Articles of Incorporation
 
                                       of
 
                               TierOne Corporation
 
          The undersigned, acting as the sole incorporator of a corporation
under the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin
Statutes, hereby adopts the following articles of incorporation for the purpose
of forming the corporation herein described (the "corporation"):
 
                                   ARTICLE 1
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          The name of the corporation is TierOne Corporation.
 
                                   ARTICLE 2
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          The aggregate number of shares which the corporation shall have the
authority to issue shall be Seventy Million (70,000,000) shares, consisting of:
(i) Sixty Million (60,000,000) shares of a class designated as "Common Stock,"
with a par value of $.01 per share; and (ii) Ten Million (10,000,000) shares of
a class designated as "Preferred Stock," with a par value of $.01 per share.
 
          The designation, relative rights, preferences and limitations of the
shares of each class and the authority of the Board of Directors of the
corporation to establish and to designate series of Preferred Stock and to fix
variations in the relative rights, preferences and limitations as between such
series, shall be as set forth herein.
 
          A.   Preferred Stock.
               ---------------
 
          (1)  Series and Variations Between Series. The Board of Directors of
               ------------------------------------
the corporation is authorized, to the fullest extent permitted under the
Wisconsin Business Corporation Law and the provisions of this Section A, to
provide for the issuance of the Preferred Stock in series, each of such series
to be distinctively designated and to have such redemption rights, dividend
rights, rights on dissolution or distribution of assets, conversion or exchange
rights, voting powers, designations, preferences and relative participating,
optional or other special rights, if any, and such qualifications, limitations
or restrictions thereof as shall be provided by the Board of Directors of the
corporation consistent with the provisions of this Article 2.
 
          (2)  Dividends. Before any dividends shall be paid or set apart for
               ---------
payment upon shares of Common Stock, the holders of each series of Preferred
Stock shall be entitled to receive dividends at the rate (which may be fixed or
variable) and at such times as specified in the particular series. The holders
of shares of Preferred Stock shall have no rights to participate with the
holders of shares of Common Stock in any distribution of dividends in excess of
the preferential dividends, if any, fixed for such Preferred Stock.
 
<PAGE>
 
          (3)  Liquidation Rights. In the event of any voluntary or involuntary
               ------------------
liquidation, dissolution or winding up of the corporation, the holders of shares
of each series of Preferred Stock shall be entitled to receive out of the assets
of the corporation in money or money's worth the preferential amount, if any,
specified in the particular series for each share at the time outstanding
together with all accrued but unpaid dividends thereon, before any of such
assets shall be paid or distributed to holders of Common Stock. The holders of
Preferred Stock shall have no rights to participate with the holders of Common
Stock in the assets of the corporation available for distribution to
shareholders in excess of the preferential amount, if any, fixed for such
Preferred Stock.
 
          (4)  Voting Rights. The holders of Preferred Stock shall have only
               -------------
such voting rights as are fixed for shares of each series by the Board of
Directors pursuant to this Section A or are provided, to the extent applicable,
by the Wisconsin Business Corporation Law.
 
          B.   Common Stock.
               ------------
 
          (1)  Dividends. Subject to the provisions of this Article 2, the Board
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of Directors of the corporation may, in its sole discretion, out of funds
legally available for the payment of dividends and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends or
other distributions on the Common Stock.
 
          (2)  Liquidation Rights. In the event of any voluntary or involuntary
               ------------------
liquidation, dissolution or winding up of the corporation, after there shall
have been paid to or set aside for the holders of Preferred Stock the full
preferential amounts, if any, to which they are entitled, the holders of
outstanding shares of Common Stock shall be entitled to receive pro rata,
according to the number of shares held by each, the remaining assets of the
corporation available for distribution.
 
          (3)  Voting Rights. Except as otherwise provided by the Wisconsin
               -------------
Business Corporation Law, and except as may be determined by the Board of
Directors with respect to Preferred Stock pursuant to Section A of this Article
2, only the holders of Common Stock shall be entitled to vote for the election
of directors of the corporation and for all other corporate purposes. Upon any
such vote, the holders of Common Stock shall, except as otherwise provided by
law, be entitled to one vote for each share of Common Stock held by them
respectively.
 
