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                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            ST. FRANCIS CAPITAL CORP.


         St. Francis Capital Corporation, a corporation organized and existing
under Chapter 180 of the Wisconsin Business Corporation Law (the "Corporation"),
does hereby certify that the Board of Directors of the Corporation (the "Board")
duly adopted the necessary resolutions to create a new series of Preferred Stock
consisting of 120,000 shares designated as Series A Junior Participating
Preferred Stock, $.01 par value per share, pursuant to Section 180.0602 of the
Wisconsin Business Corporation Law ("WBCL") and the authority conferred upon the
Board by the Articles of Incorporation; and to effectuate the foregoing, further
approved the amendment of Subsection B of Article IV of the existing Articles of
Incorporation, to read as follows:


                  B. PREFERRED STOCK. Shares of Preferred Stock may be issued
         from time to time, in one or more classes or series, in any manner
         permitted by law pursuant to a resolution or resolutions of the Board,
         each class or series to be appropriately designated prior to issuance
         of any shares thereof. The Board is authorized to act under WBCL
         Section 180.0602 (or any successor statutory provision) to determine
         with respect to any class or series of shares of preferred stock the
         preference, limitations and relative rights, in whole or in part,
         before the issuance of any shares of that class or series. The Board
         also may create one or more series within a class and, with respect to
         any series, determine the number of shares, the distinguishing
         designation and preferences, limitation and relative rights, in whole
         or in part, before issuance of shares of that series.

                     1. DESIGNATION OF SERIES: NUMBER OF SHARES. There is
         designated a series of Preferred Stock titled as "Series A Junior
         Participating Preferred Stock," par value $.01 per share (the "Series A
         Preferred Stock"), and the authorized number of shares constituting the
         Series A Preferred Stock shall be 120,000. Such number of authorized
         shares may be increased or decreased, from time to time, by resolution
         of the Board; provided, however, that no such decrease shall reduce the
         number of authorized shares of the Series A Preferred Stock to a number
         less than the number of shares of the Series A Preferred Stock then
         outstanding, plus the number of such shares then reserved for issuance
         upon the exercise of any outstanding options, warrants or rights or the
         exercise of any conversion or exchange privilege contained in any
         outstanding security issued by the Corporation.


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                     2. DIVIDENDS AND DISTRIBUTIONS.

                        a. Subject to the rights of the holders of shares of any
         other series of Preferred Stock (or shares of any other class of
         capital stock of the Corporation) ranking senior to the Series A
         Preferred Stock with respect to dividends, the holders of shares of the
         Series A Preferred Stock, in preference to the holders of shares of
         Common Stock and of any other class of capital stock of the Corporation
         ranking junior to the Series A Preferred Stock with respect to
         dividends, shall be entitled to receive, when, as and if declared by
         the Board out of funds legally available therefor, such dividends,
         subject to the provision for adjustment hereinafter set forth, equal to
         100 times the aggregate per share amount of all cash dividends, and 100
         times the aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions other than a dividend payable in
         shares of Common Stock or subdivision of the outstanding shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock. In the event the Company shall at any time after September 25,
         1997 (i) declare any dividend on Common Stock payable in shares of
         Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
         combine the outstanding Common Stock into a smaller number of shares,
         then in each such case the amount to which holders of shares of Series
         A Preferred Stock were entitled immediately prior to such event shall
         be adjusted by multiplying such amount by a fraction the numerator of
         which is the number of shares of Common Stock outstanding immediately
         after such event and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                        b. The Board shall declare, out of funds legally
         available therefor, a dividend or distribution on the Series A
         Preferred Stock, as provided in paragraph (a) of this Section
         immediately after it has declared a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock).

                     3. VOTING RIGHTS. In addition to any other voting rights
         required by applicable law, the holders of shares of the Series A
         Preferred Stock shall have the following voting rights:

                        a. Each share of the Series A Preferred Stock shall
         entitle the holder thereof to 100 votes on all matters submitted to a
         vote of the shareholders of the Corporation. The multiple of 100 (the
         "Voting Multiple") set forth in the preceding sentence shall be
         adjusted from time to time as hereinafter provided in this paragraph.
         In the event that the Corporation shall at any time after the effective
         date of this amendment to the Articles of Incorporation (the
         "Amendment") (i) declare or pay any dividend on Common Stock payable in
         shares of Common Stock, or (ii) effect a subdivision, combination or
         consolidation of the outstanding shares of Common Stock (by
         reclassification or otherwise than by payment of a dividend in shares
         of Common Stock) into a greater or lesser number of shares of Common
         Stock, then, in each such case, the

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         Voting Multiple there after applicable to the determination of the
         number of votes per share to which the holders of shares of the Series
         A Preferred Stock shall be entitled shall be the Voting Multiple in
         effect immediately prior to such event multiplied by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         shall be the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                        b. Except as otherwise provided in this Amendment, in
         any other amendment establishing another series of Preferred Stock (or
         any series of any other class of capital stock of the Corporation) or
         by applicable law, the holders of the Series A Preferred Stock, the
         holders of Common Stock and the holders of any other class of capital
         stock of the Corporation having general voting rights shall vote
         together as a single class on all matters submitted to a vote of the
         shareholders of the Corporation.

