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Exhibit 3.1 CERTIFICATE OF INCORPORATION
OF
Kankakee Bancorp, Inc. FIRST: The name of the Corporation is Kankakee Bancorp, Inc. (hereinafter
sometimes referred to as the Corporation). SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the registered agent at that
address is The Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware. A.      The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is four million (4,000,000)
consisting of: 1.     five hundred thousand (500,000) shares of Preferred Stock, par
value one cent ($.01) per share (the Preferred Stock); and 2.     three million five hundred thousand (3,500,000) shares of Common
Stock, par value one cent ($.01) per share (the Common Stock). B.      The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of the shares of Preferred Stock
in series, and by filing a certificate pursuant to the applicable law of the
State of Delaware (such certificate being hereinafter referred to as a
Preferred Stock Designation), to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series any qualifications,
limitations or restrictions thereof. The number of authorized shares of the
Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the Common Stock, without a vote of the holders of the Preferred
Stock, or of any series thereof, unless a vote of any such holders is required
pursuant to the terms of any Preferred Stock Designation. C.      1.     Notwithstanding any other provision of this Certificate of
Incorporation, in no event shall any record owner of any outstanding Common
Stock which is beneficially owned, directly or indirectly, by a person who, as
of any record date for the determination of stockholders entitled to vote on
any matter, beneficially owns in excess of 10% of the then-outstanding shares
of Common Stock (the Limit), be entitled, or permitted to any vote in respect
of the shares held in excess of the Limit. The number of votes which may be
cast by any record owner by virtue of the provisions hereof in respect of
Common Stock beneficially owned by such person owning shares in excess of the
Limit shall be a number equal to the total number of votes which a single
record owner of all Common Stock owned by such person would be entitled to
cast, multiplied by a fraction, the numerator of which is the number of shares
of such class or series beneficially owned by such person and owned of record
by such record owner and the denominator of which is the total number of shares
of Common Stock beneficially owned by such person owning shares in excess of
the Limit.




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2.      The following definitions shall apply to this Section C of this Article
FOURTH: (a)     An affiliate of a specified person shall mean a person that
directly, or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, the person specified. (b)     Beneficial ownership shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934 (or any successor rule or statutory provision), or, if said
Rule 13d-3 shall be rescinded and there shall be no successor rule or
statutory provision thereto, pursuant to said Rule 13d-3 as in effect on
December 31, 1991; provided, however, that a person shall, in any event,
also be deemed the beneficial owner of any Common Stock: (1)     which such person or any of its affiliates beneficially
owns, directly or indirectly; or (2)     which such person or any of its affiliates has (i) the
right to acquire (whether such right is exercisable immediately or
only after the passage of time), pursuant to any agreement,
arrangement or understanding (but shall not be deemed to be the
beneficial owner of any voting shares solely by reason of an
agreement, contract, or other arrangement with this Corporation to
effect any transaction which is described in any one or more of the
clauses of Section A of Article EIGHTH) or upon the exercise of
conversion rights, exchange rights, warrants, or options or
otherwise, or (ii) sole or shared voting or investment power with
respect thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall not be deemed
to be the beneficial owner of any voting shares solely by reason of
a revocable proxy granted for a particular meeting of stockholders,
pursuant to a public solicitation of proxies for such meeting, with
respect to shares of which neither such person nor any such
affiliate is otherwise deemed the beneficial owner); or (3)     which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or any of
its affiliates acts as a partnership, limited partnership,
syndicate or other group pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of any shares of capital stock of this Corporation; and provided further, however, that (1) no director or officer of this
Corporation (or any affiliate of any such director or officer) shall, solely by
reason of any or all of such directors or officers acting in their capacities
as such, be deemed, for any purposes hereof, to beneficially own any Common
Stock beneficially owned by any other such director or officer (or any
affiliate thereof), and (2) neither any employee stock ownership or similar
plan of this Corporation or any subsidiary of this Corporation nor any trustee
with respect thereto (or any affiliate of such trustee) shall, solely by reason
of such capacity of such trustee, be deemed, for any purposes hereof, to
beneficially own any Common Stock held under any such plan. For purposes of
computing the percentage beneficial ownership of Common Stock of a person, the
outstanding 2




