<PAGE>
 
                                  EXHIBIT 3.4

                            ARTICLES OF RESTATEMENT
                      OF THE ARTICLES OF INCORPORATION OF
                         COMMERCE NATIONAL CORPORATION
                             A Florida Corporation


     THE UNDERSIGNED, as President of COMMERCE NATIONAL CORPORATION, a Florida
corporation, Florida Document Number H43827 (the "Corporation"), in accordance
with Section 607.1007(4), Florida Statutes, hereby submits for filing these
Articles of Restatement of the Articles of Incorporation of the Corporation.

1.   NAME OF CORPORATION.  The name of the Corporation is "Commerce National
     -------------------                                                    
     Corporation"

2.   TEXT OF AMENDED AND RESTATED ARTICLES.  The text of the Amended and
     -------------------------------------                              
     Restated Articles of Incorporation of the Corporation is attached hereto as
     Exhibit A.

3.   REQUIREMENT OF SHAREHOLDER APPROVAL.  The Amended and Restated Articles of
     -----------------------------------                                       
     Incorporation contain amendments which required the approval of the
     Corporation's Shareholders.

4.   DATE OF AUTHORIZATION.  The Amended and Restated Articles of Incorporation
     ---------------------                                                     
     were adopted by the Board of Directors on February 17, 1998, and adopted by
     the Shareholders of the Corporation on May 26, 1998.

5.   SUFFICIENCY OF VOTE.  The Amended and Restated Articles of Incorporation
     -------------------                                                     
     were approved by a majority of the Corporation's Directors and were
     approved by a majority of the Corporation's Shareholders, which is a vote
     sufficient to approve the Amendment under the Corporation's Articles of
     Incorporation and Bylaws and under the laws of the State of Florida.

6.   EFFECTIVE DATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION.  The
     ----------------------------------------------------------------      
     Amended and Restated Articles of Incorporation shall be effective
     immediately upon filing by the Department of State.

     IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment this 15th day of June, 1998.



                                /s/ Guy D. Colado
                                ---------------------------------
                                Guy D. Colado, President

                                      32
<PAGE>
 
                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                         COMMERCE NATIONAL CORPORATION


     The following Articles of Incorporation of COMMERCE NATIONAL CORPORATION, a
Florida corporation (the "Corporation") amend in their entirety and restate
those Articles of Incorporation which were originally filed for the Corporation
on February 21, 1985.  These Amended and Restated Articles permit the
shareholders of the Corporation to increase the voting requirement for
shareholders over that required by the Florida Business Corporation Act. The
Amended and Restated Articles also include provisions related to Business
Combinations (as defined therein).  These Amended and Restated Articles
eliminate information in the Articles which was of historic value and reform the
original Articles to take into consideration the changes noted above.  These
Amended and Restated Articles were adopted by the Board of Directors on February
17, 1998, and shall be presented to the Shareholders for approval at a meeting
duly called for said purpose on May 26, 1998.

     All amendments included herein were adopted pursuant to Section 607.194(4),
Florida Statutes, and there is no discrepancy between the Corporation's Articles
of Incorporation as theretofore amended other than the inclusion of these
amendments and the omission of matters of historical interest.

                                   ARTICLE I
                                   ---------
                           NAME AND PRINCIPAL OFFICE
                           -------------------------

     The name of this Corporation shall be COMMERCE NATIONAL CORPORATION, whose
principal office shall be located at 1201 South Orlando Avenue, Winter Park,
Florida 32789, and whose mailing address shall be Post Office Box 8181, Winter
Park, Florida  32790-8181.

                                   ARTICLE II
                                   ----------
                      COMMENCEMENT OF CORPORATE EXISTENCE
                      -----------------------------------

     This Corporation commenced existence on February 21, 1985, and shall exist
perpetually unless sooner dissolved according to law.

                                  ARTICLE III
                                  -----------
                          PURPOSES AND GENERAL POWERS
                          ---------------------------

     The general purpose of this Corporation shall be the transaction of any and
all lawful business.  This Corporation shall have all of the powers enumerated
in the Florida General Corporation Act, as the same now exists and as hereafter
amended, and all such other powers as are permitted by applicable law,
including, without limitation to act as a bank holding company and, to the
extent permitted under applicable federal and state laws, now or hereafter
existing, relating to bank holding companies and their activities.

