RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             BANK MUTUAL CORPORATION
 
These Restated Articles of Incorporation ("Articles") of Bank Mutual
Corporation, a corporation incorporated under Chapter 180 of the Wisconsin
Statutes, the Wisconsin Business Corporation Law, supersede and take the place
of the existing Articles of Incorporation and all prior amendments thereto.
 
                                 ARTICLE I. NAME
 
The name of the corporation is BANK MUTUAL CORPORATION.
 
                               ARTICLE II. PURPOSE
 
The corporation is organized for the purposes of (1) acting as a bank holding
company, savings bank or savings association holding company and/or financial
holding company and (2) engaging in any lawful activity within the purposes for
which corporations may be organized under the Wisconsin Business Corporation
Law.
 
                    ARTICLE III. DESCRIPTION OF CAPITAL STOCK
 
A.  Authorized Number and Classes of Shares
 
    The aggregate number of shares which the corporation shall have authority to
    issue is Two Hundred Twenty Million (220,000,000) shares, consisting of Two
    Hundred Million (200,000,000) shares of Common Stock of the par value of One
    Cent ($.01) per share (hereinafter called the "Common Stock") and Twenty
    Million (20,000,000) shares of Preferred Stock of the par value of One Cent
    ($.01) per share (hereinafter called the "Preferred Stock").
 
B.  Common Stock Provisions
 
    (1)  Dividends. Subject to any rights of holders of Preferred Stock, such
         dividends (payable in cash, stock or otherwise) as may be determined by
         the Board of Directors may be declared and paid on the Common Stock
         from time to time from any funds, property or shares legally available
         therefor.
 
    (2)  Voting Rights. Subject to any rights of holders of Preferred Stock to
         vote on a matter as a class or series, and subject to the other
         provisions of these Articles of Incorporation and of Wisconsin law,
         each outstanding share of Common Stock
 
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         shall be entitled to one vote on each matter submitted to a vote of
         holders of Common Stock at a meeting of Shareholders.
 
    (3)  Liquidation, Dissolution or Winding Up. In the event of any
         liquidation, dissolution or winding up of the corporation, the holders
         of Common Stock, subject to any rights of holders of Preferred Stock,
         shall be entitled to receive the net balance of any remaining assets of
         the corporation.
 
    (4)  No Preemptive Rights. No holder of Common Stock shall be entitled as
         such, as a matter of right, to subscribe for or purchase or receive any
         part of any new or additional issue of stock, or securities convertible
         into stock, of any class whatever, whether now or hereafter authorized,
         or whether issued for cash, property or services, by way of dividend,
         or in exchange for the stock of another corporation.
 
C.  Preferred Stock Provisions
 
    The Board of Directors shall have authority to divide the Preferred Stock
    into series, to issue shares of any such series and, within the limitations
    set forth in these Articles of Incorporation or prescribed by law, to fix
    and determine the relative rights and preferences of the shares of any
    series so established. Each such series shall be so designated as to
    distinguish the shares thereof from the shares of all other series and
    classes. All shares of Preferred Stock shall be identical except as to the
    following relative rights and preferences, as to which there may be
    variations between different series:
 
    (1)  The rate of dividend;
 
    (2)  The price at and the terms and conditions on which shares may be
         redeemed;
 
    (3)  The amount payable upon shares in the event of voluntary or involuntary
         liquidation of the corporation;
 
    (4)  Sinking fund provisions for the redemption or purchase of shares;
 
    (5)  The terms and conditions on which shares may be converted, if shares
         are issued with the privilege of conversion;
 
    (6)  Voting rights, if any; and
 
    (7)  Any other rights or preferences as to which the laws of the State of
         Wisconsin, as in effect at the time of the determination thereof,
         permit variations between different series of Preferred Stock.
 
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    Shares of Preferred Stock shall have only such voting rights, if any,
    preemptive rights, if any, and other rights as are fixed and determined by
    the Board of Directors in accordance with the foregoing provisions or as may
    be required by law.
 
D.  Certain Other Provisions Affecting Shareholders
 
    (1)  Restriction on Certain Purchases of Common Stock at Market Premium
 
         The corporation shall not purchase any shares of Common Stock from any
         person or other entity if more than 5% of the outstanding shares of
         Common Stock are believed by the Board of Directors to be Beneficially
         Owned by such person or other entity at the time the purchase is
         authorized by the Board, at a price exceeding significantly (as
         determined by the Board of Directors) the then current market price.
         This provision shall not apply, however, to (i) any purchase of shares
         believed by the Board to have been Beneficially Owned by the seller, or
         by the seller and any of the seller's Affiliates consecutively, for at
         least the two-year period ending with the date of purchase; (ii) any
         purchase of shares which has been approved by affirmative vote by a
         majority of the aggregate number of votes which the holders of the then
         outstanding shares of Common Stock and Preferred Stock are entitled to
         cast, voting together as a class, in the election of directors; or
         (iii) any purchase pursuant to a tender offer to all holders of Common
         Stock on the same terms.
 