          C.   Preemptive Rights. Except as the Board of Directors of the
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corporation may otherwise determined from time to time, no holder of shares of
any class of capital stock of the corporation shall have any preferential or
preemptive right to acquire unissued shares of capital stock of the corporation
or securities convertible into such shares or conveying a right to subscribe for
or acquire shares.
 
                                   ARTICLE 3
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          A.   General Powers, Number, Classification, Nomination and Tenure of
               ----------------------------------------------------------------
Directors. The general powers, number, classification, requirements for
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nomination, tenure and qualifications of the directors of the corporation shall
be as set forth in Sections 3.01 and 3.02 of Article III and Section 2.14 of
Article II of the Bylaws of the corporation (and as such Sections
 
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<PAGE>
 
shall exist from time to time). Such Sections 3.01, 3.02 and 2.14 of the Bylaws,
or any provision thereof, may only be amended, altered, changed or repealed by
the affirmative vote of shareholders holding at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of the then outstanding shares of all
classes of capital stock of the corporation generally possessing voting rights
in the election of directors, considered for this purpose as a single class;
provided, however, that the Board of Directors, by resolution adopted by the
Requisite Vote (as hereinafter defined), may amend, alter, change or repeal
Sections 3.01, 3.02 and 2.14 of the Bylaws, or any provision thereof, without a
vote of the shareholders. As used herein, the term "Requisite Vote" shall mean
the affirmative vote of at least two-thirds of the directors then in office plus
one director.
 
          B.   Removal of Directors. Any director may be removed from office,
               --------------------
but only for Cause (as hereinafter defined), by the affirmative vote of holders
of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
the then outstanding shares of stock of the voting group of shareholders that
elected the director to be removed; provided, however, that if the Board of
Directors by resolution adopted by the Requisite Vote shall have recommended
removal of a director, then the shareholders may remove such director from
office without Cause by a majority vote of such outstanding shares. As used
herein, "Cause" shall exist only if the director whose removal is proposed (i)
has been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal or (ii) has been adjudged by a
court of competent jurisdiction to be liable for willful misconduct in the
performance of his or her duties to the corporation in a matter which has a
material adverse effect on the business of the corporation and such adjudication
is no longer subject to direct appeal.
 
          C.   Vacancies. Any vacancy occurring in the Board of Directors,
               ---------
including a vacancy created by the removal of a director or an increase in the
number of directors, shall be filled by the affirmative vote of a majority of
the directors then in office, although less than a quorum of the Board of
Directors; provided, however, that if the vacant office was held by a director
elected by a voting group of shareholders, only the remaining directors elected
by that voting group shall fill the vacancy. For purposes of this Article 3, a
director elected by directors to fill a vacant office pursuant to this Section C
shall be deemed to be a director elected by the same voting group of
shareholders that elected the director(s) who voted to fill the vacancy. Any
director elected pursuant to this Section C shall serve until the next election
of the class for which such director shall have been chosen and until his or her
successor shall be elected and qualified.
 
          D.   Amendments.
               ----------
 
          (1)  Notwithstanding any other provision of these Articles of
Incorporation (and notwithstanding the fact that a lesser affirmative vote may
be specified by law), the provisions of this Article 3 may be amended, altered,
changed or repealed only by the affirmative vote of shareholders holding at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of the then
outstanding shares of all classes of capital stock of the corporation generally
possessing voting rights in the election of directors, considered for this
purpose as a single class.
 
          (2)  Notwithstanding the foregoing and any provisions in the Bylaws of
the corporation, whenever the holders of any one or more series of Preferred
Stock issued by the
 
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<PAGE>
 
corporation pursuant to Article 2 hereof shall have the right, voting separately
as a class or by series, to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of the series of
Preferred Stock applicable thereto, and such directors so elected shall not be
divided into classes unless expressly provided by the terms of the applicable
series.
 