                                      33
<PAGE>
 
                                   ARTICLE IV
                                   ----------
                                 CAPITAL STOCK
                                 -------------

     1.   Number and Class of Shares Authorized; Par Value.
          ------------------------------------------------ 

     The capital stock authorized, the par value thereof, and the class of such
stock shall be as follows:

<TABLE>
<CAPTION>
 
              Number of               Par Value       Class    
          Shares Authorized           Per Share      of Stock  
          -----------------           ---------      --------  
          <S>                         <C>            <C>       
                                                               
              1,000,000                 $0.10         Common     
</TABLE>

     The consideration for all of the above stock shall be payable in cash or,
in lieu of cash, property (tangible and intangible), labor or services (past,
present or future), at a just valuation to be fixed by the Board of Directors of
the Corporation.

     2.   Voting Rights.
          ------------- 

     The Common Stock shall possess and exercise exclusive voting rights and at
all meetings of the shareholders, each record holder of such stock shall be
entitled to one vote for each share held.  Shareholders holding Common Stock
shall have no cumulative voting rights in any election of directors of the
Corporation.

     3.   No Preemptive Rights.
          -------------------- 

     No shareholder of the Corporation shall have the right, upon the sale for
cash or otherwise, of any new stock of the Corporation or of any stock of the
Corporation held by it in its treasury or otherwise, of the same or any other
kind, class or series as that which he already holds, to purchase his pro rata
or any other share of such stock at the same price at which it is offered to
others or any other price.

     4.   Relative Rights.
          --------------- 

     Each share of Common Stock shall have the same relative rights as and be
identical in all respects with all other shares of common stock.

                                   ARTICLE V
                                   ---------
                               BOARD OF DIRECTORS
                               ------------------

     The business of the Corporation shall be conducted by a Board of Directors.
As of the date of adoption of these Amended and Restated Articles, there are
fifteen (15) members of the Board of Directors. The number of directors may be
either increased or diminished from time to time as provided in the bylaws.
Directors may be removed with or without cause.

                                      34
<PAGE>
 
                                   ARTICLE VI
                                   ----------
                             DISTRIBUTION OF ASSETS
                             ----------------------

     The Board of Directors of the Corporation may, from time to time, and at
its discretion, distribute a portion of the assets of the Corporation to its
shareholders out of the capital surplus of the Corporation.

                                  ARTICLE VII
                                  -----------
                               PURCHASE OF SHARES
                               ------------------

     The Board of Directors of the Corporation may, from time to time, and at
its discretion, cause the Corporation to purchase its own shares to the extent
of unreserved and unrestricted capital surplus available for said purchase.

                                  ARTICLE VIII
                                  ------------
                                     BYLAWS
                                     ------

     Except as otherwise provided by law, the power to adopt, alter, amend or
repeal the bylaws shall be vested in the Board of Directors.  The shareholders
of the Corporation may adopt or amend a bylaw that fixes a greater quorum or
voting requirement for shareholders (or voting groups of shareholders) than is
required by the Florida Business Corporation Act.

                                   ARTICLE IX
                                   ----------
                                INDEMNIFICATION
                                ---------------

     In addition to any and all rights and duties under applicable law, the
Corporation shall indemnify and hold harmless all of its directors, officers,
employees and agents, and former directors, officers, employees and agents from
and against all liabilities and obligations, including attorneys' fees, incurred
in connection with any actions taken or failed to be taken by said directors,
officers, employees and agents in their capacity as such to the fullest extent
possible under law.

                                   ARTICLE X
                                   ---------
                             CONFLICTS OF INTEREST
                             ---------------------

     No contract or other transaction between this Corporation and any other
corporation, and no act of this Corporation, shall in any way be affected or
invalidated by the fact that any of the directors of this Corporation are
pecuniarily or otherwise interested in, or are the directors or officers of,
such other corporation.  Any director individually, or any firm of which any
director may be a member, may be a party to, or may be pecuniarily to otherwise
interested in any contract or transaction of this Corporation, provided that the
fact that he or such firm is so interested shall be disclosed or shall have been
known to the Board of Directors or a majority thereof, and any director of this
Corporation who is also a director or an officer of such other corporation, or
who is so interested may be counted in determining the existence of a quorum at
any meeting of the Board of Directors of this Corporation which shall authorize
any such contract or transaction with like force and effect as if he were not
such a director or officer of such other corporation, or not so interested.

                                      35
<PAGE>
 
                                   ARTICLE XI
                                   ----------
                       LIMITED LIABILITY OF SHAREHOLDERS
                       ---------------------------------

     The private property of the shareholders shall not be subject to payment of
the Corporation's debts to any extent.