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Common Stock shall include shares deemed owned by such person through
application of this subsection but shall not include any other Common Stock
which may be issuable by this Corporation pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise. For all other
purposes, the outstanding Common Stock shall include only Common Stock then
outstanding and shall not include any Common Stock which may be issuable by
this Corporation pursuant to any agreement, or upon the exercise of conversion
rights, warrants or options, or otherwise.  (c)     A person shall mean any individual, firm, corporation, or
other entity.(d)     The Board of Directors shall have the power to construe and
apply the provisions of this section and to make all determinations
necessary or desirable to implement such provisions, including but not
limited to matters with respect to (1) the number of shares of Common
Stock beneficially owned by any person, (2) whether a person is an
affiliate of another, (3) whether a person has an agreement, arrangement,
or understanding with another as to the matters referred to in the
definition of beneficial ownership, (4) the application of any other
definition or operative provision of this Section to the given facts, or
(5) any other matter relating to the applicability or effect of this
Section. 3.      The Board of Directors shall have the right to demand that any person
who is reasonably believed to beneficially own Common Stock in excess of the
Limit (or holds of record Common Stock beneficially owned by any person in
excess of the Limit) supply the Corporation with complete information as to (1)
the record owner(s) of all shares beneficially owned by such person who is
reasonably believed to own shares in excess of the Limit, and (2) any other
factual matter relating to the applicability or effect of this section as may
reasonably be requested of such person. 4.      Except as otherwise provided by law or expressly provided in this
Section C, the presence, in person or by proxy, of the holders of record of
shares of capital stock of the Corporation entitling the holders thereof to
cast a majority of the votes (after giving effect, if required, to the
provisions of this Section) entitled to be cast by the holders of shares of
capital stock of the Corporation entitled to vote shall constitute a quorum at
all meetings of the stockholders, and every reference in this Certificate of
Incorporation to a majority or other proportion of capital stock for the
holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to
such majority or other proportion of the votes (or the holders thereof) then
entitled to be cast in respect of such capital stock. 5.      Any constructions, applications, or determinations made by the Board of
Directors, pursuant to this Section in good faith and on the basis of such
information and assistance as was then reasonably available for such purpose,
shall be conclusive and binding upon the Corporation and its stockholders. 6.      In the event any provision (or portion thereof) of this Section C shall
be found to be invalid, prohibited or unenforceable for any reason, the
remaining provisions 3




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(or portions thereof) of this Section shall remain in full force and
effect, and shall be construed as if such invalid, prohibited or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of this Corporation and its stockholders that each such
remaining provision (or portion thereof) of this Section C remain, to the
fullest extent permitted by law, applicable and enforceable as to all
stockholders, including stockholders owning an amount of stock over the Limit,
notwithstanding any such finding. FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders: (a)      The business and affairs of the Corporation shall be managed by or
order the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by Statute or by this Certificate of
Incorporation or the By-laws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation. (b)      The directors of the Corporation need not be elected by written ballot
unless the By-laws so provide. (c)      Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders. (d)      Special meetings of stockholders of the Corporation may be called only
by the Board of Directors pursuant to a resolution adopted by a majority of the
total number of authorized directors (whether or not there exist any vacancies
in previously authorized directorships at the time any such resolution is
presented to the Board for adoption) (the Whole Board). SIXTH: A.      The number of directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority of the
Whole Board. The directors shall be divided into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the first annual meeting of stockholders, the term of office of the
second class to expire at the annual meeting of stockholders one year
thereafter and the term of office of the third class to expire at the annual
meeting of stockholders two years thereafter. At each annual meeting of
stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election. B.      Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in
the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by a majority vote of the 4




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directors then in office though less than a quorum, and directors so
chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director. C.      Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the
By-laws of the Corporation. D.      Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any directors, or the entire Board of Directors, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of at least 80% of the voting power of all of the
then-outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (after giving effect to the provisions
of Article FOURTH of this Certificate of Incorporation), voting together as a
single class. SEVENTH: The Board of Directors is expressly empowered to adopt, amend or
repeal the By-laws of the Corporation. Any adoption, amendment or repeal of the
By-laws of the Corporation by the Board of Directors shall require the approval
of a majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the By-laws of the Corporation. In addition to any vote
of the holders of any class or series of stock of this Corporation required by
law or by this Certificate of Incorporation, the affirmative vote of the
holders of at least 80% of the voting power of all of the then-outstanding
shares of the capital stock of the Corporation entitled to vote generally in
the election of directors (after giving effect to the provisions of Article
FOURTH hereof), voting together as a single class, shall be required to adopt,
amend or repeal any provisions of the By-laws of the Corporation. EIGHTH: A.      In addition to any affirmative vote required by law or this Certificate
of Incorporation, and except as otherwise expressly provided in this Section: 1.      any merger or consolidation of the Corporation or any Subsidiary (as
hereinafter defined) with (i) any Interested Stockholder (as hereinafter
defined) or (ii) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or 2.     any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to, or with
any Interested Stockholder, or any Affiliate of any Interested
Stockholder, of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value (as hereafter defined) equaling or exceeding
25% or more of the combined assets of the Corporation and its
Subsidiaries; or 3.     the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Corporation or any Subsidiary to any Interested Stockholder or any
Affiliate of any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an 5




