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                 FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER
                                       FOR
                            EQUITABLE FINANCIAL CORP.

                           SECTION 1. CORPORATE TITLE.

         The full corporate title of the MHC subsidiary holding company is
Equitable Financial Corp. (the "Holding Company").

                               SECTION 2. DOMICILE

         The domicile of the Holding Company is in the City of Grand Island, in
the State of Nebraska.

                              SECTION 3. DURATION.

         The duration of the Holding Company is perpetual.

                         SECTION 4. PURPOSE AND POWERS.

         The purpose of the Holding Company is to pursue any or all of the
lawful objectives of a federal mutual holding company chartered under Section
10(o) of the Home Owners' Loan Act, 12 U.S.C. 1467a(o), and to exercise all the
express, implied, and incidental powers conferred thereby and by all acts
amendatory thereof and supplemental thereto, subject to the Constitution and
laws of the United States as they are now in effect, or as they may hereafter be
amended, and subject to all lawful and applicable rules, regulations, and orders
of the Office of Thrift Supervision ("OTS").

                            SECTION 5. CAPITAL STOCK.

         The total number of shares of all classes of the capital stock which
the Holding Company has authority to issue is fifteen million shares
(15,000,000), of which fourteen million shares (14,000,000) shall be common
stock, par value $.01 per share, and of which one million shares (1,000,000)
shall be preferred stock, par value $.01 per share. The shares may be issued
from time to time as authorized by the Board of Directors without the approval
of its shareholders except as otherwise provided in this Section 5 or to the
extent that such approval is required by governing law, rule, or regulation. The
consideration for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par value. Neither promissory notes nor
future services shall constitute payment or part payment for the issuance of
shares of the Holding Company. The consideration for the shares shall be cash,
tangible or intangible property (to the extent direct investment in such
property would be permitted to the Holding Company), labor, or services actually
performed for the Holding Company, or any combination of the foregoing. In the
absence of actual fraud in the transaction, the value of such property, labor,
or services, as determined by the Board of Directors of the Holding Company,
shall be conclusive. Upon payment of such consideration, such shares shall be
deemed to be fully paid and nonassessable. In the case of a stock dividend, that
part of the retained earnings of the Holding Company that is transferred to
common stock or paid-in capital accounts upon the issuance of shares as a stock
dividend shall be deemed to be the consideration for their issuance.


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         Except for the initial offering of shares of the Holding Company, no
shares of capital stock (including shares issuable upon conversion, exchange, or
exercise of other securities) shall be issued, directly or indirectly, to
officers, directors, or controlling persons of the Holding Company (except for
shares issued to the parent mutual holding company) other than as part of a
general public offering or as qualifying shares to a director, unless their
issuance or the plan under which they would be issued has been approved by a
majority of the total votes eligible to be cast at a legal meeting.

         Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share: provided,
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that this restriction on voting separately by class or series shall not apply:

         (i)      To any provision which would authorize the holders of
                  preferred stock, voting as a class or series, to elect some
                  members of the Board of Directors, less than a majority
                  thereof, in the event of default in the payment of dividends
                  on any class or series of preferred stock;

         (ii)     To any provision which would require the holders of preferred
                  stock, voting as a class or series, to approve the merger or
                  consolidation of the Holding Company with another corporation
                  or the sale, lease, or conveyance (other than by mortgage or
                  pledge) of properties or business in exchange for securities
                  of a corporation other than the Holding Company if the
                  preferred stock is exchanged for securities of such other
                  corporation; provided, that no provision may require such
                  approval for transactions undertaken with the assistance or
                  pursuant to the direction of the OTS or the Federal Deposit
                  Insurance Corporation;

         (iii)    To any amendment which would adversely change the specific
                  terms of any class or series of capital stock as set forth in
                  this Section 5 (or in any supplementary sections hereto),
                  including any amendment which would create or enlarge any
                  class or series ranking prior thereto in rights and
                  preferences. An amendment which increases the number of
                  authorized shares of any class or series of capital stock, or
                  substitutes the surviving corporation in a merger or
                  consolidation for the Holding Company, shall not be considered
                  to be such an adverse change.