                                  ARTICLE XII
                                  -----------
                                   AMENDMENT
                                   ---------

     This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, subject
to the consent thereof by the holders of a majority of the Shares entitled to
vote thereon and any right conferred upon the shareholders is subject to this
reservation.

                                  ARTICLE XIII
                                  ------------
                     FAIR PRICE AND SUPER VOTE REQUIREMENT
                     -------------------------------------

A.   Definitions as Used in This Article XIII.
     ---------------------------------------- 

     (1)  "Affiliate" or "Associate" shall have the respective meanings given to
          such terms in Rule 12b-2 of the General Rules and Regulations under
          the Securities Exchange Act of 1934.

     (2)  A person shall be a "beneficial owner" of any Voting Stock:

          (i)   which such person or any of its Affiliates or Associates
                beneficially owns, directly or indirectly, any shares of Voting
                Stock; or

          (ii)  which such person or any of its Affiliates or Associates has by
                itself or with others: (a) the right to acquire (whether such
                right is exercisable immediately or only after the passage of
                time), pursuant to any agreement, arrangement or understanding
                or upon the exercise of conversion rights, exchange rights,
                warrants or options, or otherwise, or (b) the right to vote
                pursuant to any agreement, arrangement or understanding; or

          (iii) which is beneficially owned, directly or directly, by any other
                person with which such person or any of its Affiliates or
                Associates has any agreement, arrangement or understanding for
                the purpose of acquiring, holding, voting or disposing of any
                shares of Voting Stock.

     (3) "Business Combination" shall include:

          (i)   any merger or consolidation of the Corporation or any of its
                subsidiaries with or into an Interested Shareholder, regardless
                of which person is the surviving entity;

                                      36
<PAGE>
 
          (ii)  any sale, lease, exchange, mortgage, pledge, or other
                disposition (in one transaction or a series of transactions)
                from the Corporation or any of its subsidiaries to an Interested
                Shareholder, or from an Interested Shareholder to the
                Corporation or any of its subsidiaries, of assets having an
                aggregate Fair Market Value of five percent (5%) or more of the
                Corporation's total stockholders' equity;

          (iii) the issuance, sale or other transfer by the Corporation or any
                subsidiary thereof of any securities of the Corporation or any
                subsidiary thereof to an Interested Shareholder (other than an
                issuance or transfer of securities which is effected on a pro
                rata basis to all shareholders of the Corporation);

          (iv)  the acquisition by the Corporation or any of its subsidiaries of
                any securities of an Interested Shareholder;

          (v)   the adoption of any plan or proposal for the liquidation or
                dissolution of the Corporation proposed by or on behalf of an
                Interested Shareholder;

          (vi)  any reclassification or recapitalization of securities of the
                Corporation if the effect, directly or indirectly, of any
                transaction is to increase the relative voting power of an
                Interested Shareholder; or

          (vii) any agreement, contract or other arrangement providing for or
                resulting in any of the transactions described in this
                definition of Business Combination.

     (4)  "Disinterested Director" shall mean any member of the Board of
          Directors of the Corporation who is unaffiliated with the Interested
          Shareholder and was a member of the Board of Directors prior to the
          time that the Interested Shareholder became an Interested Shareholder;
          any successor of a Disinterested Director who is unaffiliated with the
          Interested Shareholder and is approved to succeed a Disinterested
          Director by the Disinterested Directors; any member of the Board of
          Directors who is unaffiliated with the Interested Shareholder and is
          approved by the Disinterested Directors.

     (5)  "Fair Market Value" shall mean:

          (i)   in the case of securities listed on a national securities
                exchange or quoted in the National Association of Securities
                Dealers Automated Quotations System (or any successor thereof),
                the highest sales price or bid quotation, as the case may be,
                reported for securities of the same class or series traded on a
                national securities exchange or in the over-the-counter market
                during the 30-day period immediately prior to the date in
                question, or if no such report or quotation is available, the
                fair market value as determined by the Disinterested Directors;
                and

