Exhibit 3.1

                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                            LAFAYETTE BANCORPORATION

     The undersigned officers of Lafayette Bancorporation  (hereinafter referred
to as the  "Corporation")  existing  pursuant to the  provisions  of the Indiana
General  Corporation  Act,  as amended  (hereinafter  referred to as the "Act"),
desiring  to give  notice of  corporate  action  effectuating  amendment  of its
Articles  of   Incorporation   by  the  adoption  of  new  Amended  Articles  of
Incorporation  to  supersede  and take  the  place  of its  heretofore  existing
Articles of Incorporation, certify the following facts:

                          Text of the Amended Articles

     The exact text of the entire Articles of  Incorporation of the Corporation,
as  amended  (hereinafter  referred  to as  the  "Amended  Articles")  now is as
follows:

                                    ARTICLE I
                                      Name

     The name of the Corporation is Lafayette Bancorporation.

                                   ARTICLE II
                               Purposes and Powers

     Section 2.1.  Purposes.  The purposes for which the  Corporation  is formed
are:

     a.   To acquire, hold, own, control, and dispose of shares of capital stock
          or other securities issued by any financial  institution or any public
          or private corporation, to the fullest extent permitted by law.

     b.   In  general,  to  transact  any  and all  lawful  business  for  which
          corporations may be incorporated under the Act.
<PAGE>

     Section 2.2.  Powers.  Subject to any limitation or restriction  imposed by
law or any provision of these Articles of  Incorporation,  the Corporation shall
have the power:

     a.   To do everything necessary,  convenient or expedient to accomplish the
          purposes hereinbefore set forth; and

     b.   To exercise and enjoy in furtherance of the purposes  hereinbefore set
          forth all the rights, privileges and powers granted to the Corporation
          by these  Articles  of  Incorporation,  the Act,  as now or  hereafter
          amended, and the common law.

                                   ARTICLE III
                                Term of Existence

     The Corporation shall have perpetual existence.

                                   ARTICLE IV
                       Resident Agent and Principal Office

     Section  4.1.  Resident  Agent.  The name and post  office  address  of the
Resident Agent of the  Corporation  is William N. McCallum,  133-35 North Fourth
Street, P. O. Box 1130, Lafayette, Indiana 47902.

     Section 4.2.  Principal  Office.  The post office  address of the principal
office  of the  Corporation  is  133-35  North  Fourth  Street,  P. O. Box 1130,
Lafayette, Indiana 47902.

                                    ARTICLE V
                                Authorized Shares

     Section 5.1. Number. The total number of shares which the Corporation shall
have authority to issue is 500,000 shares without par value,  and no shares with
par value.

     Section  5.2.  Classes.  There  shall  be one (1)  class of  shares  of the
Corporation which shall be designated as "Common Stock."

     Section 5.3. Relative Rights.  All common stock shall have the same rights,
preferences, limitations and restrictions.

     Section 5.4. Voting Rights of Shares.  Each holder of common stock shall be
entitled  to one (1) vote for each  share  owned of  record  on the books of the
Corporation on each matter submitted to a vote of the holders of common stock.

                                   ARTICLE VI
                                 Stated Capital

     Section  6.1.  Stated  Capital.   The  amount  of  stated  capital  of  the
Corporation at the time of filing the Amended  Articles is at least One Thousand
Dollars ($1,000.00).
<PAGE>
                                   ARTICLE VII
                                    Directors

     Section 7.1. Number. The By-laws of the Corporation shall specify from time
to time the number of directors of the  Corporation.  In the absence of a By-law
fixing the number of directors, the number shall be five.

     Section 7.2. Board of Directors. The names and post office addresses of the
directors  holding  office at the time of the  adoption of the Amended  Articles
are:

<TABLE>
                                                                                       Zip
Name                         Post Office Address          City                 State   Code
<S>                          <C>                          <C>                  <C>     <C>
Jess C. Andrew                                            West Point           IN      47992
Gordon G. Beemer             410 E. Wabash Ave.           Crawfordsville       IN      47933
George H. DeVault            1701 S. 9th St.              Lafayette            IN      47905
William N. McCallum          133-35 N. Fourth St.         Lafayette            IN      47902
                             P. O. Box 1130
Roy D. Meeks                 13 Eaglecrest Ct.            W. Lafayette         IN      47906
</TABLE>

     Section  7.3.  Classes of  Directors.  The By-laws of the  Corporation  may
provide that the Board of Directors  may be divided into classes  whose terms of
office expire at different times, under terms and conditions consistent with the
Act.

                                  ARTICLE VIII
                             President and Secretary

     The name and post office  addresses of the  President  and Secretary of the
Corporation are:

<TABLE>

                                                                                       Zip
Name and Title               Post Office Address          City                 State   Code
<S>                          <C>                          <C>                  <C>     <C>
William N. McCallum          133-35 N. Fourth St.         Lafayette            IN      47902
 President
Kurt E. Wilson               521 Kossuth Street           Lafayette            IN      47905
 Secretary/Treasurer
</TABLE>
<PAGE>

                                   ARTICLE IX
                    Provisions for Regulation of Business and
                      Conduct of Affairs of the Corporation

     Section  9.1.  Issuance  of  Shares.  Authorized  but  unissued  shares and
treasury  shares of the Corporation may be issued or sold from time to time upon
such  terms  and  conditions,  for  such  consideration,  and to  such  persons,
corporations  or other legal  entities as the Board of Directors  may  determine
without  authorization or approval of the holders of the common stock. The Board
of Directors may allocate the consideration received upon the issuance of shares
between the stated capital and surplus accounts of the Corporation.

