. Notwithstanding that a
lesser or different percentage may be specified by the Wisconsin Business
Corporation Law and in addition to any affirmative vote of any particular class
or series of the capital stock that may be required by the Wisconsin Business
Corporation Law and these Articles of Incorporation,

            (a) 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 Article 12 as one class, shall be required to amend,
      alter or repeal in any respect, or adopt any provision inconsistent with,

                  (i) Section 5.1 of Article 5,

                  (ii) Sections 7.1, 7.3 and 7.4 of Article 7,

                  (iii) Article 8,

                  (iv) Article 10,

                  (v) Article 11, and

                  (vi) this Article 12(a);

      provided, however, that if such amendment, alteration, repeal or adoption
      of an inconsistent provision is declared advisable by the Board of
      Directors by the affirmative vote of at least seventy-five percent (75%)
      of the Whole Board, such amendment, alteration, repeal or adoption of an
      inconsistent provision need only be approved by the vote then required
      under the Wisconsin Business Corporation Law; and

            (b) 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 Article 12 as one class, shall be required to amend,
      alter or repeal in any respect, or adopt any provision inconsistent with
      Article 9 or this Article 12(b); provided, however, that if such
      amendment, alteration, repeal or adoption of an inconsistent provision is
      declared advisable by the Board of Directors by the
<PAGE>
                                                                         Page 15


      affirmative vote of at least seventy-five percent (75%) of the Whole Board
      and a majority of the Continuing Directors, such amendment, alteration,
      repeal or adoption of an inconsistent provision need only be approved by
      the vote then required under the Wisconsin Business Corporation Law.

      EXECUTED ON JUNE 28, 1999.

      /s/ Donald J. Straka
      ----------------------------------------
      Donald J. Straka, Senior Vice President,
      General Counsel and Secretary


This document was drafted by Attorney Donald J. Straka, Wisconsin Bar No.
1011798, General Counsel of CIB Marine Bancshares, Inc., N27 W24025 Paul
Court, Pewaukee, Wisconsin 53072 and Attorney Shirley M. Lukitsch, SCHIFF,
HARDIN & WAITE, 6600 Sears Tower, 233 S. Wacker Drive, Chicago, Illinois
60606-6473.