**Exhibit 3.4**

 

File Number 5417-426-8

 

**STATE OFILLINOIS**

 

Office of the Secretaryof State

 

Whereas,Articles of Amendment to the Articles ofIncorporation of West Suburban Bancorp. Inc. Incorporated under the laws of the State of Illinois have been filed inthe Office of the Secretary of State as provided by the Business CorporationAct of Illinois, in force July 1, A.D. 1984.

 

*Now Therefore, I, George H. Ryan,Secretary of State of the State of Illinois, by virtue of the powers vested inme by law, do hereby issue this certificate and attach hereto a copy of theApplication of the aforesaid corporation.*

* *

*InTestimony Whereof, I hereto set my hand and cause to be affixed the Great Sealof the State of Illinois, at the City of Springfield, this 8th dayof June A.D. 1998 and of the Independence of the United States the Two hundredand 22nd.*

 

Seal of the State of Illinois

 

 
|   | /s/ George H. Ryan |   |
|--------|--------------------|--------|
|   | Secretary of State |

 

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ARTICLES OF AMENDMENT

 
| 1.     | The name of the corporation is West Suburban  Bancorp, Inc. (Note 1)                                                                                 |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                 |
| 2.     | The following amendments of the Articles of  Incorporation were adopted on May 13, 1998 in the manner indicated below,  (“X” one box only) |

 

o                                    Bya majority of the incorporators, provided no directors were named in thearticles of incorporation and no directors have been elected;  (Note 2)

 

o                                    Bya majority of the board of directors, in accordance with Section 10.10, thecorporation having been issued no shares as of the time of adoption of thisamendment;  (Note 2)

 

o                                    Bya majority of the board of directors, in accordance with Section 10.15, shareshaving been issued but shareholder action not being required for the adoptionof the amendment;  (Note 3)

 

ý                                    Bythe shareholders, in accordance with Section 10.20, a resolution of the boardof directors having been duly adopted and submitted to the shareholders.  At a meeting of shareholders, not less thanthe minimum number of votes required by statute and by the articles ofincorporation were voted in favor of the amendment;  (Note 4)

 

o                                    Bythe shareholders, in accordance with Sections 10.20 and 7.10, a resolution ofthe board of directors having been duly adopted and submitted to the(shareholders.  A consent in writing hasbeen signed by shareholders having not less than the minimum number of votesrequired by statute and by the articles of incorporation.  Shareholders who have not consented inwriting have been given notice in accordance with Section 7.10;  (Notes 4 & 5)

 

o                                    Bythe shareholders in accordance with Sections 10.20 and 7.10, a resolution of theboard of directors have been duly adopted and submitted to theshareholders.  A consent in writing hasbeen signed by all the shareholders entitled to vote on this amendment.  (Note 5)

 

3.                                                                                       TEXTOF AMENDMENT:

 

a.                                       Whenamendment affects a name change, insert the new corporate name below.  Use Page 2 for all other amendments.

 

Article I: the name of the Corporation is:

 

 
|       |
|------------|
| (New Name) |

 

 

All changes other thanname, include on page 2 (over)

 

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Text of Amendment

 

b.                                      *(if amendment affects the corporate purpose, theamended purpose is required to be set forth in its entirety.  If there is not sufficient space to do so,add one or more sheets of this size.)*

 

RESOLVED, that Article Four of the Articles ofIncorporation of the Corporation be amended to read in its entirety as follows:

 

“Article Four Paragraph 1:     The authorized shares shall be:

 
| **Class**    |   | **Par Value  Per Share** |   | **Number of  Shares Authorized** |   |
|--------------|--------|--------------------------|--------|----------------------------------|--------|
|         |   |                     |   |                             |   |
| Common Stock |   | None                     |   | 15 Million                       |   |

 

Article Four Paragraph 2:  Thepreferences, qualifications, limitations, restrictions and the special orrelative rights in respect of the shares of each class are:

 

Each holder of Common Stock shall be allowed one (1) vote per share ofCommon Stock on all matter acted upon by the shareholders.”

 

FURTHER RESOLVED, that each share of Class A CommonStock and each share of Class B Common Stock outstanding upon the filing of theArticles of Amendment amending Article Four as described in the precedingresolution shall be automatically deemed and designated as Common Stock having allrights as set forth in the Articles of Incorporation.  Upon the filing of this amendment there shall be 432,495 sharesof Common Stock issued and outstanding.

 

4.                                                                                       Themanner, if not set forth in Article 3b, in which any exchange, reclassificationor cancellation of issued shares or a reduction of the number of authorizedshares of any class below the number of issued shares of that class, providedfor or affected by this amendment, is as follows: *(If not applicable, insert “No change”)*

 

See Article 3.b.

