CFB

ARTICLES OF INCORPORATION
OF COMMERCIAL FEDERAL CORPORATION
------------------------------


The undersigned natural person of majority age, acting as the incorporator
of a corporation under the Nebraska Business Corporation Act, adopts the
following Articles of Incorporation for such corporation:

ARTICLE I
---------

The name of the corporation is: Commercial Federal Corporation.


ARTICLE II
----------

The corporation shall have perpetual existence.


ARTICLE III
-----------

The purposes for which the corporation is organized are as follows:

1. To purchase, lease, or otherwise acquire, own, mortgage, pledge,
encumber, sell, assign and transfer, or otherwise dispose of, to invest,
trade, deal in and deal with, real and personal property, including the
capital stock of Commercial Federal Savings and Loan Association or other
corporations, of every class and description.

2. To make and perform contracts of every kind and description made
for any lawful purpose with any person, firm, association, or corporation,
either public or private, or with any government or agency thereof.

3. To act as agent or broker for insurance companies in soliciting
and receiving applications for fire, casualty, motor vehicle, accident,
health, hospitalization, group, liability, theft, surety, credit annuities,
and life insurance, and all other kinds of insurance and reinsurance, and
all kinds of bonds and surety agreements, the collection of premiums, and
doing such other business as may be delegated to agents or brokers by such
companies and to conduct a general insurance agency and insurance brokerage
business.

4. At the discretion of the corporation's Board of Directors, to make
capital contributions to Commercial Federal Savings and Loan Association, a
federal capital stock savings and loan association, or any other
corporation, whether or not the corporation receives any stock or other
property in exchange for such contributions.


5. To engage in and transact fully and to the same extent as natural
persons might or could do in any part of the world, any and all lawful
business for which a corporation may be incorporated under the Nebraska
Business Corporation Act, as amended from time to time.


ARTICLE IV
----------

The aggregate number of shares of common stock which this corporation shall
have authority to issue is 120,000,000 shares, having a par value of $0.01
each.

The aggregate number of shares of preferred stock which this corporation
shall have authority to issue is 10,000,000 shares, having a par value of $0.01
each. Preferred stock shall be issued in one or more series. Each series shall
be designated by the Board of Directors so as to distinguish the shares thereof
from the shares of all other series and classes. The Board of Directors may by
resolution from time to time divide shares of preferred stock into series and
fix and determine the number of shares and the relative rights and preferences
of the shares or any series so established, including but not limited to the
following relative rights and preferences, in respect of any or all of which
there may be variations between different series, namely, the rate of dividend
including the date from which dividends shall be cumulative, the price at, and
the terms and conditions on which, shares may be redeemed, the amounts payable
on shares in the event of voluntary or involuntary liquidation, sinking fund
provisions for the redemption or purchase of shares in the event shares of any
series are issued with sinking fund provisions, and the terms and conditions on
which the shares of any series are issued with the privilege of conversion.

All transfers of the shares of this corporation shall be made in accordance
with the provisions of the By-Laws of the corporation.


ARTICLE V
---------

No shareholder of the corporation shall have any preemptive right to
purchase, subscribe for, or otherwise acquire shares or other securities of the
corporation, whether now or hereafter authorized or issued.


ARTICLE VI
----------

To the extent permitted by law, the corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including to the extent permitted by law an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint

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venture, or other enterprise or as a trustee, officer, employee, or agent of an
employee benefit plan, against expenses, including attorney fees, judgments,
fines, and amounts paid in settlement, actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition to and not in limitation of any of the provisions set forth
above, an outside director shall not be personally liable to the corporation, or
its shareholders for monetary damages for breach of fiduciary duty as a
director, and the corporation to the full extent permitted by law shall
indemnify any such outside director against monetary damages, including attorney
fees for such breach. This provision shall not eliminate or limit the liability
of an outside director for: (a) Any act or omission not in good faith which
involves intentional misconduct or a knowing violation of the law; (b) Any
transaction from which the outside director derived an improper direct or
indirect financial benefit; (c) Paying a dividend or approving a stock
repurchase which was in violation of the Nebraska Business Corporation Act; (d)
Any act or omission which violates a declaratory or injunctive order obtained by
the corporation or its shareholders; and (e) Any act or omission occurring prior
to the date this provision becomes effective as a part of the Articles of
Incorporation. For purposes of this paragraph, an outside director shall mean a
member of the Board of Directors of the corporation who is not an officer or a
person who may control the conduct of the corporation through management
agreements, voting trusts, directorships in related corporations or any other
device or relationship.