     Section 9.2. Place of Meetings. Meetings of the holders of common stock and
meetings of the Board of Directors  shall be held at such places,  either within
or without the State of Indiana,  as shall be specified in the respective  calls
and notices or waivers of notice of such meetings  given in accordance  with the
By-laws.

     Section 9.3. Indemnification of Directors, Officers and Employees.

     Every  person  who  is or was a  director,  officer  or  employee  of  this
Corporation  or of any other  corporation  for which he is or was serving in any
capacity  at the  request  of this  Corporation  shall  be  indemnified  by this
Corporation  against any and all  liability  and expense that may be incurred by
him in connection  with or resulting  from or arising out of any claim,  action,
suit or proceeding,  provided that such person is wholly successful with respect
thereto or acted in good faith in what he  reasonably  believed  to be in or not
opposed to the best interests of this Corporation or such other corporation,  as
the case may be, and, in addition, in any criminal action or proceeding in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  As used
herein,  "claim,  action, suit or proceedings" shall include any claim,  action,
suit or proceeding  (whether  brought by or in the right of this  Corporation or
such  other  corporation  or  otherwise),  civil,  criminal,  administrative  or
investigative,  whether  actual or threatened  or in  connection  with an appeal
relating thereto,  in which a director,  officer or employee of this Corporation
may become involved, as a party or otherwise,

     (i)  by reason of his being or having been a director,  officer or employee
          of this  Corporation  or such other  corporation or arising out of his
          status as such or

     (ii) by reason of any past or  future  action  taken or not taken by him in
          any such capacity,  whether or not he continues to be such at the time
          such liability or expense is incurred.

     The terms "liability" and "expense" shall include, but shall not be limited
to, attorneys' fees and disbursements, amounts of judgments, fines or penalties,
and  amounts  paid in  settlement  by or on behalf  of a  director,  officer  or
employee,  but shall not in any event  include  any  liability  or  expenses  on
account of profits  realized by him in the purchase or sale of securities of the
Corporation in violation of the law. The termination of any claim,  action, suit
or proceeding, by judgment,  settlement (whether with or without court approval)
or conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a director, officer or employee did not meet
the standards of conduct set forth in this paragraph.

     Any such directors, officer or employee who has been wholly successful with
respect to any such  claim,  action,  suit or  proceeding  shall be  entitled to
indemnification  as a matter  of  right.  Except as  provided  in the  preceding
sentence,  any indemnification  hereunder shall be made only if (i) the Board of
Directors  acting by a quorum  consisting of Directors who are not parties to or
who have been wholly  successful  with  respect to such claim,  action,  suit or
proceeding  shall  find  that the  director,  officer  or  employee  has met the
standards of conduct set forth in the preceding  paragraph;  or (ii) independent
legal counsel shall deliver to the  Corporation  their written opinion that such
director, officer or employee has met such standards of conduct.

     If several  claims,  issues or matters  of action  are  involved,  any such
person shall be entitled to indemnification as to some matters even though he is
not entitled as to other matters.

     The Corporation may advance expenses to or, where  appropriate,  may at its
expense  undertake  the defense of any such  director,  officer or employee upon
receipt of an  undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
hereunder.
<PAGE>

     The  provisions of this Section  shall be  applicable  to claims,  actions,
suits or  proceedings  made or  commenced  after the  adoption  hereof,  whether
arising  from acts or  omissions  to act  during,  before or after the  adoption
hereof.

     The rights of  indemnification  provided  hereunder shall be in addition to
any rights to which any person  concerned  may otherwise be entitled by contract
or as a matter of law and shall inure to the benefit of the heirs, executors and
administrators of any such person.

       The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation against any liability asserted against
him and incurred by him in any capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section or otherwise.

       Section 9.4. Powers of Board of Directors. Subject to any limitation or
restriction imposed by law or by these Articles of Incorporation, the Board of
Directors may exercise, in furtherance of the purposes of the Corporation, all
the powers of the Corporation without authorization or approval of the holders
of common stock.

     Section 9.5.  Distributions  Upon Shares. The Board of Directors shall have
authority  to authorize  and direct the payment of  dividends  and the making of
other  distributions  by the Corporation in respect of its shares at such times,
in such amounts and forms, from such sources  (specifically  including,  but not
limited to, the unrestricted and unreserved  capital surplus of the Corporation)
and upon such  terms and  conditions  as it may,  from time to time,  determine,
subject to such restrictions, limitations, conditions and requirements as may be
imposed by law or by these Articles of Incorporation.

     Section  9.6.  Acquisition  of Shares.  The Board of  Directors  shall have
authority to authorize  and direct the  acquisition  by the  Corporation  of its
shares  at  such  times,   in  such  amounts,   from  such  persons,   for  such
consideration,  from such sources (specifically  including,  but not limited to,
the  unrestricted  and unreserved  capital surplus of the  Corporation) and upon
such terms and conditions as it may from time to time determine, subject to such
restrictions,  conditions, and requirements as may be imposed by law or by these
Articles of Incorporation.