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aggregate Fair Market Value equaling or exceeding 25% of the
combined assets of the Corporation and its Subsidiaries except pursuant
to an employee benefit plan of the Corporation or any Subsidiary thereof;
or 4.     the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate of any Interested Stockholder; or 5.     any reclassification of securities (including any reverse stock
split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving an
Interested Stockholder) which has the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
of equity or convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested Stockholder or
any Affiliate of any Interested Stockholder; shall require the affirmative vote of the holders of at least 80% of the voting
power of the then-outstanding shares of stock of the Corporation entitled to
vote in the election of directors (the Voting Stock), voting together as a
single class. Such affirmative vote shall be required notwithstanding the fact
that no vote may be required, or that a lesser percentage may be specified, by
law or by any other provisions of this Certificate of Incorporation or any
Preferred Stock Designation or in any agreement with any national securities
exchange or quotation system or otherwise. The term Business Combination as used in this Article EIGHTH shall mean
any transaction which is referred to in any one or more of paragraphs 1 through
5 of Section A of this Article EIGHTH. B.      The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only the affirmative vote of the majority of the
outstanding shares of capital stock entitled to vote, or such vote as is
required by law or by this Certificate of Incorporation, if, in the case of any
Business Combination that does not involve any cash or other consideration
being received by the stockholders of the Corporation solely in their capacity
as stockholders of the Corporation, the condition specified in the following
paragraph 1 is met or, in the case of any other Business Combination, all of
the conditions specified in either of the following paragraphs 1 and 2 are met: 1.      The Business Combination shall have been approved by a majority of the
Disinterested Directors (as hereinafter defined). 2.      All of the following conditions shall have been met: (a)     The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination of consideration
other than cash to be received per share by the holders of Common Stock
in such Business Combination shall at least be equal to the higher of the
following: 6




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I.     (if applicable) the Highest Per Share Price,
including any brokerage commissions, transfer taxes and
soliciting dealers fees, paid by the Interested Stockholder
or any of its Affiliates for any shares of Common Stock
acquired by it (X) within the two-year period immediately
prior to the first public announcement of the proposal of the
Business Combination (the Announcement Date), or (Y) in the
transaction in which it became an Interested Stockholder,
whichever is higher. II.     the Fair Market Value per share of Common Stock on
the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter
date is referred to in this Article EIGHTH as the
Determination Date), whichever is higher. (b)     The aggregate amount of the cash and the Fair Market Value as of
the date of the consummation of the Business Combination of consideration
other than cash to be received per share by holders of shares of any
class of outstanding Voting Stock other than Common Stock shall be at
least equal to the highest of the following (it being intended that the
requirements of this subparagraph (b) shall be required to be met with
respect to every such class of outstanding Voting Stock, whether or not
the Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock): I.     (if applicable) the Highest Per Share Price (as
hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers fees, paid by the
Interested Stockholder for any shares of such class of Voting
Stock acquired by it (X) within the two-year period
immediately prior to the Announcement Date, or (Y) in the
transaction in which it became an Interested Stockholder,
whichever is higher; II.     (if applicable) the highest preferential amount per
share to which the holders of shares of such class of Voting
Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation; and III.     the Fair Market Value per share of such class of
Voting Stock on the Announcement Date or on the Determination
Date, whichever is higher. (c)     The consideration to be received by holders of a particular
class of outstanding Voting Stock (including Common Stock) shall be in
cash or in the same form as the Interested Stockholder has previously
paid for shares of such class of Voting Stock. If the Interested
Stockholder has paid for shares of any class of Voting Stock with varying
fortes of consideration, the form of consideration to be received per
share by holders of shares of such class of Voting Stock shall be either
cash or the form 7