To the extent permitted by law, the corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation against any liability
asserted against him and incurred by him in such capacity or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.

The indemnity provided for by this Article VI shall not be deemed to be
exclusive of any other rights to which those indemnified may be otherwise
entitled, nor shall the provisions of this Article VI be deemed to prohibit the
corporation from extending its indemnification to cover other persons or
activities to the extent permitted by law or pursuant to any provisions in the
Bylaws.


ARTICLE VII
-----------

The property, business, and affairs of the corporation shall be managed and
controlled by the Board of Directors. The number of directors shall be not less
than nine (9) nor more than twelve (12) as provided in the By-Laws of the
corporation.

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ARTICLE VIII
------------

The Board of Directors shall be divided into three (3) classes: Class I,
Class II, and Class III. Such classes shall be as nearly equal in number of
directors as possible. Each director shall serve for a term ending at the third
annual meeting of the shareholders following the annual meeting at which such
director was elected; provided, however, that the directors initially elected to
Class I shall serve for a term ending at the annual meeting next following the
first annual meeting of shareholders, the directors initially elected to Class
II shall serve for a term ending at the second annual meeting next following the
first annual meeting of shareholders, and the directors initially elected to
Class III shall serve for a term ending at the third annual meeting following
the first annual meeting of shareholders. The foregoing notwithstanding, each
director shall serve until his successor shall have been duly elected and
qualified, unless he shall resign, become disqualified or disabled, or otherwise
be removed.

At such annual election, the directors chosen to succeed those whose terms
then expire shall be of the same class as the directors they succeed, unless, by
reason of any intervening changes in the authorized number of directors, the
Board shall designate one or more directorships whose term then expires as
directorships of another class in order more nearly to achieve equality of
number of directors among the classes.


ARTICLE IX
----------

Notwithstanding any provision of the By-Laws of the corporation and the
fact that some lesser shareholder vote may be permitted by law, any director or
the entire Board of Directors of the Corporation may be removed at any time, but
only by the affirmative vote of the holders of seventy-five percent (75%) or
more of the shares entitled to vote thereon; provided, however, that such
outstanding shares would be entitled to vote generally, other than in the
election of directors.


ARTICLE X
---------

Any vacancy in the office of a director shall be filled by the vote of the
remaining directors, even if less than a quorum, or by a sole remaining
director. Any directors so chosen shall hold office until the next election of
the class for which such directors have been chosen and until their successors
shall be elected and qualified.

Any newly created directorship resulting from any increase in the number of
directors may be filled by the Board of Directors, acting by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director; and any directors so chosen shall hold office until the next election
of the class for which such directors have been chosen and until their
successors shall be elected and qualified.

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ARTICLE XI
----------


Special meetings of the shareholders of the corporation for any purpose may
be called at any time by the Board of Directors by a majority of the members of
the Board of Directors, by the holders of seventy-five percent (75%) or more of
the shares entitled to vote at such meeting, or by a committee of the Board of
Directors which has been duly designated by the Board of Directors and whose
powers and authority, as provided in a resolution of the Board of Directors or
in the By-Laws of the corporation, include the power to call such meetings, but
such special meetings may not be called by any other person or persons.


ARTICLE XII
-----------

A. As required by the Rules and Regulations of the Federal Home Loan Bank
Board, for a period of three (3) years from the effective date of the completion
of the conversion of Commercial Federal Savings and Loan Association, which will
then become a wholly-owned subsidiary of the corporation, from a federally-
chartered mutual to a federally-chartered stock savings and loan association, no
person shall, directly or indirectly, offer to acquire or acquire the beneficial
ownership of more than ten percent (10%) of the outstanding common stock of the
corporation, without the prior written approval of the Federal Savings and Loan
Insurance Corporation.

In the event any person, directly or indirectly, acquires beneficial
ownership of more than ten percent (10%) of the common stock of the corporation
without the prior written approval of the Federal Savings and Loan Insurance
Corporation as required above, the common stock beneficially owned by such
person referred to above in excess of ten percent (10%) shall not be counted as
shares entitled to vote and shall not be voted by any person or counted as
voting shares in connection with any matter submitted to the shareholders of the
corporation for a vote.