     Section  9.7.  Executive  Committee  and Other  Committees.  The powers and
duties  conferred  or imposed  upon the Board of  Directors  by law and by these
Articles  of  Incorporation  may  be  exercised  or  performed  by an  executive
committee  or by one or more such other  committees  as may from time to time be
designated in a manner and to the extent specified by the By-laws.
<PAGE>

     Section  9.8.   Prior  Notice  to  Management  as  a  Condition  to  Making
Nominations for Director.  Any shareholder who intends to nominate,  or to cause
to have nominated,  any candidate for election to the Board of Directors  (other
than a candidate  proposed by the Corporation's  present management and Board of
Directors) shall notify the Corporation.  Notification  shall be made in writing
and  delivered  or  mailed to the  President  of the  Corporation  not less than
fourteen  (14)  days nor more  than  fifty  (50) days  prior to any  meeting  of
stockholders called for the election of directors,  provided,  however,  that if
less  than  twenty  one  (21)  days  prior  notice  of the  meeting  is given to
shareholders,  such nomination  shall be delivered or mailed to the President of
the  Corporation not later than the close of the seventh (7th) day following the
day on which the notice of meeting was mailed.  Such notification  shall contain
the following information:

     (a)  The names and addresses of the proposed nominees;

     (b)  The principal occupation of each proposed nominee;

     (c)  The  total  number  of  shares  that  to the  knowledge  of  notifying
          shareholders will be voted for each of the proposed nominees;

     (d)  The name and residence address of the notifying shareholder; and

     (e)  The number of shares owned by the notifying shareholder.

     Any  nomination  for  director  not  made  in  accordance  herewith  may be
disregarded  by the Chairman of the meeting and votes cast for each such nominee
may be disregarded by the vote tellers.

     This  section  9.8 of the  Article  IX shall not be  amended  except by the
affirmative  vote of not less than  three-fourths  (3/4) of the actual number of
directors then elected and qualified,  by the affirmative  vote of not less than
80% of the outstanding shares of the Corporation, and by the affirmative vote of
not less than 75% of the  outstanding  shares  held by  stockholders  other than
"Related Persons", as defined below.
<PAGE>

     Section 9.9.  Transactions  Involving Related Persons. The affirmative vote
of the  holders of not less than 80% of the  outstanding  shares of stock of the
Corporation and the affirmative  vote of the holders of not less than 75% of the
outstanding  shares of stock held by stockholders other than a "Related Person",
as defined  below,  shall be required for the approval or  authorization  of any
Business  Combination,  as defined below,  of the  Corporation  with any Related
Person;  provided,  however,  that the 80% and 75% minimum approval requirements
shall not be applicable if:

     (1)  The directors of the  Corporation  by a three-  fourths (3/4) vote (a)
          have  expressly  approved  in advance the  acquisition  by the Related
          Person of outstanding  shares of voting stock of the Corporation  that
          caused such person to become a Related  Person,  or (b) have  approved
          the Business  Combination  prior to the Related Person involved in the
          Business Combination having become a Related Person;

     (2)  The Business Combination is solely between the Corporation and another
          corporation,  100% of the voting  stock of which is owned  directly or
          indirectly by the Corporation; or

     (3)  The Business  Combination is a merger or consolidation and the cost or
          fair market value of the property,  securities or other  consideration
          to be  received  per  share  by all  holders  of  common  stock of the
          Corporation  in the Business  Combination is not less than the highest
          per share price (with appropriate adjustments for recapitalization and
          stock splits,  stock  dividends and like  distributions),  paid by the
          Related  Person in acquiring any of its holdings of the  Corporation's
          common  stock.  For  purposes  of  this  paragraph,  the  term  "other
          consideration  to be  received"  shall  include,  without  limitation,
          common stock of the Corporation retained by its existing  stockholders
          in the event the Corporation is the surviving corporation.

     For purposes of this  Article,  "Related  Person"  shall mean any person or
entity  who  beneficially  owns a  number  of  shares  of  common  stock  of the
Corporation,  whether or not such number  includes shares then entitled to vote,
which  number of shares  exceeds 10% of the  outstanding  shares of common stock
entitled to vote on any matter,  or an affiliate of such person, or an associate
of such person or of such person's affiliate.

     For purposes of this Article, "Business Combination" shall mean:

     (1)  any merger or consolidation of the Corporation;

     (2)  any sale, lease,  exchange,  transfer or other disposition,  including
          without  limitation any mortgage or any other security device,  of all
          or any substantial part of the assets of the  Corporation,  including,
          without limitation, any voting securities of a subsidiary;

     (3)  any merger  into the  Corporation;  or into a  subsidiary,  of another
          corporation or any other type of entity;
<PAGE>

