ARTICLES
OF INCORPORATION





OF





NORTH
CENTRAL BANCSHARES, INC.





THE UNDERSIGNED, for the purpose of
forming a corporation pursuant to Section 201 of the Iowa Business Corporation
Act, does hereby file these Articles of Incorporation of North Central
Bancshares, Inc.





ARTICLE
I





NAME





The name of the corporation is North
Central Bancshares, Inc. (the “Corporation”).





ARTICLE
II





REGISTERED
OFFICE AND AGENT





The address of the registered office of
the Corporation in the State of Iowa is 825 Central Avenue, Fort Dodge, Iowa
50501-1237.  The name of its registered agent at such address is David
M. Bradley.





ARTICLE
III





PURPOSE





The purpose of the Corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the Iowa Business Corporation Act.





ARTICLE
IV





CAPTIAL
STOCK





Section
1.          Shares, Classes
and Series Authorized.The total number of
shares of all classes of capital stock which the Corporation shall have
authority to issue is eighteen million five hundred thousand (18,500,000)
shares, of which three million (3,000,000) shares shall be preferred stock, par
value one cent ($.01) per share (the “Preferred Stock”), and fifteen million
five hundred thousand (15,500,000) shares shall be common stock, par value one
cent ($.01) per share (the “Common Stock”).  The Preferred Stock and
Common Stock are sometimes hereinafter collectively referred to as the “Capital
Stock.”


1





Section
2.          Designations,
Powers, Preferences, Rights, Qualifications, Limitations and Restrictions
Relating to the Capital Stock.The following to a
statement of the designations, powers, preferences and rights in respect of the
classes of the Capital Stock, and the qualifications, limitations or
restrictions thereof, and of the authority with respect thereto expressly vested
in the Board of Directors of the Corporation (the “Board of
Directors”):





(a)           Preferred
Stock.          The
Preferred Stock may be Issued from time to time in one or more series, the
number of shares and any designation of each series and the powers, preferences
and rights of the shares of each series, and the qualifications, limitations or
restrictions thereof, to be as stated and expressed in a resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors, subject to the limitations prescribed by law.  The Board of
Directors in any such resolution or resolutions is expressly authorized to state
for each such series:





(i)           the
voting powers, if any, of the holders of stock of such series in
addition


to any
voting rights affirmatively required by law;





(ii)           the
rights of shareholders in respect of dividends, including, without limitation,
the rate or rates per annum and the time or times at which (or the formula or
other method pursuant to which such rate or rates and such time or times may be
determined) and conditions upon which the holders of stock of such series shall
be entitled to receive dividends and other distributions; and whether any such
dividends shall be cumulative or non-cumulative and, if cumulative, the terms
upon which such dividends shall be cumulative;





(iii)           whether
the stock of each such series shall be redeemable by the Corporation at the
option of the Corporation or the holder thereof, and, If redeemable, the terms
and conditions upon which the stock of such series may be redeemed;





(iv)           the
amount payable and the rights or preferences to which the holders of the stock
of such series shall be entitled upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation;





(v)           the
terms, if any, upon which shares of stock of such series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes or of
any other series of the same or any other class or classes, including the price
or prices or the rate or rates of conversion or exchange and the terms of
adjustment, if any; and





(vi)           any
other designations, preferences, and relative, participating, optional or other
special rights, and qualifications, limitations or restriction thereof, so far
as they are not inconsistent with the provisions of these Articles of
Incorporation and to the full extent now or hereafter permitted by the laws of
the State of Iowa.


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All shares of the Preferred Stock of
any one series shall be identical to each other in all respects, except that
shares of any one series issued at different times may differ or as to the dates
from which dividends thereon, if cumulative, shall be cumulative.





Subject to any limitations or
restrictions stated in the resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting a series, the Board of
Directors may by resolution or resolutions likewise adopted increase: (but not
above the total number of authorized shares of that class) or decrease (but not
below the number of shares of the series then outstanding) the number of shares
of the series subsequent to the issue of shares of that series; and in case the
number of shares of any series shall be so decreased, the shares constituting
the decrease shall resume that stature that they had prior to the adoption of
the resolution originally fixing the number of shares constituting such
series.





