<PAGE>
                                                                     Exhibit 4.0

                    (FORM OF STOCK CERTIFICATE - FRONT SIDE)


NUMBER                                                                    SHARES



COMMON STOCK                                                 CUSIP
                                                             See reverse for
                                                             certain definitions


                           FIRST BANCTRUST CORPORATION

                     INCORPORATED UNDER THE LAWS OF DELAWARE



         This certifies that ___________________________________ is the
registered holder of _________________ fully paid and non-assessable shares of
the Common Stock, par value $.01 per share, of First BancTrust Corporation,
Paris, Illinois (the "Corporation"), incorporated under the laws of the State of
Delaware.

         The shares evidenced by this Certificate are transferable only on the
books of the Corporation by the holder hereof, in person or by a duly authorized
attorney or legal representative, upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are subject to all
the provisions of the Certificate of Incorporation and Bylaws of the Corporation
and any and all amendments thereto. THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT FEDERALLY INSURED OR GUARANTEED. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.

Dated:



                                 (SEAL)
________________________________           _____________________________________
______________                             Terry J. Howard
Secretary                                  President and Chief Executive Officer


<PAGE>


                     (FORM OF STOCK CERTIFICATE - BACK SIDE)

         The Corporation is authorized to issue more than one class of stock,
including a class of preferred stock which may be issued in one or more series.
The Corporation will furnish to any stockholder, upon written request and
without charge, a full statement of the designations, preferences, limitations
and relative rights of the shares of each class authorized to be issued and,
with respect to the issuance of any preferred stock to be issued in series, the
relative rights, preferences and limitations between the shares of each series
so far as the rights, preferences and limitations have been fixed and determined
and the authority of the Board of Directors to fix and determine the relative
rights, preferences and limitations of subsequent series.

         The Certificate of Incorporation of the Corporation includes a
provision which generally prohibits any person (including an individual, company
or group acting in concert) from directly or indirectly offering to acquire or
acquiring the beneficial ownership of more than 10% of any class of equity
securities of the Corporation. In the event that stock is acquired in violation
of this 10% limitation, the excess shares will no longer be counted in
determining the total number of outstanding shares for purposes of any matter
involving stockholder action and the Board of Directors of the Corporation may
cause such excess shares to be transferred to an independent trustee for sale in
the open market or otherwise, with the expenses of such sale to be paid out of
the proceeds of the sale.

         The Certificate of Incorporation of the Corporation contains provisions
that the affirmative vote of at least 80% of the Voting Shares (as defined) may
be required to approve certain business combinations and other actions.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM    -    as tenants in common

TEN ENT    -    as tenants by the entireties

JT TEN     -    as joint tenants with right of survivorship and not
                as tenants in common

UNIF GIFT MIN ACT -                          Custodian                     under
                    ------------------------           -------------------
                           (Cust)                             (Minor)
              Uniform Gifts to Minors Act
                                          --------------------------------------
                                                          (State)


Additional abbreviations may also be used though not in the above list.


<PAGE>


         For value received,               hereby sell, assign and transfer unto
                             --------------


PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE

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

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


--------------------------------------------------------------------------------
 (Please print or typewrite name and address including postal zip code of
 assignee)

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

_________________ shares of Common Stock represented by this Certificate, and do
hereby irrevocably constitute and appoint _______________ as Attorney, to
transfer the said shares on the books of the within named Corporation, with full
power of substitution.



Dated                   ,
      -------------- ---  -----


                                                       -------------------------
                                                       Signature



                                                       -------------------------
                                                       Signature


NOTICE: The signature(s) to this assignment must correspond with the name(s) as
written upon the face of this Certificate in every particular, without
alteration or enlargement, or any change whatever. The signature(s) should be
guaranteed by an eligible guarantor institution (bank, stockbroker, savings and
loan association or credit union) with membership in an approved signature
medallion program, pursuant to S.E.C. Rule 17Ad-15.