                                   ARTICLE 4
                                   ---------
 
          A.   Business Combinations Within Three Years of the Stock Acquisition
               -----------------------------------------------------------------
Date. In addition to any affirmative vote otherwise required by law, the Bylaws
----
of the corporation, these Articles of Incorporation or the terms of any series
of Preferred Stock, and except as otherwise expressly provided in Section C of
this Article 4, the corporation may not engage in a Business Combination (as
hereinafter defined) with an Interested Shareholder (as hereinafter defined) for
three (3) years after the Interested Shareholder's Stock Acquisition Date (as
hereinafter defined) unless the Board of Directors of the corporation has
approved by resolution, before the Interested Shareholder's Stock Acquisition
Date, that Business Combination or the purchase of Stock (as hereinafter
defined) made by the Interested Shareholder on that Stock Acquisition Date.
 
          B.   Business Combinations More Than Three Years After the Stock
               -----------------------------------------------------------
Acquisition Date. Except as otherwise expressly provided in Section C of this
----------------
Article 4, at any time after the three-year period described in Section A of
this Article 4, the corporation may engage in a Business Combination with an
Interested Shareholder but only if, in addition to any affirmative vote
otherwise required by law, the Bylaws of the corporation, these Articles of
Incorporation or the terms of any series of Preferred Stock, any of the
following conditions is satisfied:
 
          (1)  The Board of Directors of the corporation has approved, before
the Interested Shareholder's Stock Acquisition Date, the purchase of Stock made
by the Interested Shareholder on that Stock Acquisition Date.
 
          (2)  The Business Combination is approved by the affirmative vote of
the holders of a majority of the voting power of the outstanding Voting Stock
(as hereinafter defined) not beneficially owned by the Interested Shareholder at
a meeting called for that purpose.
 
          (3)  The Business Combination meets all of the following conditions:
 
               (i) Holders of all outstanding shares of Stock of the corporation
      not beneficially owned by the Interested Shareholder are each entitled to
      receive per share an aggregate amount of cash and the market value, as of
      the Consummation Date (as hereinafter defined), of noncash consideration
      at least equal to the higher of the following:
 
                   (a) The highest of: the market value per share on the
          Announcement Date (as hereinafter defined) with respect to the
          Business Combination, the market value per share on the Interested
          Shareholder's Stock Acquisition Date, the highest price per share paid
          by the Interested Shareholder,
 
                                       4
 
<PAGE>
 
          including brokerage commissions, transfer taxes and soliciting
          dealers' fees, for shares of the same class or series within the three
          (3) years immediately before and including the Announcement Date of
          the Business Combination or the highest price per share paid by the
          Interested Shareholder, including brokerage commissions, transfer
          taxes and soliciting dealers' fees, for shares of the same class or
          series within the three (3) years immediately before and including the
          Interested Shareholder's Stock Acquisition Date; plus, in each case,
          interest compounded annually from the earliest date on which that
          highest per share acquisition price was paid or the per share market
          value was determined, through the Consummation Date, at the rate for
          one-year U.S. Treasury obligations from time to time in effect; less
          the aggregate amount of any cash and the market value, as of the
          dividend payment date, of any noncash dividends paid per share since
          that date, up to the amount of that interest.
 
                    (b) The highest preferential amount per share, if any, to
          which the holders of shares of that class or series of Stock are
          entitled upon the voluntary or involuntary liquidation of the
          corporation, plus the aggregate amount of dividends declared or due
          which those holders are entitled to before payment of dividends on
          another class or series of Stock, unless the aggregate amount of those
          dividends is included in the preferential amount.
 
               (ii) The form of consideration to be received by holders of each
     particular class or series of outstanding Stock in the Business Combination
     is in cash or, if the Interested Shareholder holds previously acquired
     shares of that class or series, the same form as the Interested Shareholder
     previously used to acquire the largest number of shares of that class or
     series.
 
          C.   Excluded Transactions. The provisions of this Article 4 shall not
               ---------------------
apply to any of the following:
 
          (1)  A Business Combination of the corporation with an Interested
Shareholder if the corporation did not have a class of Voting Stock registered
or traded on a national securities exchange or registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on the
Interested Shareholder's Stock Acquisition Date.
 
          (2)  A Business Combination of the corporation with an Interested
Shareholder which became an Interested Shareholder inadvertently, if the
Interested Shareholder satisfies both of the following:
 
               (i)  As soon as practicable divests itself of a sufficient amount
     of the Voting Stock of the corporation so that the Interested Shareholder
     is no longer the beneficial owner of at least 10% of the voting power of
     the outstanding Voting Stock of the corporation, or a Subsidiary of the
     corporation (as hereinafter defined).
 