     (4)  any  sale,  lease,  exchange,  transfer  or other  disposition  to the
          Corporation  or a  subsidiary  of all or any part of the  assets  of a
          Related Person;  provided,  however, that "Business Combination" shall
          not include any  disposition  of assets  which,  if included  with all
          other  dispositions  consummated  during the same  fiscal  year of the
          Corporation  by the same  Related  Person,  would  not  result  in the
          disposition  during such year by such Related  Person of assets having
          an aggregate fair value  (determined at the time of disposition of the
          respective assets) in excess of 1% of the total consolidated assets of
          the Corporation (as shown on the  Corporation's  Consolidated  Balance
          Sheet  as of the end of the  fiscal  quarter  preceding  the  proposed
          disposition);   provided,   further,   that  in  no  event  shall  any
          disposition of assets be excepted from stockholder  approval by reason
          of the preceding  exclusion if such disposition  would,  when included
          with  all  other   dispositions   consummated   during  the  same  and
          immediately  preceding four (4) fiscal years of the Corporation by the
          same Related Person,  result in the disposition by such Related Person
          of assets having an aggregate  fair value  (determined  at the time of
          disposition  of the  respective  assets)  in excess of 2% of the total
          consolidated  assets of the Corporation (as shown on the Corporation's
          Consolidated  Balance  Sheet  as of  the  end of  the  fiscal  quarter
          preceding the proposed disposition);

     (5)  any  reclassification  of  common  stock  of  the  Corporation  or any
          recapitalization   involving   common   stock   of  the   Corporation,
          consummated  within five (5) years after the Related  Person becomes a
          Related Person; and

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

Notwithstanding  anything to the contrary herein, Business Combination shall not
include  (i) any merger  with an existing  subsidiary,  or (ii) any  transaction
involving a Related Person which is to be consummated or become  effective after
such Related Person has been a Related Person for at least five (5) years.

     This  Section  9.9 of  Article  IX  shall  not  be  amended  except  by the
affirmative  vote of not less than three-  fourths (3/4) of the actual number of
directors then elected and qualified,  by the affirmative  vote of not less than
80% of the outstanding shares of the Corporation, and by the affirmative vote of
not less than 75% of the  outstanding  shares  held by  stockholders  other than
Related Persons.

     Section 9.10. Evaluation of Business  Combinations.  In connection with the
exercise of its  judgment  in  determining  what is in the best  interest of the
Corporation and its  stockholders  when  evaluating a Business  Combination or a
proposal  by a Related  Person  to make a  Business  Combination  or a tender or
exchange  offer or a  proposal  by  another  Related  Person to make 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,  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  persons,  including,  but not  limited  to, debt
          service and other  existing  or likely  financial  obligations  of the
          acquiring  person  or  persons,   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
          persons and its or their management.
<PAGE>

     This  Section  9.10 of  Article  IX  shall  not be  amended  except  by the
affirmative  vote of not less than three-  fourths (3/4) of the actual number of
directors then elected and qualified,  by the affirmative  vote of not less than
80% of the outstanding shares of the Corporation, and by the affirmative vote of
not less than 75% of the  outstanding  shares  held by  stockholders  other than
Related Persons.

                                    ARTICLE X
                           Manner of Adoption and Vote

     Section 10.1 Action by Directors.

     (a)  By written consent  executed on the 29th day of November 1984,  signed
          by all  members  of the  Board  of  Directors  of the  Corporation,  a
          resolution  was  unanimously  adopted  approving  the proposed Plan of
          Exchange between the Corporation and Lafayette Bank and Trust Company.
          Section 8 of the Plan of Exchange  details all changes included in the
          Amended Articles.

     (b)  By written consent  executed on the 29th day of November 1984,  signed
          by all  members  of the  Board  of  Directors  of the  Corporation,  a
          resolution  was  unanimously  adopted  proposing  to the  shareholders
          entitled to vote in respect of the Amended  Articles  that the Plan of
          Exchange  between the Corporation and Lafayette Bank and Trust Company
          be approved as proposed. This same resolution called a meeting of such
          shareholders  to approve or reject  the Plan of  Exchange,  unless the
          same were so approved  prior to the meeting by the  unanimous  written
          consent of the shareholders.

     (c)  The  Board of  Directors  of  Lafayette  Bank and Trust  Company  (the
          "Bank") at a meeting  thereof,  duly called and  constituted  and held
          December  10,  1984,  adopted by majority  vote of the members of such
          Board a resolution approving the Plan of Exchange between the Bank and
          the  Corporation.  This  same  resolution  directed  that  the Plan of
          Exchange be submitted for approval or rejection to the shareholders of
          the Bank entitled to vote in respect  thereof at a special  meeting of
          such shareholders to be held on March 11, 1985.  Section 8 of the Plan
          of Exchange  submitted to the  shareholders  of the Bank  detailed all
          changes included in the Amended Articles.

     Section 10.2 Action by Shareholders.

     (a)  By written consent executed on the 10th day of March,  1985, signed by
          the holders of 50 shares of the  Corporation,  being all of the shares
          of the  Corporation  entitled  to  vote  in  respect  of  the  Amended
          Articles,  the sole shareholder of the Corporation adopted the Plan of
          Exchange which included, under Section 8, the Amended Articles.

     (b)  By  majority  vote at a duly  called  meeting of the  shareholders  of
          Lafayette  Bank and Trust Company (the "Bank") held on the 11th day of
          March 1985,  at which a quorum of such  shareholders  were  present in
          person  or by proxy,  the Plan of  Exchange  between  the Bank and the
          Corporation  was  adopted.  Section 8 of the adopted  Plan of Exchange
          details all changes included in the Amended Articles.