B. For a period of five (5) years from the effective date of the
completion of the conversion of Commercial Federal Savings and Loan Association,
which will then become a wholly-owned subsidiary of the corporation, from a
federally-chartered mutual to a federally-chartered stock savings and loan
association, no person shall, directly or indirectly, offer to acquire or
acquire the beneficial ownership of more than ten percent (10%) of the
outstanding common stock of the corporation, without the prior approval of
three-quarters (3/4) of the members of the Board of Directors excluding any
members who became directors after the time when over ten percent (10%) of the
common stock was acquired.

In the event any person, directly or indirectly, acquires beneficial
ownership of more than ten percent (10%) of the common stock of the corporation
without the prior approval of the Board of Directors as required above, the
common stock beneficially owned by such person referred to above in excess of
ten percent (10%) shall not be counted as shares entitled to vote and shall not
be voted by any person or counted as voting shares in connection with any matter
submitted to the

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shareholders of the corporation for a vote except to the extent such shares
shall be entitled to vote for the election of directors as required by statute.

C. For purposes of this Article, the following definitions shall apply.

1. The term "person" means an individual, a group acting in concert,
a corporation, a partnership, an association, 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 of an insured institution or its parent corporation.

2. The term "offer" includes every offer to buy or acquire,
solicitation of an offer to sell, tender offer for, or request for
invitation for tenders of the corporation's stock.

3. The term "group acting in concert" includes persons seeking to
combine or pool their voting or other interests in the corporation's
outstanding shares for a common purpose, pursuant to any contract,
understanding, relationship, agreement, or other arrangement, whether
written or otherwise.


ARTICLE XIII
------------

A. The affirmative vote of the holders of not less than seventy-five
percent (75%) of the outstanding shares of "Voting Stock" (as hereinafter
defined) and the affirmative vote of the holders of not less than a majority of
the outstanding shares of Voting Stock held by shareholders other than a
"Principal Shareholder" (as hereinafter defined) shall be required for the
approval or authorization of any "Business Combination," as defined and set
forth below:

1. Any merger, reorganization, or consolidation of the corporation or
any of its "Affiliates" (as hereinafter defined) with or into any Principal
Shareholder.

2. Any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition (in one transaction or in a series of related transaction) of
all or a "Substantial Part" (as hereinafter defined) of the assets of the
corporation or any of its Affiliates to any Principal Shareholder.

3. Any sale, lease, exchange, or other transfer (in one transaction
or in a series of related transactions) by any Principal Shareholder to the
corporation or any of the corporation's Affiliates of any assets, cash, or
securities in exchange for shares of Voting Stock (or of shares of stock of
any of the corporation's Affiliates entitled to vote in the election of
directors of such Affiliate or securities convertible into or exchangeable
for shares of Voting Stock or such stock of an Affiliate, or options,
warrants, or rights to purchase shares of Voting Stock or such stock of an
Affiliate).

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4. The adoption at any time when there exists any Principal
Shareholder of any plan or proposal for the liquidation or dissolution of
the corporation.

5. Any reclassification of securities (including any reverse stock
split), recapitalization, or other transaction at any time when there
exists any Principal Shareholder if such reclassification,
recapitalization, or other transaction would result in a decrease in the
number of holders of the outstanding shares of Voting Stock.

The affirmative vote required by this Article shall be in addition to the
vote of the holders of any class or series of stock of the corporation otherwise
required by law, by any other Article of these Articles of Incorporation, as
amended, by any resolution of the Board of Directors providing for the issuance
of a class or series of stock, or by any agreement between the corporation and
any national securities exchange.

B. For the purposes of this Article:

1. The term "Principal Shareholder" shall mean and include any
individual, corporation, partnership, or other person or entity which,
together with its "Affiliates" and "Associates" (as defined on July 1,
1983, at Rule 12b-2 under the Securities Exchange Act of 1934),
"beneficially owns" (as hereinafter defined) in the aggregate twenty
percent (20%) or more of the outstanding shares of Voting Stock, and any
Affiliate or Associate of any such individual, corporation, partnership, or
other person or entity.

2. The term "Substantial Part" shall mean more than twenty-five
percent (25%) of the fair market value of the total assets of the
corporation in question, as of the end of its most recent fiscal quarter
ending prior to the time the determination is being made.

3. The term "Voting Stock" shall mean stock of the corporation
entitled to vote generally, other than in the election of directors.

