<PAGE>   1
                                                                     EXHIBIT 4.1

<TABLE>
<CAPTION>

FORM BCA-2.10                                ARTICLES OF INCORPORATION
------------------------------------ -------------------------------------------- -------------------------------
<S>                                   <C>                                         <C>
   (REV. JAN. 1995)                   THIS SPACE FOR USE BY SECRETARY OF STATE
GEORGE H. RYAN
SECRETARY OF STATE                                    FILED                           SUBMIT IN DUPLICATE
DEPARTMENT OF BUSINESS SERVICES
SPRINGFIELD, IL  62756
------------------------------------                                              -------------------------------
                                                    MAR 6 1997                        THIS SPACE FOR USE BY
PAYMENT MUST BE MADE BY  CERTIFIED                GEORGE H. RYAN                      SECRETARY OF STATE
CHECK,  CASHIER'S CHECK,  ILLINOIS              SECRETARY OF STATE                    DATE 3-6-97
ATTORNEY'S CHECK, ILLINOIS                                                            FRANCHISE TAX $25.--
C.P.A'S CHECK OR MONEY ORDER,                                                         FILING FEE    $75.--
PAYABLE TO "SECRETARY OF STATE."                                                                    ------
                                                                                      APPROVED:      $100.

------------------------------------ -------------------------------------------- -------------------------------
</TABLE>

1.       CORPORATE NAME:  West Pointe Bancorp, Inc.
         (The corporate name must contain the word "corporation", "company,"
         "incorporated," "limited" or an abbreviation thereof.)

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2.       Initial Registered Agent:    Harry E. Cruncleton
         Initial Registered Office:   5701 West Main Street
                                      Belleville, IL  62226  St. Clair

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3.       Purpose or purposes for which the corporation is organized:
         (If not sufficient space to cover this point, add one or more sheets of
         this size.)

         The transaction of any or all lawful purposes for which corporations
         may be incorporated under the Illinois Business Corporation Act of
         1983.

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4.       Paragraph 1: Authorized Shares, Issued Shares and Consideration
         Received:

<TABLE>
<CAPTION>

                         PAR VALUE           NUMBER OF SHARES          NUMBER OF SHARES        CONSIDERATION TO BE
CLASS                    PER SHARE              AUTHORIZED          PROPOSED TO BE ISSUED       RECEIVED THEREFOR
<S>                 <C>                  <C>                        <C>                       <C>
----------------------------------------------------------------------------------------------------------------------
Common              $  See attachment                                        1000                   $1,000.00
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
                                                                                              TOTAL = $1,000.00
</TABLE>

         Paragraph 2: The preferences, qualifications, limitations, restrictions
         and special or relative rights in respect of the shares of each class
         are:
         (If not sufficient space to cover this point, add one or more sheets of
         this size.)

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5. OPTIONAL: (a) Number of directors constituting the initial board of directors
                 of the corporation:
                                    ---------------------
             (b) Names and addresses of the persons who are to serve as
                 directors until the first annual meeting of shareholders or
                 until their successors are elected and qualify:

         Name            Residential Address                    City, State, Zip

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

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<PAGE>   2

<TABLE>
<S><C>
6. OPTIONAL:   (a) It is estimated that the value of all property to be owned by the
                   corporation for the following year wherever located will be:         $
                                                                                         -----------------
               (b) It is estimated that the value of the property to be located within
                   the State of Illinois during the following year will be:             $
                                                                                         -----------------
               (c) It is estimated that the gross amount of business that will be
                   transacted by the corporation during the following year will be:     $
                                                                                         -----------------
               (d) It is estimated that the gross amount of business that will be
                   transacted from places of business in the State of Illinois during
                   the following year will be:                                          $
                                                                                         -----------------
</TABLE>

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7. OPTIONAL: OTHER PROVISIONS   See Attachment
                Attach a separate sheet of this size for any other provision
                to be included in the Articles of Incorporation, e.g.,
                authorizing preemptive rights, denying cumulative voting,
                regulating internal affairs, voting majority requirements,
                fixing a duration other than perpetual, etc.

--------------------------------------------------------------------------------
8.              NAME(S) AND ADDRESS(ES) OF INCORPORATOR(S)
         The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.

Dated      March 5       , 1997.