    (2)  Bylaw Provisions Fixing Greater Voting Requirements
 
         The Bylaws may require a greater Shareholder vote than would otherwise
         be required by law or by these Articles for: (i) removal of a director
         from office; or (ii) amending provisions of the Bylaws relating to or
         in connection with taking action by the unanimous consent of
         Shareholders without a meeting; the number, term, qualification,
         classification and election of directors; the removal of a director
         from office; notice for shareholders' meetings; indemnification of
         officers, directors and other persons by the corporation; or Bylaw
         amendments. For purposes of Sections 180.1021 and 180.1706(4) of the
         Wisconsin Statutes, each section of the Bylaws shall be deemed to be a
         separate bylaw.
 
    (3)  Five Year Restriction on Voting Rights
 
         (a)   Notwithstanding any other provision of these Articles, until
               August 31, 2008, 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 shareholders 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, except
               that such restriction and all restrictions set forth in this
               subsection (3) shall not apply
 
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               to any tax qualified employee stock benefit plan established by
               the corporation, which shall be able to vote in respect to 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 which are both 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.
 
         (b)   The Board of Directors shall have the power to construe and apply
               the provisions of this subsection and to make all determinations
               necessary or desirable to implement such provisions, including
               but not limited to matters with respect to (i) the number of
               shares of Common Stock beneficially owned by any person, (ii)
               whether a person is an Affiliate of another, (iii) whether a
               person has an agreement, arrangement, or understanding with
               another as to the definition of beneficial ownership, (iv) the
               application of any other definition or operative provision of the
               section to the given facts, or (v) any other matter relating to
               the applicability or effect of this subsection. 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 Shareholders.
 
         (c)   The Board of Directors shall have the right to demand that any
               person who is reasonably believed to beneficially own Common
               Stock in excess of the Limit (or holds of record Common Stock
               beneficially owned by any person in excess of the Limit) supply
               the corporation with complete information as to (i) the record
               owner(s) of all shares beneficially owned by such person who is
               reasonably believed to own shares in excess of the Limit, (ii)
               any other factual matter relating to the applicability or effect
               of this section as may reasonably be requested of such person.
 
    (4)  The following definitions shall apply to this Article III, Section D.:
 
         (a)   "Affiliate" with respect to any person or other entity, shall
               mean any other person or other entity that directly, or
               indirectly through one or more intermediary, controls, is
               controlled by, or is under common control with, such former
               person or other entity.
 
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         (b)   "Beneficially Owned" shall have the meaning provided in, and
               "beneficial ownership" shall be determined pursuant to, Rule
               13d-3 promulgated by the US Securities and Exchange Commission
               under the Securities Exchange Act of 1934, as in effect on the
               date of the filing hereof.
 
         (c)   A "person" shall include an individual, firm, a group acting in
               concert, a corporation, a partnership, a limited liability
               company, an association, a joint venture, a pool, a joint stock
               company, a trust, an unincorporated organization or similar
               company, or any other group formed for the purpose of acquiring,
               holding or disposing of securities of any other entity.
 
    (5)  In the event that any provision (or portion thereof) of this Section D.
         shall be found to be invalid, prohibited or unenforceable for any
         reason, the remaining provisions (or portions thereof) of this
         subsection 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 the corporation and its Shareholders that such remaining
         provision (or portion thereof) of this Section remain, to the fullest
         extent permitted by law, applicable and enforceable as to all
         Shareholders, including Shareholders owning an amount of stock over the
         Limit, notwithstanding any such finding.
 
                   ARTICLE IV. NUMBER AND CLASSES OF DIRECTORS
 
The Board of Directors shall consist of such number of directors as shall be
fixed from time to time by or in the manner provided in the Bylaws. The Bylaws
may provide that the directors shall be divided into three classes, with
staggered terms in office, as contemplated in Section 180.0806 of the Wisconsin
Statutes or any successor provision.
 
                         ARTICLE V. EMERGENCY PROVISIONS
 
The business and affairs of the corporation shall be managed by its Board of
Directors, except as otherwise provided in this Article V after the occurrence
and during the continuance of any Emergency. During any Emergency the provisions
of this Article V shall apply to the maximum extent permitted by the Wisconsin
Business Corporation Law, particularly Sections 180.0207 and 180.0303 thereof,
or any successor provisions, as at the time in effect. The provisions of this
Article V shall control during any Emergency, notwithstanding any contrary
provisions of these Articles or the Bylaws of the corporation.
 
As used in this Article V, "Emergency" means a catastrophic event that prevents
a quorum of the Board of Directors from being readily assembled.
 