 

5.                                                                                       (a)The manner, if not set forth in Article 3b, in which said amendment affects achange in the amount of paid-in capital (Paid-in Capital replaces the termsStated Capital and Paid-in Surplus and is equal to the total of these accounts)is as follows.  *(If not applicable, insert “No change”)*

 

No change

 

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(b) The amount of paid-in capital (Paid-in Capitalreplaces the terms Stated Capital and Paid-in Surplus and is equal to the totalof these accounts) as changed by this amendment is as follows.  *(If notapplicable, insert “No change”)*

 

No change

 
|            |   | **Before  Amendment** |   | **After  Amendment** |   |
|-----------------|--------|-----------------------|--------|----------------------|--------|
| Paid-in Capital |   | $                     |   |                 | $      |   |   |
|                 |        |                       |        |                      |        |  |  |

 

(Complete either Item 6 or 7 below.  All signatures must be in BLACK INK.)

 
| 6.     | The undersigned corporation has caused these  articles to be signed by its duly authorized officers, each of whom affirm,  under penalties of perjury, that the facts stated herein are true. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                          |   |
|   | Dated June 5, 1998                                                                                                                                                                            | West Suburban Bancorp, Inc. |
|   |
|   | attested by                                                                                                                                                                                   | /s/ George E. Ranstead |   | by | /s/ Duane G. Debs, |   |
|   |                                                                                                                                                                                          | George E. Ranstead, Secretary |   | Duane G. Debs, President |
|   |                                                                                                                                                                                          |   |   |   |
| 7.     | If amendment is authorized pursuant to Section 10.10  by the incorporators, the Incorporators must sign below, and type or print  name and title.                                             |
|        |                                                                                                                                                                                               |  |  |  |  |  |

 

OR

 

If amendment is authorized by the directors pursuant to Section 10.10and there are no officers, than a majority of the directors or such directorsas may be designated by the board, must sign below, and type or print name andtitle.

 

The undersigned affirms, under the penalties of perjury, that the factsstated herein are true.

 

Dated                      ,19    

 

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NOTES AND INSTRUCTIONS

 
| NOTE 1: |   | State the true exact corporate name as it appears on  the records of the office of the Secretary of State, BEFORE any amendments  herein reported.                                                                                                                                                                                                                                                                                          |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| NOTE 2: |   | Incorporators are permitted to adopt amendments ONLY  before any shares have been issued and before any directors have been named  or elected.  (§10.10)                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| NOTE 3: |   | Directors may adopt amendments without shareholder  approval in only six instances, as follows:                                                                                                                                                                                                                                                                                                                                             |
|    |   | (a)               to remove the  names and addresses of directors named in the articles of incorporation;                                                                                                                                                                                                                                                             |
|    |   | (b)              to remove the name  and address of the initial registered agent and registered office, provided a  statement pursuant to §5.10 is also filed;                                                                                                                                                                                                        |
|    |   | (c)               to split the  issued whole shares and unissued authorized shares by multiplying them by a  whole number, so long as no class or series is adversely affected thereby;                                                                                                                                                                               |
|    |   | (d)              to change the  corporate name by substituting the word “corporation”, “Incorporated”,  “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.”  for a similar word or abbreviation in the name, or by adding a geographical  attribution to the name; |
|    |   | (e)               to reduce the  authorized shares of any class pursuant to a cancellation statement filed in  accordance with §9.05,                                                                                                                                                                                                                            |
|    |   | (f)                 to restate the  articles of incorporation as currently amended.  (§10.15)                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| NOTE 4: |   | All amendments not adopted under §10.10 or §10.15  require (1) that the board of directors adopt a resolution setting forth the  proposed amendment and (2) that the shareholders approve the amendment.                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |   | Shareholder approval may be (1) by vote at a  shareholders’ meeting (either annual or special) or (2) by consent, in  writing, without a meeting.                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |   | To be adopted, the amendment must receive the  affirmative vote or consent, of the holders of at lease 2/3 of the  outstanding shares entitled to vote on the amendment (but if class voting  applies, then also at least a 2/3 vote within each class is required).                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |   | The articles of incorporation may supercede the 2/3  vote requirement by specifying any smaller or larger vote requirement not  less than a majority of the outstanding shares entitled to vote and not less  than a majority within each class when class voting applies.  (§10.20)                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| NOTE 5: |   | When shareholder approval is by written consent, all  shareholders must be given notice of the proposed amendment at least 5 days  before the consent is signed.  If the  amendment is adopted, shareholders who have not signed the consent must be  promptly notified of the passage of the amendment.  (§§7.10 & 10.20)                                                                                          |

 

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