             SIGNATURE AND NAME                        ADDRESS
1.                                          1.  211 North Broadway
   ---------------------------------          ---------------------------------
    Signature                                   Street
         John M. Welge                          St. Louis    Mo       63102
   ---------------------------------          ---------------------------------
    (Type or Print Name)                        City/Town    State    Zip Code

2.                                          2.
   ---------------------------------          ---------------------------------
    Signature                                   Street

   ---------------------------------          ---------------------------------
    (Type or Print Name)                        City/Town   State    Zip Code

3.                                          3.
   ---------------------------------          ---------------------------------
    Signature                                   Street

   ---------------------------------          ---------------------------------
    (Type or Print Name)                        City/Town   State    Zip Code


(Signatures must be in BLACK INK on original document Carbon copy, photocopy or
rubber stamp signatures may only be used on conformed copies.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
president or vice president and verified by him, and attested by its secretary
or assistant secretary.

--------------------------------------------------------------------------------
                                  FEE SCHEDULE
-    The initial franchise tax is assessed at the rate of 15/100 of 1 percent
     ($1.50 per $1,000) on the paid-in capital represented in this state, with a
     minimum of $25.

-    The filing fee is $75.

-    The minimum total due (franchise tax + filing fee) is $100.
     (Applies when the Consideration to be Received as set forth in item 4 does
     not exceed $16,667)

-    The Department of Business Services in Springfield will provide assistance
     in calculating the total fees if necessary.
     Illinois Secretary of State            Springfield, IL 62756
     Department of Business Services        Telephone (217) 782-9522 or 782-9523

                                      A-2

<PAGE>   3



                     Attachment to Articles of Incorporation

                                       of

                            West Pointe Bancorp, Inc.

SECTION 4

CAPITAL STOCK

         The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 1,050,000, of which 1,000,000 are to
be shares of common stock, $1.00 par value per share, and of which 50,000 are to
be shares of serial preferred stock, $1.00 par value per share. The shares may
be issued by the Corporation from time to time as approved by the board of
directors of the Corporation without the approval of shareholders except as
otherwise provided in this Section 4. The consideration for the issuance of the
shares shall be paid to or received by the Corporation in full before their
issuance and shall not be less than the par value per share. The consideration
for the issuance of the shares shall be cash, services rendered, personal
property (tangible or intangible), real property, leases of real property or any
combination of the foregoing. In the absence of actual fraud in the transaction,
the judgment of the board of directors as to the value of such consideration
shall be conclusive. Upon payment of such consideration such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock dividend, the
part of the surplus of the Corporation which is transferred to stated capital
upon the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.

         A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and series (if
any) of capital stock, and the qualifications, limitations or restrictions
thereof, are as follows:

         A. Common Stock. Except as provided in these Articles, the holders of
the common stock shall exclusively possess all voting power. Each holder of
shares of common stock shall be entitled to one vote for each share held by such
holder.

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

         In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class having preference
over the common stock in any such event, the full preferential


                                      A-3
<PAGE>   4


amounts to which they are respectively entitled, the holders of the common stock
and of any class or series of stock entitled to participate therewith, in whole
or in part, as to distribution of assets shall be entitled, after payment or
provision for payment of all debts and liabilities of the Corporation, to
receive the remaining assets of the Corporation available for distribution, in
cash or in kind.

         Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects with, all the
other shares of common stock of the Corporation.

         B. Serial Preferred Stock. Except as provided in these Articles, the
board of directors of the Corporation is authorized, by resolution or
resolutions from time to time adopted, to provide for the issuance of preferred
stock in series and to fix and state the powers, designations, preferences and
relative, participating, optional or other special rights of the shares of such
series, and the qualifications, limitations or restrictions thereof, including,
but not limited to determination of any of the following:

            1. the distinctive serial designation and the number of shares
constituting such series;

            2. the dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating or other special rights, if any, with respect to dividends;

            3. the voting powers, full or limited, if any, of the shares of such
series;

            4. whether the shares of such series shall be redeemable and, if so,
the price or prices at which, and the terms and conditions upon which such
shares may be redeemed;

            5. the amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution or winding up of
the Corporation;

            6. whether the shares of such series shall be entitled to the
benefits of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and, if so entitled, the amount of such fund and the
manner of its application, including the price or prices at which such shares
may be redeemed or purchased through the application of such funds;

            7. whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or any other series of
the same or any other class or classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange;

            8. the subscription or purchase price and form of consideration for
which the shares of such series shall be issued; and

                                      A-4
<PAGE>   5


            9. whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.