     Section 10.3 Approval by Department of Financial Institutions.

     The Department of Financial  Institutions of the State of Indiana  approved
the Plan of Exchange  in  accordance  with the  provisions  of I.C.  28-1-7-5 on
February  28,  1985.  Section 8 of the  approved  Plan of  Exchange  details all
changes included in the Amended Articles.
<PAGE>

     Section 10.4 Approval by Secretary of State

     On the 30th day of April 1985,  Articles of Exchange effecting the exchange
of all  outstanding  shares  of the  common  stock of  Lafayette  Bank and Trust
company (the  "Bank") for shares of the  Corporation  were  approved by Edwin J.
Simcox,  Secretary of State. The approved Articles of Exchange included the Plan
of  Exchange  between  the Bank and the  Corporation.  Section  8 of the Plan of
Exchange details all changes included in the Amended Articles.

     Section 10.5 Compliance With Legal Requirements.

     The manner of the adoption of the Amended  Articles,  and the vote by which
they were adopted  constitutes  full legal compliance with the provisions of the
Acts, the Articles of Incorporation and the By-Laws of the Corporation.

                                   ARTICLE XI
                                 Effective Date

     Section 11.1 Effective Date.

     The effective  date of the Amended  Articles is the 30th day of April 1985,
the date of issuance of a Certificate of Exchange by the Secretary of State with
respect hereto.

<PAGE>
                                   ARTICLE XII
                     Statement of Changes Made With Respect
                  To the Number Of Shares Heretofore Authorized

Aggregate Number of Shares Previously
  Authorized. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .1,000

Increase. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . .499,000

Aggregate Number of Shares Authorized After
  The Effect of This Amendment. . . . . . . . .. . . . . . . . . . . . .500,000

     IN WITNESS WHEREOF, the undersigned officers execute these Amended Articles
of Incorporation of the Corporation and verify and affirm,  subject to penalties
for perjury, the truth of the facts herein stated, this 8th day of August, 1986.


                                            /s/ Kurt E. Wilson
                                            -------------------------
                                            Kurt E. Wilson
                                            Secretary/Treasurer


/s/ William N. McCallum
---------------------------
William N. McCallum
President

STATE OF INDIANA                    )
                                    )SS:
COUNTY OF TIPPECANOE                )

     I,  the   undersigned,   a  Notary   Public  duly   commissioned   to  take
acknowledgements  and  administer  oaths in the State of Indiana,  certify  that
William N.  McCallum,  the  President  and Kurt E. Wilson,  the Secretary of the
Corporation,   the  officers   executing  the  foregoing   Amended  Articles  of
Incorporation,   personally  appeared  before  me,  acknowledged  the  execution
thereof; and swore or attested to the truth of the facts herein stated.

     WITNESS my hand and Notarial Seal this 8th day of August, 1986.

                             /s/ Virginia H. McMindes
                             ---------------------------
                             Virginia H. McMindes, Notary Public
My Commission Expires:
March 17, 1987
My County of Residence:  Tippecanoe County


<PAGE>
                              ARTICLES OF AMENDMENT
                                     OF THE
                        AMENDED ARTICLES OF INCORPORATION
                                       OF
                            LAFAYETTE BANCORPORATION

The above corporation  (hereinafter  referred to as the "Corporation")  existing
pursuant to the Indiana  Business  Corporation  Law,  desiring to give notice of
corporate action effectuating amendment of certain provisions of its Articles of
Incorporation, sets forth the following facts:

                                    ARTICLE I
                                  AMENDMENT(S)

     SECTION 1: The name of the Corporation following this amendment is:

                            Lafayette Bancorporation

     SECTION 2: The exact text of  Article(s) V, Section 5.1, of the Articles of
          Incorporation is now as follows:

                                    ARTICLE V
                                Authorized Shares

     Section 5.1. Number. The total number of shares which the Corporation shall
have  authority to issue is 2,500,000  shares  without par value,  and no shares
with par value.

     SECTION 3: The date of each amendment's adoption is:

                                 April 11, 1994

     SECTION 4:  (Complete  this  section  only  if  amendment  provides  for an
          exchange,  reclassification  or  cancellation  of  issued  shares  and
          provisions  for  implementing  the  amendment are not contained in the
          amendment itself.)

     Provisions for implementing the exchange,  reclassification or cancellation
of issued shares are set forth below (Attach additional pages if necessary):

                                 Not Applicable

<PAGE>

                                   ARTICLE II
                           MANNER OF ADOPTION AND VOTE
                          (Strike inapplicable section)

     SECTION 1: Shareholder vote not required

     N/A  The  amendment(s)  was/were  adopted by the  incorporators or board of
          directors without  shareholder  action and shareholder  action was not
          required.