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used to acquire the largest number of shares of such class of Voting
Stock previously acquired by the Interested Stockholder. The price
determined in accordance with subparagraph B.2 of this Article EIGHTH
shall be subject to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar event. (d)     After such Interested Stockholder has become an Interested
Stockholder and prior to the consummation of such Business Combination;
(i) except as approved by a majority of the Disinterested Directors,
there shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or not cumulative) on any
outstanding stock having preference over the Common Stock as to dividends
or liquidation; (ii) there shall have been (X) no reduction in the annual
rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by a
majority of the Disinterested Directors, and (Y) an increase in such
annual rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization or
any similar transaction which has the effect of reducing the number of
outstanding shares of Common Stock, unless the failure to so increase
such annual rate is approved by a majority of the Disinterested
Directors; and (iii) neither such Interested Stockholder nor any of its
Affiliates shall have become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in
such Interested Stockholder becoming an Interested Stockholder. (e)     After such Interested Stockholder has become an Interested
Stockholder, such Interested Stockholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided
by the Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise. (f)     A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations thereunder
(or any subsequent provisions replacing such Act, rules or regulations)
shall be mailed to stockholders of the Corporation at least 30 days prior
to the consummation of such Business Combination (whether or not such
proxy or information statement is required to be mailed pursuant to such
Act or subsequent provisions). C.      For the purposes of this Article EIGHTH: 1.      A Person shall include an individual, a group acting in concert, a
corporation, a partnership, an association, a joint venture, a pool, a joint
stock company, a trust, an unincorporated organization or similar company, a
syndicate or any other group formed for the purpose of acquiring, holding or
disposing of securities. 2.      Interested Stockholder shall mean any Person (other than the
Corporation or any holding company or Subsidiary thereof) who or which: 8




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(a)      is the beneficial owner, directly or indirectly, of more than 10% of
the voting power of the outstanding Voting Stock; or (b)      is an Affiliate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the
then-outstanding Voting Stock; or (c)      is an assignee of or has otherwise succeeded to any shares of Voting
Stock which were at any time within the two-year period immediately prior to
the date in question beneficially owned by any Interested Stockholder, 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. 3.      A Person shall be a beneficial owner of any Voting Stock: (a)      which such Person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in effect
on December 31, 1991; or (b)      which such Person or any of its Affiliates or Associates has (i) 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 (ii) the right to vote pursuant to any agreement,
arrangement or understanding (but neither such Person nor any such Affiliate or
Associate shall be deemed to be the beneficial owner of any shares of Voting
Stock solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such meeting,
and with respect to which shares neither such Person nor any such Affiliate or
Associate is otherwise deemed the beneficial owner); or (c)      which are beneficially owned, directly or indirectly within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in effect
on December 31, 1991, by any other Person with which such Person or any of its
Affiliates or Associates has any agreement, arrangement or understanding for
the purposes of acquiring, holding, voting (other than solely by reason of a
revocable proxy as described in Subparagraph (b) of this Paragraph 3) or in
disposing of any shares of Voting Stock; provided, however, that, in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (nor any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan. 4.      For the purpose of determining whether a Person is an Interested
Stockholder pursuant to Paragraph 2 of this Section C, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of Paragraph 3 of this Section C but shall not include any other
shares of Voting Stock which may be issuable 9




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pursuant to any agreement, arrangement or understanding, or upon exercise
of conversion rights, warrants or options, or otherwise. 5.      Affiliate and Associate shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on December 31, 1991. 6.     Subsidiary means any corporation of which a majority of any
class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition
of Interested Stockholder set forth in Paragraph 2 of this Section C, the
term Subsidiary shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by the
Corporation. 7.     Disinterested Director means any member of the Board of
Directors who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy on the Board of Directors or who is
elected and who, in either event, is unaffiliated with the Interested
Stockholder, and in connection with his or her initial assumption of
office is recommended for appointment or election by a majority of
Disinterested Directors then on the Board of Directors. 8.     Fair Market Value means: (a) in the case of stock, the highest
closing sales price of the stock during the 30-day period immediately
preceding the date in question of a share of such stock of the National
Association of Securities Dealers Automated Quotations (NASDAQ) System
or any system then in use, or, if such stock is admitted to trading on a
principal United States securities exchange registered under the
Securities Exchange Act of 1934, Fair Market Value shall be the highest
sale price reported during the 30-day period preceding the date in
question, or, if no such quotations are available, the Fair Market Value
on the date in question of a share of such stock as determined by the
Board of Directors in good faith, in each case with respect to any class
of stock, appropriately adjusted for any dividend or distribution in
 shares of such stock or in combination or reclassification of outstanding
 shares of such stock into a smaller number of shares of such stock, and
(b) in the case of property other than cash or stock, the Fair Market
Value of such property on the date in question as determined by the Board
of Directors in good faith. 9.     Reference to Highest Per Share Price shall in each case with
respect to any class of stock reflect an appropriate adjustment for any
dividend or distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such
stock. 10.     In the event of any Business Combination in which the
Corporation survives, the phrase other consideration to be received as
used in 10