         Each share of each series of preferred stock shall have the same
relative powers, preferences and rights as, and shall be identical in all
respects with, all the other shares of the Corporation of the same series.


SECTION 7


(A)      PREEMPTIVE RIGHTS

         No holder of any of the shares of any class or series of stock or of
options, warrants or other rights to purchase shares of any class or series of
stock or of other securities of the Corporation shall have any preemptive right
to purchase or subscribe for any unissued stock of any class or series, or any
unissued bonds, certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of any class or series or carrying
any right to purchase stock of any class or series; but any such unissued stock,
bonds, certificates of indebtedness, debentures or other securities convertible
into or exchangeable for stock or carrying any right to purchase stock may be
issued pursuant to resolution of the board of directors of the Corporation to
such persons, firms, corporations or associations, whether or not holders
thereof, and upon such terms as may be deemed advisable by the board of
directors in the exercise of its sole discretion.



(B)      REPURCHASE OF SHARES

         The Corporation may from time to time, pursuant to authorization by the
board of directors of the Corporation and without action by the shareholders,
purchase or otherwise acquire shares of any class of stock, bonds, debentures,
notes, scrip, warrants, obligations, evidences of indebtedness, or other
securities of the Corporation in such manner, upon such terms, and in such
amounts as the board of directors shall determine; subject, however, to such
limitations or restrictions, if any, as are contained in the express terms of
any class of shares of the Corporation outstanding at the time of the purchase
or acquisition in question or as are imposed by law.


(C)      MEETINGS OF SHAREHOLDERS; CUMULATIVE VOTING

         A. Notwithstanding any other provision of these Articles or the Bylaws
of the Corporation, no action required to be taken or which may be taken at any
annual or special meeting of shareholders of the Corporation may be taken
without a meeting, and the power of shareholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.


                                      A-5

<PAGE>   6


         B. Special meetings of the shareholders of the Corporation for any
purpose or purposes may be called at any time by the board of directors of the
Corporation, or by a committee of the board of directors which has been duly
designated by the board of directors and whose powers and authorities, as
provided in a resolution of the board of directors or in the Bylaws of the
Corporation, include the power and authority to call such meetings, but such
special meetings may not be called by any other person or persons.

         C. There shall be no cumulative voting by shareholders of any class or
series in the election of directors of the Corporation.

         D. Meetings of shareholders may be held at such place as the Bylaws may
provide.


(D)      NOTICE FOR NOMINATIONS AND PROPOSALS

         A. Nominations for the election of directors and proposals for any new
business to be taken up at any annual or special meeting of shareholders may be
made by the board of directors of the Corporation or by any shareholder of the
Corporation entitled to vote generally in the election of directors. In order
for a shareholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage prepaid, to the Secretary of the
Corporation not less than thirty days nor more than sixty days prior to any such
meeting; provided, however, that if less than thirty-one days' notice of the
meeting is given to shareholders, such written notice shall be delivered or
mailed, as prescribed, to the Secretary of the Corporation not later than the
close of the tenth day following the day on which notice of the meeting was
mailed to shareholders. Each such notice given by a shareholder with respect to
nominations for election of directors shall set forth (i) the name, age,
business address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of each such nominee,
(iii) the number of shares of stock of the Corporation which are beneficially
owned by each such nominee, (iv) such other information as would be required to
be included in a proxy statement soliciting proxies for the election of the
proposed nominee pursuant to Regulation 14A of the Securities Exchange Act of
1934, as amended, including, without limitation, such person's written consent
to being named in the proxy statement as a nominee and to serving as a director,
if elected, and (v) as to the shareholder giving such notice (a) his name and
address as they appear on the Corporation's books and (b) the class and number
of shares of the Corporation which are beneficially owned by such shareholder.
In addition, the shareholder making such nomination shall promptly provide any
other information reasonably requested by the Corporation.

         B. Each such notice given by a shareholder to the Secretary with
respect to business proposals to bring before a meeting shall set forth in
writing as to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business; (iii) the class and number of shares
of the Corporation which are beneficially owned by the shareholder; and (iv) any
material interest of the shareholder in such

                                      A-6

<PAGE>   7


business. Notwithstanding anything in these Articles to the contrary, no
business shall be conducted at the meeting except in accordance with the
procedures set forth in this Section 7(d).