     SECTION 2: Vote of Shareholders

The designation (i.e. common,  preferred, and any classification where different
classes of stock exists), number of outstanding shares, number of votes entitled
to be cast by each voting group entitled to vote separately on the amendment and
the number of votes of each voting group represented at the meeting is set forth
below:

<TABLE>

                                                   TOTAL         A      B      C
<S>                                                <C>           <C>    <C>    <C>
Designation of Each Voting Group                   Common        n/a    n/a    n/a

Number of Outstanding Shares                       496,303       n/a    n/a    n/a

Number of Votes Entitled To Be
Cast                                               496,303       n/a    n/a    n/a

Number of Votes Represented at
Meeting as reflected by highest
number cast for any proposition                    399,538       n/a    n/a    n/a

Shares Voted in Favor                              330,539       n/a    n/a    n/a

Shares Voted Against                                13,019       n/a    n/a    n/a
</TABLE>


                                   ARTICLE III
                     STATEMENT OF CHANGES MADE WITH RESPECT
                     TO ANY INCREASE IN THE NUMBER OF SHARES
                              HERETOFORE AUTHORIZED

Aggregate Number of Shares
Previously Authorized                                                   500,000

Increase (indicate "0" or
"N/A" if no increase)                                                 2,000,000

Aggregate Number of Shares
to be Authorized After Effectof this Amendment                        2,500,000


                                            LAFAYETTE BANCORPORATION



                                    By:     /s/ Joseph A. Bonner
                                            --------------------------
                                            Joseph A. Bonner
                                            Chairman and President




<PAGE>
                              ARTICLES OF AMENDMENT
                                     OF THE
                      AMENDED ARTICLES OF INCORPORATION OF
                            LAFAYETTE BANCORPORATION

     The undersigned  officers of Lafayette  Bancorporation (the "Corporation"),
existing pursuant to the provisions of the Indiana Business  Corporation Law, as
amended (the "Act"),  desiring to give notice of corporation action effectuating
amendment  of certain  provisions  of its  Amended  Articles  of  Incorporation,
certify the following facts:

                                    ARTICLE I
                                   AMENDMENTS

     SECTION 1. The date of the  incorporation  of the  Corporation is: February
          16, 1984.

     SECTION 2. The name of the  Corporation  following  this  amendment  to the
          Amended Articles of Incorporation is: Lafayette Bancorporation.

     SECTION 3. The exact text of Article V, Section 5.1 of the Amended Articles
          of Incorporation,  Article VII, Section 7.3 of the Amended Articles of
          Incorporation,  and Article IX, Section 9.3 of the Amended Articles of
          Incorporation is now as follows:

                   TEXT OF ARTICLE V, SECTION 5.1, AS AMENDED

                                    ARTICLE V

                                Authorized Shares

     Section 5.1. Number. The total number of shares which the Corporation shall
have  authority to issue is Five Million  (5,000,000)  shares without par value,
and no shares with par value.

                  TEXT OF ARTICLE VII, SECTION 7.3, AS AMENDED

                                   ARTICLE VII

                                    Directors

     Section  7.3.  Classes of  Directors.  The By-Laws of the  Corporation  may
provide for staggering the terms of the Directors.

<PAGE>
                   TEXT OF ARTICLE IX, SECTION 9.3, AS AMENDED

                                   ARTICLE IX

                    Provisions for Regulation of Business and
                      Conduct of Affairs of the Corporation

     Section 9.3. Indemnification of Directors, Officers, and Employees.

     Section 1. Definitions.

     a.  "Director"  means  an  individual  who  is or  was a  director  of  the
Corporation or any subsidiary of the Corporation,  or an individual who, while a
director of the Corporation, is or was serving at the Corporation's request as a
director,  officer, partner,  trustee,  employee, or agent of another foreign or
domestic corporation,  partnership, joint venture, trust, employee benefit plan,
or other  enterprise,  whether for profit or not. A director is considered to be
serving an employee benefit plan at the Corporation's  request if the director's
duties to the Corporation  also impose duties on, or otherwise  involve services
by, the director to the plan or to participants in or beneficiaries of the plan.
"Director"  includes,  unless  the  context  requires  otherwise,  the estate or
personal representative of a director.

     b. "Expenses" include counsel fees.

     c. "Liability" means the obligation to pay a judgment, settlement, penalty,
fine  (including  an excise tax  assessed  with  respect to an employee  benefit
plan), and/or reasonable expenses incurred with respect to a proceeding.

     d. "Official Capacity" means:

          (i) when used with  respect to a  director,  the office of director in
          the Corporation or its subsidiaries, as the case may be; and

          (ii) when used with respect to an individual other than a director, as
          contemplated in Section 7 herein, the office in the Corporation or its
          subsidiaries,  as  the  case  may  be,  held  by  the  officer  or the
          employment or agency relationship  undertaken by the employee or agent
          on behalf of the Corporation.

     "Official  capacity"  does not  include  service  for any other  foreign or
domestic corporation, except the Corporation's subsidiaries, or any partnership,
joint venture,  trust,  employee benefit plan, or other enterprise,  whether for
profit or not.

     e. "Party"  includes an individual who was, is, or is threatened to be made
a named defendant or respondent in a proceeding.

     f. "Proceeding" means any threatened,  pending, or completed action,  suit,
or proceeding,  whether civil,  criminal,  administrative,  or investigative and
whether formal or informal.
<PAGE>

     Section 2.  Optional  Indemnification.  The  Corporation  may  indemnify an
individual  made a party to a  proceeding  because  the  individual  is or was a
director against liability incurred in the proceeding if:

     a. The individual's conduct was in good faith; and

     b. The individual reasonably believed:

          (i) in the case of conduct in the individual's  official capacity with
          the  Corporation  or its  subsidiaries,  as the case may be,  that the
          individual's conduct was in its best interests; and

          (ii) in all other cases,  that the  individual's  conduct was at least
          not  opposed  to  the  best  interests  of  the   Corporation  or  its
          subsidiaries, as the case may be; and

     c. In the case of any criminal proceeding, the individual either:

          (i) had  reasonable  cause to believe  the  individual's  conduct  was
          lawful; or

          (ii) had no reasonable cause to believe the  individual's  conduct was
          unlawful.