4. Any corporation, partnership, person, or entity will be deemed to
be a "beneficial owner" of or to own beneficially any share or shares of
stock of the corporation: (a) which it owns directly, whether or not of
record; or (b) which it has the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement or arrangement or understanding or upon exercise of conversion
rights, exchange rights, warrants or options, or otherwise, or which it has
the right to vote pursuant to any agreement, arrangement, or understanding;
or (c) which are beneficially owned, directly or indirectly (including
shares deemed to be owned through application of clause (b) above) by any
Affiliate or Associate; or (d) which are beneficially owned, directly or
indirectly (including shares deemed to be owned through application of
clause (b) above) by any other corporation, person, or entity with which it
or any of its Affiliates or Associates have any agreement or arrangement or
understanding for the purpose of acquiring, holding, voting, or disposing
of Voting Stock.

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For the purpose only of determining the percentage of the outstanding
shares of Voting Stock which any corporation, partnership, person, or other
entity beneficially owns, directly or indirectly, the outstanding shares of
Voting Stock will be deemed to include any shares of Voting Stock which such
corporation, partnership, person, or other entity beneficially owns pursuant to
the foregoing provisions of this subsection (whether or not such shares of
Voting Stock are in fact issued or outstanding), but shall not include any other
shares of Voting Stock which may be issuable either immediately or at some
future date pursuant to any agreement, arrangement, or understanding or upon
exercise of conversion rights, exchange rights, warrants, options, or otherwise.

C. The provisions of this Article shall not apply to a Business
Combination which is approved by three-quarters (3/4) of those members of the
Board of Directors who were directors prior to the time when the Principal
Shareholder became a Principal Shareholder. The provisions of this Article also
shall not apply to a Business Combination which (a) does not change any
shareholder's percentage ownership in the shares of stock entitled to vote in
the election of directors of any successor of the corporation from the
percentage of the shares of Voting Stock owned by such shareholder; (b) provides
for the provisions of this Article, without any amendment, change, alteration,
or deletion, to apply to any successor to the corporation; and (c) does not
transfer all or a Substantial Part of the corporation's assets other than to a
wholly-owned subsidiary of the corporation; provided, however, that nothing
contained in this section shall permit the corporation to issue any of its
shares of Voting Stock or to transfer any of its assets to a wholly-owned
subsidiary of the corporation if such issuance of shares of Voting Stock or
transfer of assets is part of a plan to transfer such shares of Voting Stock or
assets to a Principal Shareholder.

D. Nothing contained in this Article shall be construed to relieve a
Principal Shareholder from any fiduciary obligation imposed by law. In
addition, nothing contained in this Article shall prevent any shareholders of
the corporation from objecting to any Business Combination and from demanding
any appraisal rights which may be available to such shareholder under the
Nebraska Business Corporation Act, as such Act may be amended from time to time.

E. No amendment, alteration, change, or repeal of any provision of this
Article may be effected unless it is approved at a meeting of the corporation's
shareholders called for that purpose. Notwithstanding any other provision of
these Articles of Incorporation, the affirmative vote of the holders of not less
than seventy-five percent (75%) of the outstanding shares of Voting Stock and
the affirmative vote of the holders of not less than a majority of the
outstanding shares of Voting Stock held by shareholders other than Principal
Shareholders shall be required to amend, alter, change, or repeal, directly or
indirectly, any provision of this Article.

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ARTICLE XIV
-----------

A. No "Business Combination" (as hereinafter defined) shall be effected
unless all of the following conditions, to the extent applicable are fulfilled:

1. The ratio of (a) the aggregate amount of the cash and the fair
market value of the other consideration to be received per share by the
holders of the common stock of the corporation (in the Business Combination
to (b) the "Market Price" (as hereinafter defined) of the common stock of
the corporation immediately prior to the announcement of the Business
Combination or the solicitation of the holders of the common stock of the
corporation regarding the Business Combination, whichever is first, shall
be at least as great as the ratio of (a) the highest price per share
previously paid by the "Principal Shareholder" (as hereinafter defined)
(whether before or after it became a Principal Shareholder) for any of the
shares of common stock of the corporation at any time beneficially owned,
directly or indirectly, by the Principal Shareholder to (b) the Market
Price of the common stock of the corporation on the trading date
immediately prior to the earliest date on which the Principal Shareholder
(whether before or after it became a Principal Shareholder) purchased any
shares of common stock of the corporation during the two (2) year period
prior to the date on which the Principal Shareholder acquired the shares of
common stock of the corporation at any time owned by it for which it paid
the highest price per share (or, if the Principal Shareholder did not
purchase any shares of common stock of the corporation during such two (2)
year period, the Market Price of the common stock of the corporation on the
date two (2) years prior to the date on which the Principal Shareholder
acquired the shares of common stock of the corporation at any time owned by
it for which it paid the highest price per share).

