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                                   Exhibit 3

        (a)  Articles of Incorporation, including amendments thereto

        (b)  By-laws
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                         CERTIFICATE OF INCORPORATION
                                      OF
                               GFS BANCORP, INC.


     FIRST:   The name of the Corporation is GFS Bancorp, Inc. (hereinafter
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sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
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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
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activity for which a corporation may be organized under the General Corporation
Law of Delaware.

     FOURTH:
     ------ 

          A.  The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is two million five hundred
thousand (2,500,000), consisting of:

              1.  Five hundred thousand (500,000) shares of preferred stock, par
     value one cent ($.01) per share (the "Preferred Stock"); and

              2.  Two million (2,000,000) shares of common stock, par value one
     cent ($.01) per share (the "Common Stock").

          B.  The Board of Directors is hereby expressly 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
and 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
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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.

               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
     the date of incorporation of the Corporation; 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

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                         (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 is 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
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     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 Common
     Stock shall include shares deemed owned

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     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) (a "Holder in Excess") supply the Corporation with
complete information as to (1) the record owner(s) of all shares beneficially
owned by such Holder in Excess, and (2) any other factual matter relating to the
applicability or effect of this section as may reasonably be requested of such
Holder in Excess. The Board of Directors shall further have the right to receive
from any Holder in Excess reimbursement for all expenses incurred by the Board
in connection with its investigation of any matters relating to the
applicability or effect of this section on such Holder in Excess, to the extent
such investigation is deemed appropriate by the Board of Directors as a result
of the Holder in Excess refusing to supply the Corporation with the information
described in the previous sentence.

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               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
one-third 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 (or 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 (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
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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 under the direction of the Board of Directors. In addition to the powers
     and authority expressly conferred

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     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)  Subject to the rights of holders of any class or series of
     Preferred Stock, 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)  Subject to the rights of holders of any class or series of
     Preferred Stock, 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 directors which the Corporation would have
     if there were no vacancies on the Board of Directors (the "Whole Board").

          (e)  Stockholders shall not be permitted to cumulate their votes for
     the election of directors.

     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, other than those who may be elected
by the holders of any class or series of Preferred Stock, 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 conclusion of the first annual
meeting of stockholders, the term of office of the second class to expire at the
conclusion of the annual meeting of stockholders one year thereafter and the
term of office of the third class to expire at the conclusion of the annual
meeting of stockholders two years thereafter, with each director to hold office
until his or her successor shall have been duly elected and qualified. 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

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to expire at the third succeeding annual meeting of stockholders after their
election, with each director to hold office until his or her successor shall
have been duly elected and qualified.

          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 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, and until
such director's successor shall have been duly elected and qualified. 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
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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 

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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 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

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          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 (a "Disproportionate Transaction"); provided, however,
          that no such transaction shall be deemed a Disproportionate
          Transaction if the increase in the proportionate ownership of the
          Interested Stockholder or Affiliate as a result of such transaction is
          no greater than the increase experienced by the other stockholders
          generally;

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 

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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:

                         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

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               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 forms of consideration,
               the form of consideration

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               to be received per share by holders of shares of such class of
               Voting Stock shall be either cash or the form 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

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               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:

                    (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

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                    (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 the date of
               incorporation of the Corporation; 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 the date of incorporation of the
               Corporation, by any other Person with which such Person or any of

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               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 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 the date
of incorporation of the Corporation.

               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

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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 "consideration other than cash to be received"
as used in 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

                                      -16-
<PAGE>
 
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 

                                      -17-
<PAGE>
 
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 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

                                      -18-
<PAGE>
 
          (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 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
     September 30, 1993, 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:
     -------- 

                                      -19-
<PAGE>
 
     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
or officer of another corporation, including, without limitation, any Subsidiary
(as defined in Article EIGHTH herein), 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 or officer or in any other capacity
while serving as a director or officer, 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 

                                      -20-
<PAGE>
 
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 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 or officer 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 

                                      -21-
<PAGE>
 
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, By-laws, 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 a majority vote of the disinterested 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.

     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 

                                      -22-
<PAGE>
 
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. of Article
FOURTH, paragraph C. 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 is as
     ----------                                                              
follows:

           NAME                                 MAILING ADDRESS
           ----                                 ---------------
                                    
     LeRoy E. Meredith                     Grinnell Federal Savings Bank
                                           1025 Main Street
                                           Grinnell, Iowa 50112

                                      -23-
<PAGE>
 
     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 ______ day of
_____________________, 1993.



                                             ___________________________________
                                             LeRoy E. Meredith, Incorporator 

                                      -24-