                        c. Except as otherwise provided in this Amendment or by
         applicable law, the holders of the Series A Preferred Stock shall have
         no special voting rights and their consent shall not be required
         (except to the extent provided in paragraph (b) of this Section for the
         taking of any corporate action.

                        4. CERTAIN RESTRICTIONS.

                           a. Whenever dividends or other distributions payable
         on the Series A Preferred Stock as provided in Section 2 are in
         arrears, thereafter and until all accrued and unpaid dividends and
         distributions, whether or not declared, on outstanding shares of the
         Series A Preferred Stock shall have been paid in full, the Corporation
         shall not:

                              (1) declare or pay dividends or make any other
         distributions on any shares of any class of capital stock of the
         Corporation ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up of the Corporation) to the Series A Preferred
         Stock;

                              (2) declare or pay dividends, or make any other
         distributions, on any shares of any class of capital stock of the
         Corporation ranking on a parity (either as to dividends or upon
         liquidation, dissolution or winding up of the Corporation) with the
         Series A Preferred Stock, except dividends paid ratably on the Series A
         Preferred Stock and all such parity stock on which dividends are
         accrued and unpaid in proportion to the total amounts to which the
         holders of all such shares are then entitled;

                              (3) redeem, purchase or otherwise acquire for
         consideration any shares of any class of capital stock of the
         Corporation ranking junior (either as to dividends or upon liquidation,
         dissolution or winding up of the Corporation) to the Series A Preferred
         Stock, except that the Corporation may at any time redeem, purchase or
         otherwise acquire any shares of such junior stock

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         in exchange for other shares of any class of capital stock of the
         Corporation ranking junior (both as to dividends and upon dissolution,
         liquidation or winding up of the Corporation) to the Series A Preferred
         Stock; or

                              (4) purchase or otherwise acquire for
         consideration any shares of the Series A Preferred Stock or any shares
         of any class of capital stock of the Corporation ranking on a parity
         (either as to dividends or upon liquidation, dissolution or winding up
         of the Corporation) with the Series A Preferred Stock, or redeem any
         shares of such parity stock, except in accordance with a purchase offer
         made in writing or by publication to the holders of all such shares
         upon such terms and conditions as the Board, after taking into
         consideration the respective annual dividend rates and the other
         relative powers, preferences and rights of the respective series and
         classes of such shares, shall determine in good faith will result in
         fair and equitable treatment among the respective holders of shares of
         all such series and classes.

                           b. The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for consideration any
         shares of any class of capital stock of the Corporation unless the
         Corporation could, under paragraph (a) of this Section, purchase or
         otherwise acquire such shares at such time and in such manner.

                     5. REACQUIRED SHARES. Any shares of the Series A Preferred
         Stock purchased or otherwise acquired by the Corporation in any manner
         whatsoever shall be retired and cancelled promptly after such purchase
         or acquisition. All such cancelled shares shall thereupon become
         authorized and unissued shares of Preferred Stock and may be reissued
         as part of any new series of Preferred Stock, subject to the conditions
         and restrictions on issuance set forth in the Articles of Incorporation
         of the Corporation, from time to time, in any other amendment
         establishing another series of Preferred Stock (or any series of any
         other class of capital stock of the Corporation) or in any applicable
         law.