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Subparagraphs (a) and (b) of Paragraph 2 of Section B of this
Article EIGHTH shall include the shares of Common Stock and/or the shares
of any other class of outstanding Voting Stock retained by the holders of
such shares. D.      A majority of the Disinterested Directors of the Corporation shall have
the power and duty to determine for the purposes of this Article EIGHTH, on the
basis of information known to them after reasonable inquiry, (a) whether a
person is an Interested Stockholder; (b) the number of shares of Voting Stock
beneficially owned by any person; (c) whether a person is an Affiliate or
Associate of another; and (d) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has an aggregate Fair Market Value equaling or exceeding 25% of the
combined assets of the Corporation and its Subsidiaries. A majority of the
Disinterested Directors shall have the further power to interpret all of the
terms and provisions of this Article EIGHTH. E.      Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law. F.      Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this
Certificate of Incorporation or any Preferred Stock Designation, the
affirmative vote of the holders of at least 80% of the voting power of all of
the then outstanding shares of the Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal this Article EIGHTH. NINTH: The Board of Directors of the Corporation, when evaluating any
offer of another Person (as defined in Article EIGHTH hereof) to (A) make a
tender or exchange offer for any equity security of the Corporation, (B) merge
or consolidate the Corporation with another corporation or entity or (C)
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation, may, in connection with the exercise of its judgment
in determining what is in the best interest of the Corporation and its
stockholders, give due consideration to all relevant factors, including;
without limitation, the social and economic effect of acceptance of such offer
on the Corporations present and future customers and employees and those of
its Subsidiaries (as defined in Article EIGHTH hereof); on the communities in
which the Corporation and its Subsidiaries operate or are located; on the
ability of the Corporation to fulfill its corporate objectives as a financial
institution holding company and on the ability of its subsidiary financial
institution to fulfill the objectives of a federally insured financial
institution under applicable statutes and regulations. TENTH: A.      Except as set forth in Section B of this Article TENTH, in addition to
any affirmative vote of stockholders required by law or this Certificate of
Incorporation, any direct or indirect purchase or other acquisition by the
Corporation of any Equity Security (as hereinafter defined) of any class from
any Interested Person (as hereinafter defined) shall require the affirmative
vote of the holders of at least 80% of the Voting Stock of the Corporation that
is not 11




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beneficially owned (for purposes of this Article TENTH beneficial
ownership shall be determined in accordance with Section C.2(b) of Article
FOURTH hereof) by such Interested Person, voting together as a single class.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or by any
other provisions of this Certificate of Incorporation or any Preferred Stock
Designation or in any agreement with any national securities exchange or
quotation system, or otherwise. Certain defined terms used in this Article
TENTH are as set forth in Section C below. B.      The provisions of Section A of this Article TENTH shall not be
applicable with respect to: (1)     any purchase or other acquisition of securities made as
part of a tender or exchange offer by the Corporation or a
Subsidiary (which term, as used in this Article TENTH, is as
defined in the first clause of Section C.6 of Article EIGHTH
hereof) of the Corporation to purchase securities of the same class
made on the same terms to all holders of such securities and
complying with the applicable requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or
any subsequent provision replacing such Act, rules or regulations); (2)     any purchase or acquisition made pursuant to an open
market purchase program approved by a majority of the Board of
Directors, including a majority of the Disinterested Directors
(which term, as used in this Article TENTH, is as defined in
Article EIGHTH hereof); or (3)     any purchase or acquisition which is approved by a
majority of the Board of Directors, including a majority of the
Disinterested Directors, and which is made at no more than the
Market Price (as hereinafter defined), on the date that the
understanding between the Corporation and the Interested Person is
reached with respect to such purchase (whether or not such purchase
is made or a written agreement relating to such purchase is
executed on such date), of shares of the class of Equity Security
to be purchased. C.      For the purposes of this Article TENTH: (i)      The term Interested Person shall mean any Person (other than the
Corporation, Subsidiaries of the Corporation, pension, profit sharing, employee
stock ownership or other employee benefit plans of the Corporation and its
Subsidiaries, entities organized or established by the Corporation or any of
its Subsidiaries pursuant to the terms of such plans and trustees and
fiduciaries with respect to any such plan acting in such capacity) that is the
direct or indirect beneficial owner of 5% or more of the Voting Stock of the
Corporation, and any Affiliate or Associate of any such person. (ii)      The Market Price of shares of a class of Equity Security on any day
shall mean the highest sale price of shares of such class of Equity Security on
such day, or, if that day is not a trading day, on the trading day immediately
preceding such day, on the national 12




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securities exchange or the NASDAQ System or any other system then in use
on which such class of Equity Security is traded. (iii)      The term Equity Security shall mean any security described in
Section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on
December 31, 1991, which is traded on a national securities exchange or the
NASDAQ System or any other system then in use. (iv)      For purposes of this Article TENTH, all references to the term
Interested Stockholder in the definition of Disinterested Director shall be
deemed to refer to the term Interested Person. ELEVENTH: A.      Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a proceeding),
by reason of the fact that he or she is or was a director or an officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an indemnitee), whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. B.      The right to indemnification conferred in Section A of this Article
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an advancement of expenses); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an undertaking),
by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is
no further right to appeal (hereinafter a final adjudication), that such
indemnitee is not entitled to be, indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in 13