               (ii) Would not at any time within the three (3) years before the
     Announcement Date with respect to the Business Combination in question have
     been an Interested Shareholder except for the inadvertent acquisition.
 
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<PAGE>
 
          D.   Definitions. For the purposes of this Article 4:
               -----------
 
          (1)  "Affiliate" shall mean a person that directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under
common control with a specified person.
 
          (2)  "Announcement Date" shall mean the date of the first public
announcement of a final, definitive proposal for a Business Combination.
 
          (3)  "Associate" of a person shall mean any of the following:
 
               (i)   A corporation or organization of which the person is an
     officer, director or partner or is the beneficial owner of at least 10% of
     any class of Voting Stock.
 
               (ii)  A trust or other estate in which the person has a
     substantial beneficial interest or as to which the person serves as trustee
     or in a similar fiduciary capacity.
 
               (iii) A relative or spouse of the person, or a relative of the
     spouse, who has the same principal residence as the person.
 
          (4)  A person shall be deemed to be the "beneficial owner" of any
Stock:
 
               (i)   which such person or any of such person's Affiliates or
     Associates beneficially owns, directly or indirectly;
 
               (ii)  which such person or any of such person's Affiliates or
     Associates has (a) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time) pursuant to any agreement,
     arrangement or understanding (other than customary agreements with and
     between underwriters and selling group members with respect to a bona fide
     public offering of securities), or upon the exercise of conversion rights,
     exchange rights, rights (other than rights issued by the corporation
     pursuant to a shareholder rights plan), warrants or options, or otherwise;
     provided, however, that a person shall not be deemed the beneficial owner
     of securities tendered pursuant to a tender or exchange offer made by or on
     behalf of such person or any of such person's Affiliates or Associates
     until such tendered securities are accepted for purchase or exchange; or
     (b) the right to vote pursuant to any agreement, arrangement or
     understanding; provided, however, that a person shall not be deemed the
     beneficial owner of any security if the agreement, arrangement or
     understanding to vote such security arises solely from a revocable proxy or
     consent given to such person in response to a public proxy or consent
     solicitation; or
 
               (iii) which are beneficially owned, directly or indirectly, by
     any other person with which such person or any of such person's Affiliates
     or Associates has any agreement, arrangement or understanding (other than
     customary agreements with and between underwriters and selling group
     members with respect to a bona fide public offering of securities) for the
     purpose of acquiring, holding, voting (except to the extent
 
                                       6
 
<PAGE>
 
     contemplated by the proviso to subparagraph D(4)(ii)(b) of this Article 4)
     or disposing of any securities of the corporation.
 
          (5)  "Business Combination" means any of the following:
 
               (i)   A merger or share exchange of the corporation or any
     Subsidiary of the corporation with any of the following:
 
                     (a) An Interested Shareholder.
 
                     (b) A corporation, whether or not it is an Interested
          Shareholder, which is, or after a merger or share exchange would be,
          an Affiliate or Associate of an Interested Shareholder.
 
               (ii)  A sale, lease, exchange, mortgage, pledge, transfer or
     other disposition, in one transaction or a series of transactions, to or
     with an Interested Shareholder or an Affiliate or Associate of an
     Interested Shareholder of assets of the corporation or a Subsidiary of the
     corporation if those assets meet any of the following conditions:
 
                     (a) Have an aggregate market value equal to at least 5% of
          the aggregate market value of all the assets, determined on a
          consolidated basis, of the corporation.
 
                     (b) Have an aggregate market value equal to at least 5% of
          the aggregate market value of all the outstanding Stock of the
          corporation.
 
                     (c) Represent at least 10% of the earning power or income,
          determined on a consolidated basis, of the corporation.
 
               (iii) The issuance or transfer by the corporation or a Subsidiary
     of the corporation, in one transaction or a series of transactions, of any
     Stock of the corporation or a Subsidiary of the corporation if all of the
     following conditions are satisfied:
 
                     (a) The stock has an aggregate market value equal to at
          least 5% of the aggregate market value of all of the outstanding Stock
          of the corporation.
 
