**Exhibit 3.3**

 

File Number 5417-426-8

 

**STATE OFILLINOIS**

 

Office of the Secretaryof State

 

-Eagle Logo-

 

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, Jim Edgar,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 20th dayof June A.D. 1990 and of the Independence of the United States the Two hundredand 14th.*

 

Seal of the State of Illinois

 

 
|   | /s/ Jim Edgar      |   |
|--------|--------------------|--------|
|   | Secretary of State |

 

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JIM EDGARSecretary of StateState of Illinois

 

ARTICLES OF AMENDMENT

 

Pursuant to the provisions of “The Business Corporation Act of 1983”,the undersigned corporation hereby adopts these Articles of Amendment to itsArticles of Incorporation.

 
| ARTICLE ONE | The name of the corporation is West Suburban  Bancorp, Inc.  (Note 1)                                                                           |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                 |
| ARTICLE TWO | The following amendments of the Articles of  Incorporation were adopted on May 9, 1990 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 or by a majorityof the board of directors, in accordance with Section 10.10, the corporationhaving been issued no shares as of the time of adoption of this amendment.  (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 theshareholders.  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.  (Note 4)

 

o                                    Bythe shareholders in accordance with Sections 10.20 and 7.10, a resolution ofthe board 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 4)

 

*(INSERTAMENDMENT)*

 

*Any article being amended isrequired to be set forth in its entirety.) (Suggested language for an amendment to change the corporate name is:RESOLVED, that the Articles of Incorporation be amended to read as follows:)*

 

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

 

 

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

 

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Resolutions

 

 

                See Attachment A hereto.

 

 

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| ARTICLE THREE | The manner in which any exchange, reclassification  or cancellation of issued shares, or a reduction of the number of authorized  shares of any class below the number of issued shares of that class, provided  for or affected by this amendment, is as follows: *(If not applicable, insert “No change”)* |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                                                                                                                                                                                   |
|          | No change                                                                                                                                                                                                                                                                                                              |

 
| ARTICLE FOUR | (a) The manner in which said amendment affects a  change in the amount of paid-in capital is as follows.  *(If not  applicable, insert “No change”)* |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                |
|         | (b) The amount of paid-in capital as changed by this  amendment is as follows.  *(If not applicable, insert “No change”)*                            |

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

 

The undersigned corporation has caused these articlesto be signed by its duly authorized officers, each of whom affirm, underpenalties of perjury, that the facts stated herein are true.

 
| Dated May 10, 1990 | West Suburban Bancorp, Inc. |
|--------------------|-----------------------------|
|               |
| attested by        | /s/ James Bell              |   | by | /s/ John A. Clark, President |   |
|               | James Bell, Secretary       |   | John A. Clark, President |
|                    |                             |  |  |  |  |

 

* “Paid-In Capital” replaces the terms Started Capital and Paid-InSurplus and is equal to the total of these accounts.

 

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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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ATTACHMENT A

 

 

FURTHER RESOLVED, that Paragraph 2 of Article Four ofthe Articles of Incorporation of the Corporation is hereby amended to read inits entirety as follows:

 

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

 

Each holder of Class A Common Stock shall be allowedfive (5) votes per share of Class A Common Stock on all matters acted upon bythe shareholders.

 

Each holder of Class B Common Stock shall be allowedfive (5) votes per share of Class B Common Stock on all matter acted upon by theshareholders.

 

The Class A Common Stock and Class B Common Stockshall be identical.

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