     A Director's conduct with respect to an employee benefit plan for a purpose
the Director  reasonably  believed to be in the interests of the participants in
and  beneficiaries  of the plan is conduct that  satisfies  the  requirement  of
subsection b.(ii).

     The termination of a proceeding by judgment, order, settlement, conviction,
or  upon a plea  of  nolo  contendere  or its  equivalent  is  not,  of  itself,
determinative  that the Director did not meet the standard of conduct  described
in this section.

     Section 3. Mandatory  Indemnification.  The  Corporation  shall indemnify a
Director who was wholly successful,  on the merits or otherwise,  in the defense
of any  proceeding  to which the Director was a party because the Director is or
was a Director of the Corporation or of a subsidiary of the Corporation  against
reasonable expenses incurred by the Director in connection with the proceeding.

     Section 4. Expense Reimbursement.  The Corporation may pay for or reimburse
the reasonable expenses incurred by a Director who is a party to a proceeding in
advance of final disposition of the proceeding if:

     a.   The Director  furnishes the  Corporation a written  affirmation of the
          Director's good faith belief that the Director has met the standard of
          conduct described in Section 2;

     b.   The Director furnishes the Corporation a written undertaking, executed
          personally or on the Director's  behalf, to repay the advance if it is
          ultimately  determined  that the Director did not meet the standard of
          conduct; and

     c.   A determination  is made that the facts then known to those making the
          determination would not preclude indemnification under this Article.

     The  undertaking  required  by  subsection  b. of this  Section  must be an
unlimited general  obligation of the Director but need not be secured and may be
accepted without reference to financial ability to make repayment.
<PAGE>


     Determinations  and  authorizations of payments under this section shall be
made in the manner specified in Section 6 herein.

     Section 5. Court Ordered Indemnification. A Director of the Corporation who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent  jurisdiction.  On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification if it determines:

     a.   The Director is entitled to mandatory  indemnification under Section 2
          herein,  in which case the court shall also order the  Corporation  to
          pay  the   Director's   reasonable   expenses   incurred   to   obtain
          court-ordered indemnification; or

     b.   The Director is fairly and reasonably  entitled to  indemnification in
          view of all the  relevant  circumstances,  whether or not the Director
          met the standard of conduct set forth in Section 2 herein.

     Section 6.  Procedure.  The  Corporation may not indemnify a Director under
Section 2 herein unless  authorized  in the specific case after a  determination
has been  made  that  indemnification  of the  Director  is  permissible  in the
circumstances  because the Director has met the standard of conduct set forth in
Section 2 herein.

     The determination shall be made by any one (1) of the following procedures:

     a.   By the Board of Directors by majority  vote of a quorum  consisting of
          Directors not at the time parties to the proceeding.

     b.   If a quorum  cannot be obtained  under  subdivision  a., by a majority
          vote of a committee  duly  designated  by the Board of  Directors  (in
          which   designation   Directors  who  are  parties  may  participate),
          consisting solely of two (2) or more Directors not at the time parties
          to the proceeding.

     c.   By special legal counsel:

          (i)  selected by the Board of Directors or its committee in the manner
               prescribed in subdivision a. or b.; or

          (ii) if a quorum of the Board of  Directors  cannot be obtained  under
               subdivision  a.  and  a  committee  cannot  be  designated  under
               subdivision  b., selected by a majority vote of the full Board of
               Directors  (in which  selection  Directors  who are  parties  may
               participate).

     d.   By the shareholders, but shares owned by or voted under the control of
          Directors  who are at the time  parties to the  proceeding  may not be
          voted on the determination.

     Authorization of  indemnification  and evaluation as to  reasonableness  of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under  subsection c.
to select counsel.
<PAGE>

     Section  7.  Miscellaneous  Indemnification  Provisions.  An officer of the
Corporation or of a subsidiary of the Corporation, whether or not a Director, is
entitled to mandatory  indemnification under Section 3 herein and is entitled to
apply for court-ordered  indemnification under Section 5 herein, in each case to
the same extent as a Director.

     The Corporation may indemnify and advance expenses hereunder to an officer,
employee,  or agent of the  Corporation  or of a subsidiary of the  Corporation,
whether or not a Director, to the same extent as to a Director.

       The Corporation may also indemnify and advance expenses to an officer,
employee, or agent, whether or not a Director, to the extent, consistent with
public policy, that may be provided by these Articles of Incorporation, the
By-Laws, general or specific action of the Board of Directors, or by contract.