                     6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
         liquidation (whether voluntary or otherwise), dissolution or winding up
         of the Corporation, no distribution shall be made (a) to the holders of
         shares of any class of capital stock of the Corporation ranking junior
         (either as to dividends or upon liquidation, dissolution or winding up
         of the Corporation) to the Series A Preferred Stock unless, prior
         thereto, the holder of each outstanding share of the Series A Preferred
         Stock shall have received an amount equal to the accrued and unpaid
         dividends and distributions thereon, whether or not declared, to the
         date of such payment, plus an amount equal to the greater of (i) $1.00,
         and (ii) an aggregate amount, subject to adjustment as hereinafter
         provided in this Section, equal to 100 times the aggregate per share
         amount to be distributed to the holders of Common Stock, or (b) to the
         holders of shares of any class of capital stock of the Corporation
         ranking on a parity (either as to dividends or upon liquidation,
         dissolution or winding up of the Corporation) with the Series A
         Preferred Stock, except distributions made ratably on the Series A
         Preferred Stock and all such

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         parity stock in proportion to the total amounts to which the holders of
         all such shares are entitled upon such liquidation, dissolution or
         winding up. In the event that the Corporation shall at any time after
         the effective date of this Amendment (a) declare or pay any dividend on
         Common Stock payable in shares of Common Stock, or (b) effect a
         subdivision, combination or consolidation of the outstanding shares of
         Common Stock (by reclassification or otherwise than by payment of a
         dividend in shares of Common Stock) into a greater or lesser number of
         shares of Common Stock, then, in each such case, the aggregate amount
         per share to which the holders of shares of the Series A Preferred
         Stock would have been entitled to receive immediately prior to such
         event pursuant to clause (a)(ii) of the preceding sentence shall be
         adjusted by multiplying such aggregate per share amount by a fraction,
         the numerator of which shall be the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         shall be the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                     7. CONSOLIDATION, MERGER, ETC. In the event that the
         Corporation shall be a party to any consolidation, merger, combination
         or other transaction in which the outstanding shares of Common Stock
         are converted or changed into or exchanged for other capital stock,
         securities, cash or other property, or any combination thereof, then,
         in each such case, each share of the Series A Preferred Stock shall at
         the same time be similarly converted or changed into or exchanged for
         an aggregate amount, subject to adjustment as hereinafter provided in
         this Section, equal to 100 times the aggregate amount of capital stock,
         securities, cash and/or other property (payable in kind), as the case
         may be, into which or for which each share of Common Stock is being
         converted or changed or exchanged. In the event that the Corporation
         shall at any time after the effective date of this Amendment declare or
         pay any dividend on Common Stock payable in shares of Common Stock or
         effect a subdivision, combination or consolidation of the outstanding
         shares of Common Stock (by reclassification or otherwise than by
         payment of a dividend in shares of Common Stock) into a greater or
         lesser number of shares of Common Stock, then, in each such case, the
         aggregate amount per share to which the holders of shares of the Series
         A Preferred Stock would have been entitled to receive immediately prior
         to such event pursuant to the preceding sentence shall be adjusted by
         multiplying such aggregate per share amount by a fraction, the
         numerator of which shall be the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         shall be the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                     8. NO REDEMPTION. The shares of the Series A Preferred
         Stock shall not be redeemable at any time.

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                     9. RANK. Unless otherwise provided in the amendment
         establishing another series of Preferred Stock after the effective date
         of this Amendment, the Series A Preferred Stock shall rank, as to the
         payment of dividends and the making of any other distribution of assets
         of the Corporation, senior to the Common Stock, but junior to all other
         series of the Preferred Stock.

                     10. AMENDMENTS. The Articles of Incorporation of the
         Corporation shall not be amended in any manner which would materially
         alter or change the powers, preferences and rights of the Series A
         Preferred Stock so as to adversely affect any thereof without the
         affirmative vote of the holders of at least two-thirds of the
         outstanding shares of the Series A Preferred Stock, voting separately
         as a single class.

                     11. FRACTIONAL SHARES. Fractional shares of the Series A
         Preferred Stock may be issued, but, unless the Board shall otherwise
         determine, only in multiples of one one-hundredth of a share. The
         holder of any fractional share of the Series A Preferred Stock shall be
         entitled to receive dividends, participate in distributions, exercise
         voting rights and have the benefit of all other powers, preferences and
         rights relating to the Series A Preferred Stock in the same proportion
         as such fractional share bears to a whole share.


         The foregoing constitutes the text of this Amendment. None of the
shares of Series A Junior Participating Preferred Stock authorized thereby has
been issued as of the date hereof.

         This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors of the Corporation at a meeting of the Board
of Directors held on September 25, 1997 in accordance with Section 180.0602 of
the Wisconsin Business Corporation Law. Shareholder approval of this Amendment
was not required.


         Dated as of the 25th day of September, 1997.



                                     By:      ______________________________
                                              Thomas R. Perz
                                              President/Chief Executive Officer

               This document was drafted by and is returnable to:

                             JAMES P. PETERSON, ESQ.
                          MICHAEL BEST & FRIEDRICH LLP
                            100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                               MILWAUKEE, WI 53202
                                 (414) 271-6560


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