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                              AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                        FIRST NATIONAL OF NEBRASKA, INC.

          These are the Amended and Restated Articles of Incorporation of First
National of Nebraska, Inc., adopted pursuant to the Business Corporation Act of
the State of Nebraska in effect on the date hereof and supersede the
corporation's original Articles of Incorporation and all amendments thereto:

          FIRST: The name of the corporation is First National of Nebraska, Inc.

          SECOND: The period of its duration is perpetual.

          THIRD:  The purposes for which the corporation is organized are:  to
acquire, purchase, own, hold, operate, develop, lease, mortgage, pledge,
exchange, sell, invest, transfer, trade, or otherwise deal in real or personal
property, stocks, bonds, securities, choses in action or any interest therein.
The corporation shall have authority to undertake and carry on any lawful
business of any kind whatsoever, and shall have all powers and authorities
granted to a Nebraska business corporation by the laws of the State of Nebraska.
The purposes herein set forth shall each be regarded as independent powers of
the corporation.

          FOURTH:  The aggregate number of shares which the corporation shall
have authority to issue is 346,767 shares of  voting common stock, par value
$5.00 per share.

          FIFTH:  No shareholders of the corporation of any class or series
shall have any preemptive rights to acquire additional or treasury shares of the
corporation or be entitled as a matter of right to subscribe for or to purchase
any shares of any class or series whether now or hereafter authorized.

          SIXTH:  Provisions included in these Amended and Restated Articles of
Incorporation for the regulation of the internal affairs of the corporation are
as follows:

          (a) General - All shares of common stock shall be of one and the same
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class and when issued shall have equal rights of participation in dividends and
assets of the corporation and shall be non-assessable.  The holders of common
stock shall be entitled to one vote for each of the shares of such stock held by
them of record at any meeting of shareholders except when there shall be
cumulative voting in the election of directors as provided below.  The
shareholders shall not be liable for the debts of the corporation.

          (b) Cumulative Voting - In any election of directors of the
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corporation, each shareholder entitled to vote in such election shall be
entitled to cumulate his votes either (i) by giving to one candidate as many
votes as shall equal the number of directors who are to be elected and for whose
election he has a right to vote multiplied by the number of shares owned by such
shareholder, or (ii) by distributing the total number of his votes, computed as
set out above, among any number of candidates.  Any shareholder desiring to
exercise his right of cumulative voting shall give notice thereof to the
Secretary of the corporation in writing delivered at least thirty (30) days
before the meeting at which the vote is to be taken or within five (5) days
after notice of the meeting is mailed, whichever is later, but in no event less
than ten (10) days before the meeting is to be held.  Upon receipt of such
notice, the Secretary shall immediately give written notice to the other
shareholders and such other shareholders shall each have the right to cumulate
their votes  without giving further notice to the Secretary.  All notices
required to be given under this paragraph (b) shall be sent by mail, postage
prepaid, to each shareholder's address as shown in the corporation's current
record of shareholders.

          (c) Board of Directors - The number of directors constituting the
Board of Directors shall be eight (8) on the date of the adoption of these
Amended and Restated Articles of Incorporation and thereafter the number shall
be as set forth in or pursuant to the bylaws of the corporation, but shall not
be less than three (3) nor more than nine (9).  The Board of Directors shall be
divided by the directors into three classes, designated Classes I, II and III,
which shall be as nearly equal in number as possible.  Directors of Class I
shall be elected to hold office for a term expiring at the annual meeting of
shareholders to be held in 1998, directors of Class II shall be elected to hold
office for a term expiring at the annual meeting of shareholders to be held in
1999 and directors of Class III shall be elected to hold office for a term
expiring at the annual meeting of shareholders to be held in 2000.  At each
succeeding annual meeting of shareholders following such initial classification
and election, the respective successors of each class shall be elected for
three-year terms.  The shareholders of the corporation may remove any director
or the entire Board of Directors.

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          (d) Director Nominations - Advance notice of nominations for elections
for the election of directors shall be given in the manner and to the extent
provided in the bylaws of the corporation.

          (e) Director Vacancies - Vacancies in the Board of Directors resulting
from death, resignation, retirement, disqualification, removal from office or
other cause and newly created directorships resulting from any increase in the
authorized number of directors shall be filled in the manner provided in the
bylaws of the corporation.

          (f) Directors and Officers Interest in Contracts - No contract or
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transaction between this corporation and any of its directors and officers, or
between this corporation and any other corporation, firm, association, or other
legal entity in which a director or officer of this corporation has any direct
or indirect interest, pecuniary, or otherwise, shall be invalidated by reason of
such fact, or because the interested director or officer was present at the
meeting of the Board of Directors which acted upon or in reference to such
contract or transaction, or because an interested director participated in such
action, nor shall an interested director or officer be liable to account to the
corporation because or by reason of such interest for any amount realized from
or through any such transaction or contract with the corporation, provided that
such transaction or contract either (i) meets the requirements of Neb. Rev.
Stat. (S)(S) 21-20,114 or 20,115 or (ii) is established to have been fair to the
corporation, judged according to the circumstances at the time of commitment.

          (g) A director of the corporation shall not be liable to the
corporation or its shareholders for money damages for any action taken, or any
failure to take any action, as a director, except liability for (i) the amount
of a financial benefit received by a director to which he or she is not
entitled; (ii) an intentional infliction of harm on the corporation or its
shareholders; (iii) a violation of Neb. Rev. Stat. (S) 21-2096; or (iv) an
intentional violation of criminal law.  If the Business Corporation Act is
amended after the effective date of these Amended and Restated Articles of
Incorporation so as to authorize any further elimination or limitation of the
liability of directors, then the liability of directors of the corporation shall
be so further eliminated or limited.  The corporation shall indemnify every
director of the corporation for liability to any person for any action taken, or
any failure to take any action, as a director to the fullest extent permitted by
law.

          (h) No amendment to or repeal of any part of this Article shall apply
to or have any effect on the liability or alleged liability of any director, or
on the indemnification available to any director or officer, for or with respect
to any acts or omissions occurring prior to such amendment or repeal.

          SEVENTH: The corporation shall maintain a registered office and
registered agent as required by the Business Corporation Act.

          DATED as of the 18th day of June, 1997.


                                    FIRST NATIONAL OF NEBRASKA, INC.,
                                    a Nebraska Corporation



                                    By  /s/ Bruce R. Lauritzen
                                        ----------------------------------
                                        Bruce R. Laurtizen, President


ATTEST:



/s/ F. Phillips Giltner
--------------------------
F. Phillips Giltner
Chairman and Secretary

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