2. The aggregate amount of the cash and the fair market value of the
other consideration to be received per share by the holders of the common
stock of the corporation in the Business Combination shall be not less than
the higher of (a) the highest price per share previously paid by the
Principal Shareholder (whether before or after it became a Principal
Shareholder) for any of the shares of common stock of the corporation at
any time beneficially owned, directly or indirectly, by the Principal
Shareholder, or (b) the earnings per share of the common stock of the
corporation for the four (4) full consecutive fiscal quarters immediately
preceding the record date for solicitation of votes on the Business
Combination multiplied by the price/earnings multiple of the common stock
of the Principal Shareholder (as customarily computed and reported in the
financial community) on such record date.

3. The consideration to be received by the holders of the common
stock of the corporation in the Business Combination shall be in the same
form and of the same kind as the consideration paid by the Principal
Shareholder in acquiring the majority of the shares of common stock of the
corporation already beneficially owned, directly or indirectly, by the
Principal Shareholder.

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4. The Principal Shareholder shall not have acquired from the
corporation, directly or indirectly, any shares of "Voting Stock" (as
hereinafter defined) except in a transaction to which this Article does not
apply or in a Business Combination which satisfied all of the requirements
of this Article.

5. After the time when the Principal Shareholder became a Principal
Shareholder, and prior to consummation of the Business Combination, the
Principal Shareholder (a) shall not have received the benefit, directly or
indirectly, of any loans, advances, extensions of credit, guarantees,
pledges, or other financial assistance or tax benefits provided, directly
or indirectly, by the corporation; (b) shall not have acquired, directly or
indirectly, any newly issued shares of stock of the corporation (except
upon conversion of convertible securities acquired by the Principal
Shareholder prior to the time when it became a Principal Shareholder or
except as a result of a pro rata stock dividend or stock split); and (c)
shall not have acquired any additional shares of Voting Stock or securities
convertible into Voting Stock except as part of the transaction pursuant to
which the Principal Shareholder became a Principal Shareholder.

6. A proxy statement complying with the requirements of the
Securities Exchange Act of 1934, or any similar to superseding federal
statute, as then in effect (whether or not the provisions of such act or
statute shall be applicable to the corporation) shall be mailed to
shareholders of the corporation for the purpose of soliciting approval of
the Business Combination and shall contain therein, in a prominent place, a
detailed statement showing that the Business Combination, if approved by
the shareholders of the corporation, will comply with the terms and
provisions of this Article.

The conditions imposed by this Article shall be in addition to all other
conditions (including, without limitation, the vote of the holders of any class
or series of stock of the corporation) otherwise imposed by law, by any other
Article of these Articles of Incorporation, as amended, by any resolution of the
Board of Directors providing for the issuance of a class or series of stock, or
by any agreement between the corporation and any national securities exchange.

B. For the purpose of this Article, the definitions of "Business
Combination," "Principal Shareholder," "Substantial Part," "Voting Stock," and
"beneficial owner" set forth in Article XIII will apply to this Article.

The "Market Price" of the common stock of the corporation shall be the mean
between the high "bid" and the low "asked" prices of the common stock in the
over-the-counter market on the day on which such value is to be determined or,
if no shares were traded on such day, on the next preceding day on which such
shares were traded, as reported by the National Association of Securities
Dealers Automatic Quotation System ("NASDAQ") or other national quotation
service. If the common stock of the corporation is not regularly traded in the
over-the-counter market but is registered on a national securities exchange, the
market value of the common stock shall mean the closing price of the common
stock on such national securities exchange on the day on which such value is to
be determined or, if no shares were traded on such day, on the next preceding
day on

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which shares were traded, as reported by National Quotation Bureau, Incorporated
or other national quotation service.