                     (b) The Stock is issued or transferred to an Interested
          Shareholder or an Affiliate or Associate of an Interested Shareholder,
          except for Stock of the corporation or such Subsidiary issued or
          transferred pursuant to the exercise of warrants, rights or options to
          purchase such Stock offered, or a dividend paid, or distribution made,
          proportionately to all holders of Stock of the corporation.
 
               (iv)  The adoption of a plan or proposal for the liquidation or
     dissolution of the corporation which is proposed by, on behalf of, or
     pursuant to a written
 
                                       7
 
<PAGE>
 
     or unwritten agreement, arrangement or understanding with, an Interested
     Shareholder or an Affiliate or Associate of an Interested Shareholder.
 
                    (v)  Any of the following, if the direct or indirect effect
     is to increase the proportionate share of the outstanding Stock of a class
     or series of securities convertible into Voting Stock of the corporation or
     a Subsidiary of the corporation beneficially owned by the Interested
     Shareholder of an Affiliate or Associate of the Interested Shareholder,
     unless the increase is the result of immaterial changes due to fractional
     share adjustment:
 
                    (a) A reclassification of securities, including, without
          limitation, a stock split, stock dividend or other distribution of
          Stock in respect of Stock, or reverse stock split.
 
                    (b) A recapitalization of the corporation.
 
                    (c) A merger or share exchange of the corporation with a
          Subsidiary of the corporation.
 
                    (d) Any other transaction, whether or not with, into or
          involving the Interested Shareholder, which is proposed by, on behalf
          of, or pursuant to a written or unwritten agreement, arrangement or
          understanding with, the Interested Shareholder or an Affiliate or
          Associate of the Interested Shareholder.
 
               (vi) Receipt by an Interested Shareholder or an Affiliate or
     Associate of an Interested Shareholder of the direct or indirect benefit of
     a loan, advance, guarantee, pledge or other financial assistance or a tax
     credit or other tax advantage provided by or through the corporation or any
     Subsidiary of the corporation, unless the Interested Shareholder receives
     the benefit proportionately as a holder of Stock of the corporation.
 
          (6) "Consummation Date" means the date of consummation of a Business
Combination.
 
          (7) "Control", "controlled by" or "under common control with" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of Voting Stock, except as provided in the next sentence, by contract,
or otherwise. "Control" of a corporation is not established for purposes of this
Article 4 if a person, in good faith and not for the purpose of circumventing
this Article 4, holds voting power as an agent, bank, broker, nominee, custodian
or trustee for one or more beneficial owners who do not individually or as a
group have control of the corporation. For purposes of this Article 4, a
person's beneficial ownership of at least 10% of the voting power of a
corporation's outstanding Voting Stock creates a presumption that the person has
control of the corporation.
 
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<PAGE>
 
          (8)  (i) "Interested Shareholder," with respect to the corporation,
means a person other than the corporation or a Subsidiary of the corporation
that meets any of the following conditions:
 
                    (a) Is the beneficial owner of at least 10% of the voting
          power of the outstanding Voting Stock of the corporation.
 
                    (b) Is an Affiliate or Associate of the corporation and at
          any time within three (3) years immediately before the date in
          question was the beneficial owner of at least 10% of the voting power
          of the then outstanding Voting Stock of the corporation.
 
               (ii) For the purpose of determining whether a person is an
     Interested Shareholder, the number of shares of Voting Stock of the
     corporation considered outstanding includes shares beneficially owned by
     the person but does not include any other unissued shares of Voting Stock
     of the corporation which may be issuable pursuant to an agreement,
     arrangement or understanding, or upon exercise of conversion rights,
     warrants or options, or otherwise.
 
          (9)  "Stock" means any of the following:
 
               (i)  Shares, stock or similar security, certificate of interest,
     participation in a profit sharing agreement, voting trust certificate, or
     certificate of deposit for any of the items described herein.
 
               (ii) Security which is convertible, with or without
     consideration, into stock, or any warrant, call or other option or
     privilege of buying stock, or any other security carrying a right to
     acquire, subscribe to or purchase stock.
 