         C. The Chairman of the annual or special meeting of shareholders may,
if the facts warrant, determine and declare to the meeting that a nomination or
proposal was not made in accordance with the foregoing procedure, and, if the
Chairman should so determine, the Chairman shall so declare to the meeting and
the defective nomination or proposal shall be disregarded and laid over for
action at the next succeeding adjourned, special or annual meeting of the
shareholders taking place thirty days or more thereafter. This provision shall
not require the holding of any adjourned or special meeting of shareholders for
the purpose of considering such defective nomination or proposal.


(E)      DIRECTORS

         A. Number; Vacancies. The number of directors of the Corporation shall
be such number, not less than 6 nor more than 11 (exclusive of directors, if
any, to be elected by holders of preferred stock of the Corporation, voting
separately as a class), as shall be provided from time to time in or in
accordance with the Bylaws; provided, however, that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director, and provided further, that no action shall be taken to decrease or
increase the number of directors from time to time unless at least two-thirds of
the directors then in office shall concur with said action. Vacancies in the
board of directors of the Corporation, however caused, and newly created
directorships shall be filled by a vote of two-thirds of the directors then in
office, whether or not a quorum, and any director so chosen shall hold office
for a term expiring at the annual meeting of shareholders at which the term of
the class to which the director has been chosen expires and when the director's
successor is elected and qualified.

         B. Classified Board. The board of directors of the Corporation shall be
divided into three classes of directors which shall be designated Class I, Class
II and Class III. The members of each class shall be elected for a term of three
years and until their successors are elected and qualified. Such classes shall
be as nearly equal in number as the then total number of directors constituting
the entire board of directors shall permit, with the terms of office of all
members of one class expiring each year. At the first annual meeting of
shareholders, directors in Class I shall be elected to hold office for a term
expiring at the third succeeding annual meeting thereafter. At the second annual
meeting of shareholders, directors of Class II shall be elected to hold office
for a term expiring at the third succeeding meeting thereafter. At the third
annual meeting of shareholders, directors of Class III shall be elected to hold
office for a term expiring at the third succeeding meeting thereafter.
Thereafter, at each succeeding annual meeting, directors of each class shall be
elected for three year terms. Notwithstanding the foregoing, the director whose
term shall expire at any annual meeting shall continue to serve until such time
as his successor shall have been duly elected and shall have qualified unless
his position on the board of directors shall have been abolished by action taken
to reduce the size of the board of directors prior to said meeting.

         Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated

                                      A-7

<PAGE>   8


shall be allocated among classes as appropriate so that the number of directors
in each class is as nearly as equal as possible. The board of directors shall
designate, by the name of the incumbent(s), the position(s) to be abolished.
Notwithstanding the foregoing, no decrease in the number of directors shall have
the effect of shortening the term of any incumbent director. Should the number
of directors of the Corporation be increased, the additional directorships shall
be allocated among classes as appropriate so that the number of directors in
each class is as nearly as equal as possible.

         Whenever the holders of any one or more series of preferred stock of
the Corporation shall have the right, voting separately as a class, to elect one
or more directors of the Corporation, the board of directors shall consist of
said directors so elected in addition to the number of directors fixed as
provided above in this Section 7(e). Notwithstanding the foregoing, and except
as otherwise may be required by law, whenever the holders of any one or more
series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
terms of the director or directors elected by such holders shall expire at the
next succeeding annual meeting of shareholders.


(F)      REMOVAL OF DIRECTORS

         Notwithstanding any other provision of these Articles or the Bylaws of
the Corporation, any director or the entire board of directors of the
Corporation may be removed, at any time, but only for cause, which shall be
defined for this purpose as (i) commission of fraud or dishonesty against the
Corporation, (ii) breach of the duty of loyalty to the Corporation, (iii)
entering of a plea of guilty or nolo contendre in a criminal proceeding, or,
(iv) willful conduct involving a third party which significantly impairs the
reputation of, or harms, the Corporation, and only by the affirmative vote of
the holders of at least 80% of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) cast at a meeting of the shareholders called for
that purpose. Notwithstanding the foregoing, whenever the holders of any one or
more series of preferred stock of the Corporation shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the
preceding provisions of this Section 7(f) shall not apply with respect to the
director or directors elected by such holders of preferred stock.


(G)      APPROVAL OF CERTAIN BUSINESS COMBINATIONS

         The shareholder vote required to approve Business Combinations (as
hereinafter defined) shall be as set forth in this section.