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Sections A and B of this Article shall be contract rights and such rights
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitees heirs,
executors and administrators. C.      If a claim under Section A or B of this Article is not paid in full by
the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall also be entitled
to be paid the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the Corporation
to recover an advancement of expenses pursuant to the terms of an undertaking
the Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by
the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article or otherwise shall be on the Corporation. D.      The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporations
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise. E.      The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. F.      The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation. 14




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TWELFTH: A director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
directors duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to further eliminate or limit the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by the Delaware General Corporation Law, as so
amended. Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification. THIRTEENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation; provided, however, that,
notwithstanding any other provision of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the stock of this
Corporation required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of at least 80% of the voting power of all of
the then-outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors (after giving effect to the
provisions of Article FOURTH), voting together as a single class, shall be
required to amend or repeal this Article THIRTEENTH, clause C.1. of Article
FOURTH, clauses (c) or (d) of Article FIFTH, Article SIXTH, Article SEVENTH,
Article EIGHTH, Article TENTH or Article ELEVENTH. FOURTEENTH: The name and mailing address of the sole incorporator are as follows: NAME
    
    MAILING ADDRESSWilliam Cheffer
Incorporator
    
    Kankakee Federal Savings
    and Loan Association
310 S. Schuyler
Kankakee, Illinois 60901
 15




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I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation, do certify that the facts herein stated are
true, and, accordingly, have hereto set my hand this 3rd day of September,
1992. /s/ William Cheffer
William Cheffer, Incorporator
 16




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CERTIFICATE OF DESIGNATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of KANKAKEE BANCORP, INC. Pursuant to Section 151 of the General Corporation Law
of the State of Delaware Kankakee Bancorp, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof, DOES HEREBY CERTIFY: That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of the said
Corporation, the said Board of Directors on May 11, 1999, adopted the following
resolution creating a series of 3,500 shares of Preferred Stock designated as
Series A Junior Participating Preferred Stock:  RESOLVED, that pursuant to the authority vested in
the Board of Directors of this Corporation in accordance
with the provisions of the Certificate of Incorporation, a
series of Preferred Stock, par value $0.01 per share, of
the Corporation be and hereby is created, and that the
designation and number of shares thereof and the voting
and other powers, preferences and relative, participating,
optional or other rights of the shares of such series and
the qualifications, limitations and restrictions thereof
are as follows: Series A Junior Participating Preferred Stock 1.      Designation and Amount.There shall be a series of Preferred Stock
that shall be designated as Series A Junior Participating Preferred Stock,
and the number of shares constituting such series shall be 3,500. Such number
of shares may be increased or decreased by resolution of the Board of
Directors; provided, however,that no decrease shall reduce the number of
shares of Series A Junior Participating Preferred Stock to less than the
number of shares then issued and outstanding plus the number of shares issuable
upon exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.




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2.      Dividends and Distribution. (A)      Subject to the prior and superior rights of the holders of any shares
of any class or series of stock of the Corporation ranking prior and superior
to the shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock, in preference to the holders of shares of any class or series of stock
of the Corporation ranking junior to the Series A Junior Participating
Preferred Stock in respect thereof, shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first business day of
January, April, July and October in each year (each such date being referred to
herein as a Quarterly Dividend Payment Date), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Junior Participating Preferred Stock, in an amount per
one one-thousandth of a share (rounded to the nearest cent) equal to the
greater of (a) $0.12 or (b) the Adjustment Number (as defined below) times the
aggregate per share amount of all cash dividends, and the Adjustment Number
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock, par value $0.01
per share, of the Corporation (the Common Stock) since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. The
Adjustment Number shall initially be 1,000. In the event the Corporation
shall at any time after May 24, 1999, (i) declare and pay any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the Adjustment Number in effect
immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event. (B)      The Corporation shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock). (C)      Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly




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Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A
Junior Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination of
holders of shares of Series A Junior Participating Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 60 days prior to the date fixed for the payment
thereof. 3.      Voting Rights.The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights: (A)      Each share of Series A Junior Participating Preferred Stock shall
entitle the holder thereof to a number of votes equal to the Adjustment Number
on all matters submitted to a vote of the stockholders of the Corporation. (B)      Except as required by law, by Section 3(C) and by Section 10 hereof,
holders of Series A Junior Participating Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action. (C)      If, at the time of any annual meeting of stockholders for the election
of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Junior Participating
Preferred Stock are in default, the number of directors constituting the Board
of Directors of the Company shall be increased by two. In addition to voting
together with the holders of Common Stock for the election of other directors
of the Company, the holders of record of the Series A Junior Participating
Preferred Stock, voting separately as a class to the exclusion of the holders
of Common Stock, shall be entitled at said meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears on
the Series A Junior Participating Preferred Stock have been paid or declared
and set apart for payment prior thereto, to vote for the election of two
directors of the Company, the holders of any Series A Junior Participating
Preferred Stock being entitled to cast a number of votes per share of Series A
Junior Participating Preferred Stock as is specified in paragraph (A) of this
Section 3. Each such additional director shall not be a member of Class I,
Class II or Class III of the Board of Directors of the Company, but shall serve
until the next annual meeting of stockholders for the election of directors, or
until his successor shall be elected and shall qualify, or until his right to
hold such office terminates pursuant to the provisions of this Section 3(C).
Until the default in payments of all dividends which permitted the election of
said directors shall cease to exist, any director who shall have been so
elected pursuant to the provisions of this Section 3(C) may be removed at any
time, without cause, only by the affirmative vote of the holders of the shares
of Series A Junior Participating Preferred Stock at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series A Junior Participating
Preferred Stock shall be divested of the foregoing special voting rights,
subject to revesting in the event of




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each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting
rights, the terms of office of all persons who may have been elected directors
pursuant to said special voting rights shall forthwith terminate, and the
number of directors constituting the Board of Directors shall be reduced by
two. The voting rights granted by this Section 3(C) shall be in addition to any
other voting rights granted to the holders of the Series A Junior Participating
Preferred Stock in this Section 3. 4. Certain Restrictions. (A)      Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not: (i)      declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock; (ii)      declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders
of all such shares are then entitled; or (iii)      purchase or otherwise acquire for consideration any shares of Series
A Junior Participating Preferred Stock, or any shares of stock ranking on a
parity with the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of Series A Junior
Participating Preferred Stock, or to such holders and holders of any such
shares ranking on a parity therewith, upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes. (B)      The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section
4, purchase or otherwise acquire such shares at such time and in such manner. 5.      Reacquired Shares.Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired promptly after the acquisition thereof. All
such shares shall upon their retirement become authorized but unissued shares
of Preferred Stock and may be reissued as part of a new series of Preferred
Stock to be created by resolution or




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resolutions of the Board of Directors,
subject to any conditions and restrictions on issuance set forth herein. 6.      Liquidation, Dissolution or Winding Up.(A) Upon any liquidation,
dissolution or winding up of the Corporation, voluntary or otherwise, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Participating Preferred Stock shall have
received an amount per one thousandth of a share (the Series A Liquidation
Preference) equal to the greater of (i) $95.00 plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) the Adjustment Number times the per share amount
of all cash and other property to be distributed in respect of the Common Stock
upon such liquidation, dissolution or winding up of the Corporation. (B)      In the event, however, that there are not sufficient assets available
to permit payment in full of the Series A Liquidation Preference and the
liquidation preferences of all other classes and series of stock of the
Corporation, if any, that rank on a parity with the Series A Junior
Participating Preferred Stock in respect thereof, then the assets available for
such distribution shall be distributed ratably to the holders of the Series A
Junior Participating Preferred Stock and the holders of such parity shares in
proportion to their respective liquidation preferences. (C) Neither the merger or consolidation of the Corporation into or with
another corporation nor the merger or consolidation of any other corporation
into or with the Corporation shall be deemed to be a liquidation, dissolution
or winding up of the Corporation within the meaning of this Section 6. 7.      Consolidation, Merger, Etc.In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the
outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case each
share of Series A Junior Participating Preferred Stock shall at the same time
be similarly exchanged or changed in an amount per share equal to the
Adjustment Number times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. 8.      No Redemption.Shares of Series A Junior Participating Preferred Stock
shall not be subject to redemption by the Company. 9.      Ranking.The Series A Junior Participating Preferred Stock shall rank
junior to all other series of the Preferred Stock as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.