          (10) "Stock Acquisition Date", with respect to any person, means the
date that that person first becomes an Interested Shareholder of the
corporation.
 
          (11) "Subsidiary of the corporation" shall mean any other corporation
of which Voting Stock having a majority of the votes entitled to be cast is
owned, directly or indirectly, by the corporation.
 
          (12) "Voting Stock" means capital stock of a corporation entitled to
vote generally in the election of directors.
 
          E.   Determination of Market Value. For purposes of this Article 4,
               -----------------------------
the market value of Stock or other property other than cash or Stock is
determined as follows:
 
          (1)  In the case of Stock generally, by:
 
               (i)  The highest closing sale price during the thirty (30) days
     immediately before the date in question of a share of that class or series
     of Stock on the composite tape for stocks listed on the New York Stock
     Exchange, or, if that class or series of Stock is not quoted on the
     composite tape or if that class or series of Stock is not
 
                                       9
 
<PAGE>
 
     listed on the New York Stock Exchange, on the principal U.S. securities
     exchange registered under the Securities Exchange Act of 1934, as amended,
     or The Nasdaq Stock Market, or any similar system then in use, on which
     that class or series of Stock is listed.
 
               (ii) If that class or series of Stock is not listed on an
     exchange or system described above, the highest closing bid quotation for a
     share of that class or series of Stock during the thirty (30) days
     immediately before the date in question on The Nasdaq Stock Market, or any
     similar system then in use.
 
          (2)  In the case of property other than cash or Stock (except for
Stock not traded as provided above), the fair market value of the property or
Stock on the date in question as determined in good faith by the Board of
Directors of the corporation.
 
          F.   Fiduciary Obligations. Nothing contained in this Article 4 shall
               ---------------------
be construed to relieve any Interested Shareholder from any fiduciary obligation
imposed by law.
 
          G.   Amendment. Notwithstanding any other provisions of these Articles
               ---------
of Incorporation, the affirmative vote of shareholders holding at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of the then
outstanding shares of Voting Stock, voting as a single class, shall be required
to amend, alter, change, repeal, or adopt any provision inconsistent with, this
Article 4.
 
                                   ARTICLE 5
                                   ---------
 
          Sections 180.1130 to 180.1134 and 180.1150 of the Wisconsin Business
Corporation Law as in effect on the date hereof, and as such Sections may be
amended from time to time, shall apply to this corporation as if it were a
"resident domestic corporation" subject to such Sections. Notwithstanding any
other provision of these Articles of Incorporation, the provisions of this
Article 5 may be amended, altered, changed or repealed only by the affirmative
vote of shareholders holding at least sixty-six and two-thirds percent (66-2/3%)
of the voting power of the then outstanding shares of all classes of capital
stock of the corporation generally possessing voting rights in the election of
directors, considered for this purpose as a single class.
 
                                   ARTICLE 6
                                   ---------
 
          The Bylaws of the corporation may limit the authority of the
shareholders of the corporation to call a special meeting of shareholders to the
fullest extent permitted by the Wisconsin Business Corporation Law.
 
                                   ARTICLE 7
                                   ---------
 
          The address of the corporation's initial registered office is 44 East
Mifflin Street, Madison, Wisconsin 53703. The name of the corporation's initial
registered agent at such address is CT Corporation System.
 
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<PAGE>
 
                                   ARTICLE 8
                                   ---------
 
          The name and address of the sole incorporator of the corporation is
TierOne Bank, 1235 "N" Street, Lincoln, Nebraska 68508.
 
                                   ARTICLE 9
                                   ---------
 
          These Articles of Incorporation may be amended solely as authorized
herein and by law at the time of amendment.
 
                                      ****
 
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<PAGE>
 
          Executed in duplicate as of this 3rd day of April, 2002.
 
                                           TierOne Bank
                                           (the Sole Incorporator)
 
 
                                           By: /s/ Gilbert G. Lundstrom
                                              ---------------------------------
                                               Gilbert G. Lundstrom
                                               Chairman of the Board and
                                               Chief Executive Officer
 
_______________
This instrument was drafted by, and should be returned to, Gilbert G. Lundstrom,
TierOne Bank, 1235 "N" Street, Lincoln, Nebraska 68508.
 
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