         A. 1. Except in cases where the proposed transaction has been approved
in advance by a majority of the members of the Board of Directors who are
unaffiliated with the Related Person (as hereinafter defined) and were directors
prior to the time when the Related Person became a Related Person, the
affirmative vote of the holders of at least 80% of the outstanding shares
entitled to vote thereon, shall be required in order to authorize any of the

                                      A-8
<PAGE>   9



following:

                (a) any merger or consolidation of the Corporation or a
subsidiary of the Corporation with or into a Related Person;

                (b) any sale, lease, exchange, transfer or other disposition,
including without limitation, a mortgage, or any other security device, of all
or any Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any voting securities of a subsidiary)
or combined assets of the Corporation and its subsidiaries, to a Related Person;

                (c) any merger or consolidation of a Related Person with or into
the Corporation or a subsidiary of the Corporation;

                (d) any sale, lease, exchange, transfer or other disposition of
all or any Substantial Part of the assets of a Related Person to the Corporation
or a subsidiary of the Corporation;

                (e) the issuance of any securities of the Corporation or a
subsidiary of the Corporation to a Related Person;

                (f) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person;

                (g) any reclassification of the common stock of the Corporation,
or any recapitalization involving the common stock of the Corporation; and

                (h) any agreement, contract or other arrangement providing for
any of the transactions described in this Section 7(g).

            2. Such affirmative vote shall be required notwithstanding any other
provision of these Articles, any provision of law, or any agreement with any
regulatory agency or national securities exchange which might otherwise permit a
lesser vote or no vote.


            3. The term "Business Combination" as used in these Articles shall
mean any transaction which is referred to in any one or more of subparagraphs
A(1)(a) through (h) above.

      B. The provisions of paragraph A shall not be applicable to any particular
Business Combination, and such Business Combination shall require only such
affirmative vote as is required by any other provision of these Articles, any
provision of law, or any agreement with any regulatory agency or national
securities exchange, if the Business Combination shall have been approved by a
two-thirds vote of the Continuing Directors (as hereinafter defined); provided,
however, that such approval shall only be effective if obtained at a meeting at
which a Continuing Director Quorum (as hereinafter defined) is present.

                                      A-9

<PAGE>   10


      C. For the purposes of these Articles the following definitions apply:

            1. The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended),
"beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended) in the
aggregate 10% or more of the outstanding shares of the common stock of the
Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended) of any such individual,
corporation, partnership or other person or entity. Without limitation, any
shares of the common stock of the Corporation which any Related Person has the
right to acquire pursuant to any agreement, or upon exercise or conversion
rights, warrants or options, or otherwise, shall be deemed "beneficially owned"
by such Related Person.

            2. The term "Substantial Part" shall mean more than 25% of the total
assets of the Corporation, as of the end of its most recent fiscal year ending
prior to the time the determination is made.

            3. The term "Continuing Director" shall mean any member of the board
of directors of the Corporation who is unaffiliated with the Related Person and
was a member of the board prior to the time that the Related Person became a
Related Person, and any successor of a Continuing Director who is unaffiliated
with the Related Person and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the board.

            4. The term "Continuing Director Quorum" shall mean two-thirds of
the Continuing Directors capable of exercising the powers conferred on them.

(H)      EVALUATION OF BUSINESS COMBINATIONS

         In connection with the exercise of its judgment in determining what is
in the best interests of the Corporation and of the shareholders, when
evaluating a Business Combination (as defined in these Articles) or a tender or
exchange offer, the board of directors of the Corporation shall, in addition to
considering the adequacy of the amount to be paid in connection with any such
transaction, consider all of the following factors and any other factors which
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 entity,
including, but not limited to, debt service and other existing financial
obligations, financial obligations to be incurred in connection with the
acquisition and other likely financial obligations of the acquiring person or
entity 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 entity and their or its
management.


                                      A-10

<PAGE>   11


(I)      INDEMNIFICATION

         A. Persons. The Corporation shall indemnify, to the extent provided in
paragraphs B, D or F:

            1. any person who is or was a director, officer or employee of the
Corporation; and

            2. any person who serves or served at the Corporation's request as a
director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

         B. Extent -- Derivative Suits. In case of a threatened, pending
or completed action or suit by or in the right of the Corporation against a
person named in paragraph A by reason of his holding a position named in
paragraph A, the Corporation shall indemnify such person if such person
satisfies the standard in paragraph C, for expenses (including attorneys' fees
but excluding amounts paid in settlement) actually and reasonably incurred by
such person in connection with the defense or settlement of the action or suit.