C. The provisions of this Article shall not apply to a Business
Combination which was approved by three-quarters (3/4) of those members of the
Board of Directors who were directors prior to the time when the Principal
Shareholder became a Principal Shareholder. The provisions of this Article also
shall not apply to a Business Combination which (a) does not change any
shareholder's percentage ownership in the shares of stock entitled to vote in
the election of directors of any successor of the corporation from the
percentage of the shares of Voting Stock beneficially owned by such shareholder;
(b) provides for the provisions of this Article, without any amendment, change,
alteration, or deletion, to apply to any successor to the corporation; and (c)
does not transfer all or a Substantial Part of the corporation's assets other
than to a wholly-owned subsidiary of the corporation; provided, however, that
nothing contained in this section shall permit the corporation to issue any of
its shares of Voting Stock or to transfer any of its assets to a wholly-owned
subsidiary of the corporation if such issuance of shares of Voting Stock or
transfer of assets is part of a plan to transfer such shares of Voting Stock or
assets to a Principal Shareholder.

D. Nothing contained in this Article shall be construed to relieve a
Principal Shareholder from any fiduciary obligation imposed by law. In
addition, nothing contained in this Article shall prevent any shareholders of
the corporation from objecting to any Business Combination and from demanding
any appraisal rights which may be available to such shareholder under the
Nebraska Business Corporation Act, as such Act may be amended from time to time.

E. No amendment, alteration, change, or repeal of any provision of this
Article may be effected unless it is approved at a meeting of the corporation's
shareholders called for that purpose. Notwithstanding any other provision of
these Articles of Incorporation, the affirmative vote of the holders of not less
than seventy-five percent (75%) of the outstanding shares of Voting Stock and
the affirmative vote of the holders of not less than a majority of the
outstanding shares of Voting Stock held by shareholders other than Principal
Shareholders shall be required to amend, alter, change, or repeal, directly or
indirectly, any provision of this Article.


ARTICLE XV
----------

In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend or
rescind any or all of the By-laws of the corporation.

The By-Laws of the corporation shall not be made, repealed, altered,
amended, or rescinded, either in whole or in part, by the shareholders of the
corporation except by the affirmative vote of the holders of seventy-five
percent (75%) or more of the total voting power of the outstanding shares of
each class of capital stock of the corporation entitled to vote generally, other
than in the election of directors.

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ARTICLE XVI
-----------

Notwithstanding any other provision of these Articles of Incorporation or
of the By-Laws of the corporation (and notwithstanding the fact that some lesser
voting percentage may be specified by law, by these Articles of Incorporation,
or by the By-Laws of the corporation), Article VII (dealing with the number of
directors of the corporation), Article VIII (dealing with the classified board),
Article IX (dealing with the removal of directors), Article X (dealing with
filling vacancies on the Board of Directors and newly created directorships),
Article XI (dealing with the power to call special meetings of the
shareholders), Article XII (dealing with the amount of stock which can be
acquired), Article XIII (dealing with the approval of Business Combinations),
Article XIV (dealing with the Market Price of the stock involved in any
combination), Article XV (dealing with the amendment of By-Laws by directors and
by shareholders), and the provisions set forth in this Article XVI, may not be
repealed or amended in any respect, unless such repeal or amendment is approved
by the affirmative vote of the holders of not less than seventy-five percent
(75%) of all outstanding shares of stock of the corporation entitled to vote
generally, other than in the election of directors, and the affirmative vote of
the holders of not less than a majority of the outstanding shares of stock of
the corporation entitled to vote generally, other than in the election of
directors and other than Principal Shareholders (as defined in Article XIII).


ARTICLE XVII
------------

The corporation reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation, in the manner now or
hereafter prescribed by statute, subject to the provisions of Article XVI, and
all rights conferred upon shareholders herein are subject to this reservation.


ARTICLE XVIII
-------------

The address of the corporation's initial registered office is Commercial
Federal Tower, 2120 South 72nd Street, Omaha, Nebraska 68124, and the name of
the initial registered agent at such address shall be James A. Laphen.

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ARTICLE XIX
-----------

The name and street address of the incorporator who shall direct the
affairs of the corporation until the first meeting of shareholders is as
follows:

NAME ADDRESS
---- -------

Bruce D. Vosburg 1000 Woodmen Tower
Omaha, Nebraska 68102


DATED this 15th day of August, 1983.


/s/ Bruce D. Vosburg
-----------------------------------
Incorporator