During any Emergency, the business and affairs of the corporation shall be
managed by an interim Board of Directors consisting of so many of the incumbent
directors, if any, as are known to be alive and not incapacitated, and whom the
corporation is able to contact by normal means of communication, together with
provisional directors selected as hereinafter provided. The total
 
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number of directors on such interim Board of Directors shall be the lesser of
the number determined in or pursuant to the Bylaws, or the number of eligible
persons who are known to be alive, are not incapacitated and can be readily
contacted by the usual means of communication. The Board of Directors by
resolution may from time to time designate a list of provisional directors and
the order of priority in which such persons shall become interim directors in
the event of Emergency, which designation shall continue in effect until such
resolution has been subsequently amended or rescinded or has by its terms ceased
to have effect. Interim directors need not be Shareholders of the corporation.
In addition to the exercise, on a temporary basis, of all of the powers of the
regular Board of Directors, the interim Board of Directors shall have the
authority to declare vacancies in any positions of the regular Board of
Directors in cases where any incumbent director is incapacitated or missing or
otherwise unable to be contacted within a reasonable time, and to fill such
vacancies, as well as any vacancy resulting from the death of a director, by
electing replacements to the regular Board of Directors to serve until the next
succeeding annual meeting of Shareholders.
 
When an Emergency has occurred, any director or provisional director named in
any aforementioned resolution is empowered on behalf of the corporation to
declare the provisions of this Article V to be in effect, and to call a meeting
of either the regular or an interim Board of Directors on such notice, which may
be shorter than the notice provided for in the Bylaws for special meetings of
the Board of Directors, as such person may determine to be advisable. In the
case of a meeting of the interim Board of Directors, reasonable efforts shall be
made to give such notice to all persons who are or may be eligible to serve as
interim directors. At the first meeting of any interim Board of Directors, three
or more interim directors may act, notwithstanding any other quorum requirement
provided by these Articles or the Bylaws of the corporation, and notwithstanding
any failure of other interim directors to receive notice of the meeting. Prior
to any initial meeting of the interim Board of Directors three or more interim
directors, and thereafter a majority of the interim directors who are deemed to
be serving as such, may take action as the Board of Directors by telephone
meeting, written instrument or other means which reasonably evidences the assent
to the action of a majority of such number of interim directors, in lieu of
action at a meeting.
 
                      ARTICLE VI. ACQUISITION OF OWN SHARES
 
Subject to the provisions of subsection D.(1) of Article III of these Articles,
the corporation is authorized to purchase, take, receive or otherwise acquire
shares of Common Stock or Preferred Stock of the corporation, with the approval
of the Board of Directors, with or without any vote or consent of Shareholders.
 
                     ARTICLE VII. AMENDMENTS TO THE ARTICLES
 
Any lawful amendment of these Articles may be made by affirmative vote by at
least the proportion specified below of the aggregate number of votes which the
holders of the then outstanding shares of Common Stock and Preferred Stock are
entitled to cast on the amendment and, if the shares of one or more classes or
series are entitled under these Articles of Incorporation or otherwise by law to
vote thereon as a class, affirmative vote by the same
 
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proportion of the aggregate number of votes which the holders of the then
outstanding shares of such one or more classes or series are entitled to cast on
the amendment. The proportion referred to above in this Article VII shall be
66 2/3% in the case of any amendment of the provisions set forth in Section D.
of Article III of these Articles, in this Article VII, and any amendment
rendering inapplicable to the corporation Sections 180.1130 through 180.1134,
Sections 1140 to 1144, and/or Section 180.1150 of the Wisconsin Business
Corporation Law or any successor provisions. Such portion shall be a majority in
all other cases.
 
                        ARTICLE VIII. EFFECT OF HEADINGS
 
The descriptive headings in these Articles are inserted herein for convenience
only and shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
 
                     ARTICLE IX. REGISTERED OFFICE AND AGENT
 
The address of the registered office of the corporation is 4949 West Brown Deer
Road, Brown Deer, Wisconsin 53223 and the name of its registered agent at such
address is Michael T. Crowley, Jr. The county of such registered office is
Milwaukee County.
 
                                ARTICLE X. BYLAWS
 
The Board of Directors shall have the power to adopt, amend and repeal the
Bylaws of the corporation to the maximum extent permitted from time to time by
Wisconsin law, subject to the rights of the Shareholders to adopt, amend or
repeal the Bylaws; provided, however, that Section 10.01(c) (or any successor
provision) and the other provisions of the Bylaws referred to therein may be
amended or repealed only by the affirmative vote of at least 66 2/3% of the
aggregate number of votes which the holders of the then outstanding shares of
Common Stock and Preferred Stock, voting together as a class, are entitled to
cast in an election of directors.