         A description of the different classes and series (if any) of the
Holding Company's capital stock and a statement of the designations, and the
relative rights, preferences, and limitations of the shares of each class of and
series (if any) of capital stock are as follows:

         A.       Common Stock. Except as provided in this Section 5 (or in any
                  ------------
                  supplementary sections thereto) the holders of the common
                  stock shall exclusively possess all voting power. Each holder
                  of shares of common stock shall be entitled to one vote for
                  each share held by such holder and there shall be no right to
                  cumulate votes in an election of directors.


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                  Whenever there shall have been paid, or declared and set aside
                  for payment, to the holders of the outstanding shares of any
                  class of stock having preference over the common stock as to
                  the payment of dividends, the full amount of dividends and of
                  sinking fund, retirement fund, or other retirement payments,
                  if any, to which such holders are respectively entitled in
                  preference to the common stock, then dividends may be paid on
                  the common stock and on any class or series of stock entitled
                  to participate therewith as to dividends out of any assets
                  legally available for the payment of dividends.

                  In the event of any liquidation, dissolution, or winding up of
                  the Holding Company, the holders of the common stock (and the
                  holders of any class or series of stock entitled to
                  participate with the common stock in the distribution of
                  assets) shall be entitled to receive, in cash or in kind, the
                  assets of the Holding Company available for distribution
                  remaining after: (i) payment or provision for payment of the
                  Holding Company's debts and liabilities; (ii) distributions or
                  provision for distributions in settlement of a liquidation
                  account; and (iii) distributions or provision for
                  distributions to holders of any class or series of stock
                  having preference over the common stock in the liquidation,
                  dissolution, or winding up of the Holding Company. Each share
                  of common stock shall have the same relative rights as and be
                  identical in all respects with all the other shares of common
                  stock.

         B.       Preferred Stock. The Holding Company may provide in
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                  supplementary sections to its charter for one or more classes
                  of preferred stock, which shall be separately identified. The
                  shares of any class may be divided into and issued in series,
                  with each series separately designated so as to distinguish
                  the shares thereof from the shares of all other series and
                  classes. The terms of each series shall be set forth in a
                  supplementary section to the charter. All shares of the same
                  class shall be identical except as to the following relative
                  rights and preferences, as to which there may be variations
                  between different series:

                  (a)      The distinctive serial designation and the number of
                           shares constituting such series;

                  (b)      The dividend rate or the amount of dividends to be
                           paid on the shares of such series, whether dividends
                           shall be cumulative and, if so, from which date(s)
                           the payment date(s) for dividends, and the
                           participating or other special rights, if any, with
                           respect to dividends;

                  (c)      The voting powers, full or limited, if any, of the
                           shares of such series;

                  (d)      Whether the shares of such series shall be redeemable
                           and, if so, the price(s) at which, and the terms and
                           conditions on which, such shares may be redeemed;


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                  (e)      The amount(s) payable upon the shares of such series
                           in the event of voluntary or involuntary liquidation,
                           dissolution, or winding up of the Holding Company;

                  (f)      Whether the shares of such series shall be entitled
                           to the benefit of a sinking or retirement fund to be
                           applied to the purchase or redemption of such shares,
                           and if so entitled, the amount of such fund and the
                           manner of its application, including the price(s) at
                           which such shares may be redeemed or purchased
                           through the application of such fund;

                  (g)      Whether the shares of such series shall be
                           convertible into, or exchangeable for, shares of any
                           other class or classes of stock of the Holding
                           Company and, if so, the conversion price(s) or the
                           rate(s) of exchange, and the adjustments thereof, if
                           any, at which such conversion or exchange may be
                           made, and any other terms and conditions of such
                           conversion or exchange;

                  (h)      The price or other consideration for which the shares
                           of such series shall be issued; and

                  (i)      Whether the shares of such series which are redeemed
                           or converted shall have the status of authorized but
                           unissued shares of serial preferred stock and whether
                           such shares may be reissued as shares of the same or
                           any other series of serial preferred stock.

         Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.

         The Board of Directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series, and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.

         Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the Board of Directors, the
Holding Company shall file with the Secretary to the OTS a dated copy of that
supplementary section of this charter establishing and designating the series
and fixing and determining the relative rights and preferences thereof.

            SECTION 6. CERTAIN PROVISIONS APPLICABLE FOR FIVE YEARS.

         Notwithstanding anything contained in the Holding Company's charter or
bylaws to the contrary, for a period of five years from the date of an initial
minority stock offering of shares of common stock of the Holding Company, the
following provisions shall apply:


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         A.       Beneficial Ownership Limitation.  No person other than
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                  Equitable Financial MHC shall directly or indirectly offer to
                  acquire or acquire the beneficial ownership of more than 10
                  percent of any class of an equity security of the Holding
                  Company. This limitation shall not apply to a transaction in
                  which the Holding Company forms a holding company in
                  conjunction with conversion, or thereafter, if such formation
                  is without change in the respective beneficial ownership
                  interests of the Holding Company's shareholders other than
                  pursuant to the exercise of any dissenter and appraisal
                  rights, the purchase of shares by underwriters in connection
                  with a public offering, or the purchase of shares by a
                  tax-qualified employee stock benefit plan which is exempt from
                  the approval requirements under Section 574.3(c)(1)(vi) of the
                  OTS's Regulations.

                  In the event shares are acquired in violation of this Section
                  6, all shares beneficially owned by any person in excess of 10
                  percent shall be considered "excess shares" and 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
                  matters submitted to the shareholders for a vote.

         For purposes of this Section 6, the following definitions apply:

                  (i)      The term "person" includes an individual, a group
                           acting in concert, a corporation, a partnership, an
                           association, a joint stock company, a trust, any
                           unincorporated organization or similar company, a
                           syndicate or any other group formed for the purpose
                           of acquiring, holding or disposing of the equity
                           securities of the Holding Company.

                  (ii)     The term "offer" includes every offer to buy or
                           otherwise acquire, solicitation of an offer to sell,
                           tender offer for, or request or invitation for
                           tenders of, a security or interest in a security for
                           value.

                  (iii)    The term "acquire" includes every type of
                           acquisition, whether effected by purchase, exchange,
                           operation of law or otherwise.

                  (iv)     The term "acting in concert" means (a) knowing
                           participation in a joint activity or conscious
                           parallel action towards a common goal whether or not
                           pursuant to an express agreement, or (b) a
                           combination or pooling of voting or other interests
                           in the securities of an issuer for a common purpose
                           pursuant to any contract, understanding,
                           relationship, agreement or other arrangement, whether
                           written or otherwise.

         B.       Call for Special Meetings. Special meetings of shareholders
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                  relating to changes in control of the Holding Company or
                  amendments to its charter shall be called only at the
                  direction of the Board of Directors.

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                          SECTION 7. PREEMPTIVE RIGHTS.

         Holders of the capital stock of the Holding Company are not entitled to
preemptive rights with respect to any shares of the Holding Company that may be
issued.

                              SECTION 8. DIRECTORS.

         The Holding Company shall be under the direction of a Board of
Directors. The authorized number of directors, as stated in the Holding
Company's bylaws, shall not be fewer than five nor more than 15 except when a
greater or lesser number is approved by the Director of the OTS, or his or her
delegate.

                        SECTION 9. AMENDMENT OF CHARTER.

         Except as provided in Section 5, no amendment, addition, alteration,
change, or repeal of this charter shall be made, unless such is proposed by the
Board of Directors of the Holding Company, approved by the shareholders by a
majority of the votes eligible to be cast at a legal meeting, unless a higher
vote is otherwise is required, and approved or preapproved by the OTS.


                                         EQUITABLE FINANCIAL CORP.


Attest:


/s/ Joanne Roush Holmes                  /s/ Richard L. Harbaugh
--------------------------               --------------------------------------
Joanne Roush Holmes                      Richard L. Harbaugh
Corporate Secretary                      President and Chief Executive Officer



Attest:                                  OFFICE OF THRIFT SUPERVISION


/s/ Nadine Washington                    By: /s/ John M. Reich
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EFFECTIVE DATE:   11/8/05
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