                                      37
<PAGE>
 
          (ii)  in the case of other securities and of other property or
                consideration (other than cash), the Fair Market Value as
                determined by the Disinterested Directors; provided, however, in
                the event the prior and authority of the Disinterested Directors
                ceases and terminates pursuant to Subdivision F of this Article
                XIII as a result of there being less than five (5) Disinterested
                Directors at any time, then: (a) for purpose of clause (ii) of
                the definition of "Business Combination," any sale, lease,
                exchange, mortgage, pledge or other disposition of assets from
                the Corporation or any of its subsidiaries to an Interested
                Shareholder or from an Interested Shareholder to the Corporation
                or any of its subsidiaries, regardless of the Fair Market Value
                thereof, shall constitute a Business Combination; and (b) for
                purposes of Paragraph 1 of Subdivision D of this Article XIII,
                in determining the amount of consideration received or to be
                received per share by the Independent Shareholders in a Business
                Combination, there shall be excluded all consideration other
                than cash and the Fair Market Value of securities listed on a
                national securities exchange or quoted in the National
                Association of Securities Dealers Automated Quotations System
                (or any successor thereof) for which there is a reported sales
                price or bid quotation, as the case may be, during the 30-day
                period immediately prior to the date in question.

     (6)  "Independent Shareholder" shall mean shareholders of the Corporation
          other than the Interested Shareholder engaged in or proposing the
          Business Combination.

     (7)  "Interested Shareholder" shall mean:  (a) any person (other than the
          Corporation or any of its subsidiaries); and (b) the Affiliates and
          Associates of such person, who, or which together, are:

          (i)   the beneficial owner, directly or indirectly, of 10 percent or
                more of the outstanding Voting Stock or were within the two-year
                period immediately prior to the date in question the beneficial
                owner, directly or indirectly, of 10 percent or more of the then
                outstanding Voting Stock; or

          (ii)  an assignee of or other person who has succeeded to any shares
                of the Voting Stock which were at any time within the two-year
                period immediately prior to the date in question beneficially
                owned by an Interested Shareholder, 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.

          Notwithstanding the foregoing, no Trust Department, or designated
          fiduciary or other trustee of such Trust Department of the Corporation
          or a subsidiary of the Corporation, or other similar fiduciary
          capacity of the Corporation with direct 

                                      38
<PAGE>
 
          voting control of the outstanding Voting Stock shall be included or
          considered as an Interested Shareholder. Further, no profit-sharing,
          employee stock ownership, employee stock purchase and savings,
          employee pension, or other employee benefit plan of the Corporation or
          any of its subsidiaries, and no trustee of any such plan in its
          capacity as such trustee, shall be included or considered as an
          Interested Shareholder.

     (8)  A "person" shall mean an individual, partnership, trust, corporation,
          or other entity and includes two or more of the foregoing acting in
          concert.

     (9)  "Voting Stock" shall mean all outstanding shares of capital stock of
          the Corporation entitled to vote generally in the election of
          directors of the Corporation.

B.   Supermajority Vote to Effect Business Combination.
     ------------------------------------------------- 

     No Business Combination shall be effected or consummated unless:

     (1)  Authorized and approved by the Disinterested Directors and, if
          otherwise required by law to authorize or approve the transaction, the
          approval or authorization of shareholders of the Corporation, by the
          affirmative vote of the holders of such number of shares as is
          mandated by the Florida Business Corporation Act; or

     (2)  Authorized and approved by the affirmative vote of holders of note
          less than 80 percent of the outstanding Voting Stock voting together
          as a single class.

     The authorization and approval required by this Subdivision B is in
     addition to any authorization and approval required by Subdivision C of
     this Article XIII.

C.   Fair Price Required to Effect Business Combination.
     -------------------------------------------------- 

     No Business Combination shall be effected or consummated unless:

     (1)  All the conditions and requirements set forth in Subdivision D of this
          Article XIII have been satisfied; or

     (2)  Authorized and approved by the Disinterested Directors; or

     (3)  Authorized and approved by the affirmative vote of holders of not less
          than 66-2/3 percent of the outstanding Voting Stock held by all
          Independent Shareholders voting together as a single class.

     Any authorization and approval required by this Subdivision C is in
     addition to any authorization and approval required by Subdivision B of
     this Article XIII.

                                      39
<PAGE>
 
D.   Conditions and Requirements to Fair Price.
     ----------------------------------------- 

     All the following conditions and requirements must be satisfied in order
     for clause (1) of Subdivision C of this Article XIII to be applicable.

     (1)  The cash and Fair Market Value of the property, securities or other
          consideration to be received by the Independent Shareholders in the
          Business Combination per share for each class or series of capital
          stock of the Corporation must not be less than the sum of:

          (i)  the highest per share price (including brokerage commissions,
               transfer taxes, soliciting dealer's fees and similar payments)
               paid by the Interested Shareholder in acquiring any shares of
               such class or series, respectively, and, in the case of Preferred
               Stock, if greater, the amount of the per share redemption price;
               and

          (ii) the amount, if any, by which interest on the per share price,
               calculated at the Treasury Bill Rate from time to time in effect,
               from the date the Interested Shareholder first became an
               Interested Shareholder until the Business Combination has been
               consummated, exceeds the per share amount of cash dividends
               received by the Independent Shareholders during such period.  The
               "Treasury Bill Rate" means for each calendar quarter, or part
               thereof, the interest rate of the last auction in the preceding
               calendar of 91-day United States Treasury Bills expressed as a
               bond equivalent yield.