     The  Corporation  may  purchase  and  maintain  insurance  on  behalf of an
individual  who  is or  was a  Director,  officer,  employee,  or  agent  of the
Corporation,  or of a subsidiary of the  Corporation,  or who, while a Director,
officer, employee, or agent of the Corporation, is or was serving at the request
of the Corporation as a Director,  officer, partner, trustee, employee, or agent
of another foreign or domestic corporation,  partnership,  joint venture, trust,
employee benefit plan, or other enterprise,  against liability  asserted against
or incurred by the individual in that capacity or arising from the  individual's
status  as  a  Director,  officer,  employee,  or  agent,  whether  or  not  the
Corporation  would have  power to  indemnify  the  individual  against  the same
liability under Sections 2 or 3 herein; provided,  however, that when and to the
extent that the  Corporation  has purchased and maintained  such  insurance,  it
shall have no duty  hereunder  to  indemnify  any such person to the extent such
liabilities are covered by insurance.

     The rights of indemnification provided hereunder shall continue to exist as
to a person who has ceased to be a  Director,  officer,  or employee or agent of
the Corporation, or of any of its subsidiaries,  and shall insure to the benefit
of  the  heirs,   executors  and   administrators   of  any  such  person.   The
indemnification  provided  by  Article  IX  herein  shall be  applicable  to all
proceedings  made or commenced after the adoption  hereof,  arising from acts or
omissions to act occurring whether before or after the adoption hereof.

     The provisions of this Article IX do not limit the  Corporation's  power to
pay or reimburse expenses incurred by a Director,  officer, employee or agent in
connection  with the person's  appearance as a witness in a proceeding at a time
when the  person  has not  been  made a named  defendant  or  respondent  to the
proceeding.

     The  indemnification  provisions  herein  are  intended  to  encompass  the
provisions of Section 23-1-37 of the Indiana  Business  Corporation Law, as from
time to time  amended,  as  modified  by  these  Articles  of  Incorporation  as
permitted by Section 23-1-37-15 of the Indiana Business Corporation Law, as from
time to time amended.

<PAGE>

                                   ARTICLE II
                           MANNER OF ADOPTION AND VOTE

     SECTION 1. Action by Directors.  The Board of Directors of the  Corporation
duly adopted a resolution proposing to amend the terms and provisions of Article
V, Section 5.1 of the Amended  Articles of  Incorporation,  Article VII, Section
7.3 of the Amended Articles of  Incorporation,  and Article IX, Section 9 of the
Amended  Articles of  Incorporation  and  recommended  that such  amendments  be
adopted by the Shareholders at a meeting to be held on April 8, 1996.

     The  resolution was adopted by the unanimous vote of the Board of Directors
at a meeting held on February 12, 1996.

     SECTION 2. Action of  Shareholders.  The  Shareholders  of the  Corporation
entitled to vote in respect of the Amended  Articles  of  Amendment  adopted the
proposed amendments.

     The amendments were adopted by vote of such  Shareholders  during the April
8, 1996 meeting  called by the Board of Directors.  The results of such vote for
each proposed amendment is as follows:

Vote with respect to amendment of Article V, Section 5.1:

Designation of Voting Group:                Common Stock
Shares Outstanding:                         1,637,659
Shares Entitled to Vote:                    1,637,659
Shares Represented at
 Meeting:                                   1,296,596
Shares Voted in Favor:                      1,248,160
Shares Voted Against:                          47,473

Vote with respect to amendment of Article VII, Section 7.3:

Designation of Voting Group:                Common Stock
Shares Outstanding:                         1,637,659
Shares Entitled to Vote:                    1,637,659
Shares Represented at
 Meeting:                                   1,296,596
Shares Voted in Favor:                        956,970
Shares Voted Against:                          79,136

Vote with respect to amendment of Article IX, Section 9.3:

Designation of Voting Group:                Common Stock
Shares Outstanding:                         1,637,659
Shares Entitled to Vote:                    1,637,659
Shares Represented at
 Meeting:                                   1,296,596
Shares Voted in Favor:                      1,261,618
Shares Voted Against:                          20,098

     Section 3. Compliance with Legal  Requirements.  The manner of the adoption
of the Articles of Amendment and the vote by which they were adopted  constitute
full legal  compliance  with the provisions of the Act, the Amended  Articles of
Incorporation, and the By-laws of the Corporation.

     I hereby  verify  subject  to the  penalties  of  perjury  that  the  facts
contained herein are true this 2nd day of August, 1996.


                                    /s/ Joseph A. Bonner
                                    -----------------------------
                                    Joseph A. Bonner,
                                    Chairman, President, and CEO

ATTEST:


/s/ Robert J. Weeder
-----------------------------
Robert J. Weeder
Secretary







This  instrument  prepared by Diane L. Stis,  Attorney at Law,  Bingham  Summers
Welsh & Spilman, 2700 Market Tower, 10 West Market Street, Indianapolis, Indiana
46204, Phone: (317) 635-8900.



<PAGE>


                          ARTICLES OF AMENDMENT OF THE
                            ARTICLES OF INCORPORATION


Name of Corporation:  Lafayette Bancorporation

Date of Incorporation:  2/16/1984

Indiana Business Corporation Law

Article  Amendment:  Article V, Section 5.1: The total number of shares that the
Corporation    shall   have   the   authority   to   issue   shall   be   Twenty
Million(20,000,000) shares without par value.

Date of each amendment adoption:  4/10/2000

     3,580,125 shares entitled to vote 2,771,535 number of shares represented at
the meeting 2,358,143 shares voted in favor 265,836 shares voted against

4/11/2000
Robert J. Weeder, President and CEO