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10.      Amendment.At any time that any shares of Series A Junior
Participating Preferred Stock are outstanding, the Certificate of Incorporation
of the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A
Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the
holders of two-thirds of the outstanding shares of Series A Junior
Participating Preferred Stock, voting separately as a class. 11.      Fractional Shares.Series A Junior Participating Preferred Stock may
be issued in fractions of a share that shall entitle the holder, in proportion
to such holders fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock. IN WITNESS WHEREOF, the undersigned has executed this Certificate this
11th day of May, 1999. KANKAKEE BANCORP, INC.By:
    
    /s/ James G. SchneiderJames G. Schneider
Chairman, President and Chief Executive Officer




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CERTIFICATE OF MERGER OF AVISTON FINANCIAL CORPORATION,
an Illinois corporation, with and into KANKAKEE BANCORP, INC.,
a Delaware corporation It is hereby certified that: 1. The name and state of incorporation of each of the
constituent corporations are:  (a)
    
    Aviston Financial Corporation, an Illinois
corporation; and(b)
    
    Kankakee Bancorp, Inc., a Delaware corporation. 2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the provisions of subsection (c) of Section 252 of the General Corporation
Law of the State of Delaware, to wit, by Aviston Financial Corporation in
accordance with the laws of the state of its incorporation and by Kankakee
Bancorp, Inc. in the same manner as provided in Section 251 of the General
Corporation Law of the State of Delaware. 3. The name of the surviving corporation is Kankakee Bancorp, Inc., which
will continue its existence as said surviving corporation under its present
name upon the effective date of said merger pursuant to the provisions of the
General Corporation Law of the State of Delaware. 4. The Certificate of Incorporation of Kankakee Bancorp, Inc., as now in
force and effect, shall continue to be the Certificate of Incorporation of the
surviving corporation until amended and changed pursuant to the provisions of
the General Corporation Law of the State of Delaware. 5. The executed Agreement and Plan of Merger between the constituent
corporations is on file at the principal place of business of Kankakee Bancorp,
Inc. located at 310 South Schuyler Avenue, Kankakee, Illinois 60901. 6. A copy of the Agreement and Plan of Merger will be furnished by
Kankakee Bancorp, Inc., on request and without cost, to any stockholder of the
constituent corporations. 7. The authorized capital stock of Aviston Financial Corporation consists
of 750,000 shares of Common Stock, $10.00 par value per share. 8. This Certificate of Merger and the merger shall become effective at
9:00 a.m., Eastern Daylight Time, on October 9, 2003.




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IN WITNESS WHEREOF, the aforesaid constituent corporations have caused
this Certificate to be executed as of this 9th day of October, 2003. AVISTON FINANCIAL CORPORATIONBy:
    
    /s/ Thomas A. DaiberThomas A. DaiberPresidentKANKAKEE BANCORP, INC.By:
    
    /s/ Carol S. HoekstraCarol S. HoekstraExecutive Vice President




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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION OF KANKAKEE BANCORP, INC. Kankakee Bancorp, Inc. (hereinafter called the Corporation), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, as amended, does hereby certify that:  1.
    
    The name of the Corporation is: Kankakee Bancorp, Inc.2.
    
    ARTICLE FIRSTof the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:  The name of the Corporation is Centrue Financial
Corporation (hereinafter sometimes referred to as the
Corporation).  3.
    
    SECTION A OF ARTICLE FOURTHof the Certificate of
Incorporation of the Corporation is hereby amended to read in its
entirety as follows:  A.
    
    The total number of shares of
all classes of stock which the Corporation shall
have the authority to issued is six million
(6,000,000) consisting of:  1.
    
    five hundred thousand
(500,000) shares of Preferred Stock, par value one
cent ($0.01) per share (the Preferred Stock);
and2.
    
    five million five hundred
thousand (5,500,000) shares of Common Stock, par
value one cent ($0.01) per share (the Common
Stock).  4.
    
    ARTICLE THIRTEENTHof the Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:  The Corporation reserves the right to amend or repeal
any provision contained in this Certificate of
Incorporation in the manner prescribed by the laws of
the State of Delaware and all rights conferred upon
stockholders are granted subject to this reservation;
provided, however, that, notwithstanding any other
provision of this Certificate of Incorporation or any
provision of




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law which might otherwise permit a lesser vote or no
vote, if any proposed amendment to this Certificate of
Incorporation is approved at any time prior to its
consummation by a resolution adopted by less than
two-thirds (2/3) of the number of directors as may be
fixed from time to time, in the manner prescribed
herein, by the board of directors of the Corporation,
then in addition to any vote of the holders of any
class or series of the stock of this Corporation
required by law or by this Certificate of
Incorporation, the affirmative vote of the holders of
at least 80% of the voting power of all of the then
outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election
of directors (after giving effect to the provisions of
Article FOURTH), voting together as a single class,
shall be required to amend or repeal any provision
contained in this Certificate of Incorporation.  5.
    
    The amendments to the Certificate of Incorporation herein
certified have been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware. Dated as of the 15th day of September, 2003. KANKAKEE BANCORP, INC.By:
    
    /s/ Carol S. HoekstraCarol S. Hoekstra

Executive Vice President