          For purposes of this Paragraph (1), per share amounts shall be
          appropriately adjusted for any recapitalization, reclassification,
          stock dividend, stock split, reverse split, or other similar
          transaction.  Any Business Combination which does not result in the
          Independent Shareholders receiving consideration for or in respect of
          their shares of capital stock of the Corporation shall not be treated
          as complying with the requirements of this Paragraph (1).

     (2)  The form of the consideration to be received by the Independent
          Shareholders owning the Corporation's shares must be the same as was
          previously paid by the Interested Shareholder(s) for shares of the
          same class or series; provided, however, if the Interested Shareholder
          previously paid for shares of such class or series with different
          forms of consideration, the form of the consideration to be received
          by the Independent Shareholders owning shares of such class or series
          must be in the form as was previously paid by the Interested
          Shareholder in acquiring the largest number of shares of such class or
          series previously acquired by the Interested Shareholder, provided,
          further, in the event no shares of the same class or series had been
          previously acquired by the Interested Shareholder, the form of
          consideration must be cash.  The provisions of this Paragraph (2) are
          not intended to diminish the aggregate amount of cash and Fair Market
          Value of any other consideration that any holder of the Corporation's
          shares is otherwise entitled to receive upon the liquidation or

                                      40
<PAGE>
 
          dissolution of the Corporation, under the terms of any contract with
          the Corporation or an Interested Shareholder, or otherwise.

     (3)  From the date the Interested Shareholder first became an Interested
          Shareholder until the Business Combination has been consummated, the
          following requirements must be complied with unless the Disinterested
          Directors otherwise approve:

          (i)   the Interested Shareholder has not received, directly or
                indirectly, the benefit (except proportionately as a
                shareholder) of any loan, advance, guaranty, pledge, or other
                financial assistance, tax credit or deduction, or other benefit
                from the Corporation or any of its subsidiaries;

          (ii)  there shall have been no failure to declare and pay in full,
                when and as due or scheduled, any dividends required to be paid
                on any class or series of the Corporation's shares.

          (iii) there shall have been: (a) no reduction in the annual rate of
                dividends paid on Common Stock of the Corporation (except as
                necessary to reflect any split of such shares); and (b) an
                increase in the annual rate of dividends as necessary to reflect
                reclassification (including a reverse split), recapitalization
                or any similar transaction which has the effect of reducing the
                number of outstanding Common Stock; and

          (iv)  there shall have been no amendment or other modification to any
                profit-sharing, employee stock ownership, employee stock
                purchase and savings, employee pension or other employee benefit
                plan of the Corporation or any of its subsidiaries, the effect
                of which is to change in any manner the provisions governing the
                voting of any shares of capital stock of the Corporation in or
                covered by such plan.

     (4)  A proxy or information statement describing the Business Combination
          and complying with the requirements of the Securities Exchange Act of
          1934, as amended, and the rules and regulations under it (or any
          subsequent provisions replacing that Act and the rules and regulations
          under it) has been mailed at least 30 days prior to the completion of
          the Business Combination to the holders of all outstanding Voting
          Stock.  If deemed advisable by the Disinterested Directors, the proxy
          or information statement shall contain a recommendation by the
          Disinterested Directors as to the advisability (or inadvisability) of
          the Business Combination and/or an opinion by an investment banking
          firm, selected by the Disinterested Directors and retained at the
          expense of the Corporation, as to the fairness (or unfairness) of the
          Business Combination to the Independent Shareholders.

                                      41
<PAGE>
 
E.   Other Applicable Voting Requirement.
     ----------------------------------- 

     The affirmative votes or approvals required to be received from
     shareholders of the Corporation under Subdivisions B, C and H of this
     Article XIII are in addition to the vote of the holders of any class of
     shares of capital stock of the Corporation otherwise required by law, or by
     other provisions of these Articles of Incorporation, or by the express
     terms of the shares of such class.  The affirmative votes or approvals
     required to be received from shareholders of the Corporation under
     Subdivisions B, C and H of this Article XIII shall apply even though no
     vote or a lesser percentage vote, may be required by law, or by other
     provisions of these Articles of Incorporation, or otherwise. Any
     authorization, approval or other action of the Disinterested Directors
     under this Article XIII is in addition to any required authorization,
     approval or other action of the Board of Directors.