         C. Standard -- Derivative Suits. In case of a threatened, pending
or completed action or suit by or in the right of the Corporation, a person
named in paragraph A shall be indemnified only if:

            1. such person is successful on the merits or otherwise; or

            2. such person acted in good faith in the transaction which is the
subject of the suit or action, and in a manner such person reasonably believed
to be in, or not opposed to, the best interest of the Corporation, including,
but not limited to, the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or proposal of another
party to engage in a Business Combination (as defined in these Articles) not
approved by the board of directors. However, such person shall not be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

         D. Extent -- Nonderivative Suits. In case of a threatened, pending or
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the nonderivative suit, including,
but not limited to (i) expenses (including attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

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         E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
person named in paragraph A shall be indemnified only if:

            1. such person is successful on the merits or otherwise; or

            2. such person acted in good faith in the transaction which is the
subject of the nonderivative suit and in a manner such person reasonably
believed to be in, or not opposed to, the best interest of the Corporation,
including, but not limited to, the taking of any and all actions in connection
with the Corporation's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in these Articles)
not approved by the board of directors and, with respect to any criminal action
or proceeding, such person had no reasonable cause to believe his conduct was
unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph E.2.

         F. Determination That Standard Has Been Met. A determination that the
standard of paragraph C or E has been satisfied may be made by a court, or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

            1. a majority vote of the directors of the Corporation who are not
parties to the action,
suit or proceeding, even though less than a quorum; or

            2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum) in a
written opinion; or

            3. the shareholders of the Corporation.

         G. Proration. Anyone making a determination under paragraph F may
determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

         H. Advance Payment. The Corporation may pay in advance any expenses
(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if (i) the board of directors authorizes the specific
payment; and (ii) the person receiving the payment undertakes in writing to
repay the same if it is ultimately determined that such person is not entitled
to indemnification by the Corporation under paragraphs A through G.

         I. Nonexclusive. The indemnification and advance of expenses provided
by paragraphs A through H shall not be exclusive of any other rights to which a
person may be entitled by law, bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise.

         J. Continuation. The indemnification provided by these Articles shall
be deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Section 7(i)
shall not affect any rights or obligations then existing

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with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole or in part
upon any such state of facts. The indemnification and advance payment provided
by paragraphs A through H shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to such person's heirs, executors
and administrators.

         K. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who holds or who has held any position named in paragraph
A, against any liability incurred by such person in any such position, or
arising out of such person's status as such, whether or not the Corporation
would have power to indemnify such person against such liability under
paragraphs A through H.

         L. Savings Clause. If this Section 7(i) or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Section 7(i) that shall
not have been invalidated and to the full extent permitted by applicable law.


(J) ELIMINATION OF DIRECTORS' LIABILITY

         A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its shareholders, (ii) for acts or omissions not made in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 8.65 of the Illinois Business Corporation Act, or (iv)
for any transaction from which a director derived an improper personal benefit.
If the Illinois Business Corporation Act is amended after the date of filing of
these Articles to further eliminate or limit the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Illinois Business
Corporation Act, as so amended.

         Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.


(K)      AMENDMENT OF BYLAWS

         In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly authorized to
make, repeal, alter, amend and rescind the Bylaws of the Corporation by a
two-thirds vote of the board. Notwithstanding any other provision of these
Articles or the Bylaws of the Corporation (and notwithstanding the fact that
some lesser percentage
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may be specified by law), the Bylaws shall not be adopted, repealed, altered,
amended or rescinded by the shareholders of the Corporation except by the vote
of the holders of not less than 80% of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the shareholders
called for that purpose (provided that notice of such proposed adoption, repeal,
alteration, amendment or rescission is included in the notice of such meeting),
or, as set forth above, by the board of directors.

(L)      AMENDMENT OF ARTICLES OF INCORPORATION

         The Corporation reserves the right to repeal, alter, amend or rescind
any provision contained in these Articles in the manner now or hereafter
prescribed by law, and all rights conferred on shareholders herein are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set
forth in Sections 7(c), (d), (e), (f), (g), (h), (i), (j), (k) and this Section
7(l) may not be repealed, altered, amended or rescinded in any respect unless
the same is approved by the affirmative vote of the holders of not less than 80%
of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (considered for this purpose as a single
class) cast at a meeting of the shareholders called for that purpose (provided
that notice of such proposed adoption, repeal, alteration, amendment or
rescission is included in the notice of such meeting).




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