F.   Disinterested Directors.
     ----------------------- 

     All actions required or permitted to be taken by the Disinterested
     Directors shall be taken with or without a meeting by the vote or written
     consent of two-thirds of the Disinterested Directors, regardless of whether
     the Disinterested Directors constitute a quorum of the members of the Board
     of Directors then in office.  In the event that the number of Disinterested
     Directors is at any time less than five (5), all power and authority of the
     Disinterested Directors under this Article XIII shall thereupon cease and
     terminate, including, without limitation, the authority of the
     Disinterested Directors to authorize and approve a Business Combination
     under Subdivisions B and C of this Article XIII and to approve a successor
     Disinterested Director.  Two-thirds of the Disinterested Directors shall
     have the power and duty, consistent with their fiduciary obligations, to
     determine for the purpose of this Article XIII, on the basis of information
     known to them:

     (1)  Whether any person is in Interested Shareholder;

     (2)  Whether any person is an Affiliate or Associate of another;

     (3)  Whether any person has an agreement, arrangement, or understanding
          with another or is acting in concert with another; and

     (4)  The Fair Market Value of property, securities or other consideration
          (other than cash).

     The good faith determination of the Disinterested Directors on such matters
     shall be binding and conclusive for purposes of this Article XIII.

G.   Effect on Fiduciary Obligations of Interested Shareholders.
     ---------------------------------------------------------- 

     Nothing contained in this Article XIII shall be construed to relieve any
     Interested Shareholder from any fiduciary obligations imposed by law.

                                      42
<PAGE>
 
H.   Repeal.
     ------ 

     Notwithstanding any other provisions of these Articles of Incorporation
     (and notwithstanding the fact that a lesser percentage vote may be required
     by law or other provision of these Articles of Incorporation), the
     provisions of this Article XIII may not be repealed, amended, supplemented
     or otherwise modified, unless:

     (1)  The Disinterested Directors (or, if there is no Interested
          Shareholder, a majority vote of the whole Board of Directors of the
          Corporation) recommend such repeal, amendment, supplement or
          modification and such repeal, amendment or modification is approved by
          the affirmative vote of the holders of not less than 66-2/3 percent of
          the outstanding Voting Stock; or

     (2)  Such repeal, amendment, supplement or modification is approved by the
          affirmative vote of holders of:  (a) not less than 80 percent of the
          outstanding Voting Stock voting together as a single class; and (b)
          not less than 66-2/3 percent of the outstanding Voting Stock held by
          all shareholders other than Interested Shareholders voting together as
          a single class.

I.   Further Considerations to Effect Business Combination.
     ----------------------------------------------------- 

     No Business Combination shall be effected or consummated unless, in
     addition to the consideration set forth in Subdivisions B, C, D and E of
     this Article XIII, the Board of Directors of the Corporation, including the
     Disinterested Directors, shall consider all of the following factors and
     any other factors which they deem relevant:

     (1)  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;

     (2)  The business and financial conditions and earnings prospects of the
          Interested Shareholder, including, but not limited to, debt service
          and other existing or likely financial obligations of the Interested
          Shareholder, and the possible effect on other elements of the
          communities in which the Corporation and its subsidiaries operate or
          are located; and

     (3)  The competence, experience and integrity of the Interested Shareholder
          and his (its) or their management.

                                  ARTICLE XIV
                                  -----------
                             HEADINGS AND CAPTIONS
                             ---------------------

     The headings or captions of these various articles are inserted for
convenience and none of them shall have any force or effect, and the
interpretation of the various articles shall not be influenced by any of said
headings or captions.

                                      43
<PAGE>
 
     IN WITNESS WHEREOF, the undersigned, being the President and Secretary of
the Corporation, for the purpose of amending and restating the Articles of
Incorporation as heretofore filed for the Corporation under the laws of the
State of Florida, hereby make and file these Amended and Restated Articles of
Incorporation declaring and certifying that the facts stated herein are true,
and hereby subscribe thereto and hereunto sets their hand and seal this 15th day
of April, 1998.


(CORPORATE SEAL)                /s/ Guy D. Colado
                                ------------------------------------
                                Guy D. Colado, President


                                /s/ Alan M. Scarboro
                                ------------------------------------
                                Alan M. Scarboro, Secretary

                                      44