(b)           Common
Stock.   All shares of Common Stock shall be identical to
each other in every respect.  The shares of Common Stock shall entitle
the holders thereof to one vote for each share on all matters on which
shareholders have the right to vote.  The holders of Common Stock
shall not be permitted to cumulate their votes for the election of
directors.





Subject to the preferences, privileges
and powers with respect to each class or series of Capital Stock having any
priority over the Common Stock, and the qualifications, limitations or
restrictions thereof, the holders of the Common Stock shall have and posses all
rights pertaining to the Capital Stock.





No holder of shares of Common Stock
shall be entitled as such, as a matter of preemptive right, to subscribe for,
purchase or otherwise acquire any part of any new or additional issue of stock
of any class or series whatsoever of the Corporation, or of securities
convertible into stock of any class or series whatsoever of the Corporation, or
of any warrants or other instruments evidencing rights or options to subscribe
for, purchase or otherwise acquire such stock or securities, whether now or
hereafter authorized or whether issued for cash or other consideration or by way
of dividend.





ARTICLE
V





LIMITATION
ON BENEFICIAL OWNERSHIP OF STOCK





Section
1.          Applicability of
Article.The
provisions of this Article V shall become effective upon (i) the consummation of
the conversion of North Central Bancshares, M.H.C., a mutual holding company
organized under the laws of the United States (“MHC”), from a mutual to a stock
holding company, and (ii) the concurrent acquisition by the Corporation of all
of the outstanding capital stock of First Federal Savings Bank of Fort Dodge,
FSB (the “Bank”) (the “Effective Date”).  All terms used in this
Article V and not otherwise defined herein shall have the meanings ascribed to
such terms in Section 3 of Article VIII, below.


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Section
2.          Prohibitions
Relating to Beneficial Ownership of Voting Stock.No Person (other than
the Corporation, any Subsidiary, or any pension, profit-sharing, stock bonus or
other compensation plan maintained by the Corporation or by a member of a
controlled group of corporations or trades or businesses of which the
Corporation is a member for the benefit of the employees of the Corporation
and/or any Subsidiary, or any trust or custodial arrangement established in
connection with any such plan) shall directly or indirectly acquire or hold the
beneficial ownership of more than ten percent (10%) of the issued and
outstanding Voting Stock of the Corporation.  Any Person so prohibited
who directly or indirectly acquires or holds the beneficial ownership of more
than ten percent (10%) of the issued and outstanding Voting Stock in violation
of this Section 2 shall be subject to the provisions of Sections 3 and 4 of this
Article V, below.  The Corporation is authorized to refuse to
recognize a transfer or attempted transfer, of any Voting Stock to any Person
who beneficially owns, or who the Corporation believes would become by virtue of
such transfer the beneficial owner of, more than ten percent (10%) of the Voting
Stock.





Section
3.          Excess
Shares.  If, notwithstanding the foregoing prohibition, a
Person shall, voluntarily or involuntarily, become or attempt to become the
purported beneficial owner (the “Purported Owner”) of shares of Voting Stock in
excess of ten percent (10%) of the Issued and outstanding shares of Voting
Stock, the number of shares in excess of ten percent (10%) shall be deemed to be
“Excess Shares,” and shall be entitled to cast one hundredth (1 /100) of one
vote per share for each Excess Share.





The restrictions set forth in this
Article V shall be noted conspicuously on all certificates evidencing ownership
of Voting Stock.





Section
4.          Powers of the Board of
Directors.





(a)           The
Board of Directors may, to the extent permitted by law, from time to time
establish, modify, amend or rescind, by Bylaw or otherwise, regulations and
procedures not inconsistent with the express provisions of this Article V for
the orderly application, administration and implementation of the provisions of
this Article V.  Such procedures and regulations shall be kept on file
with the Secretary of the Corporation and with the Transfer Agent, shall be made
available for inspection by the public and, upon request, shall be mailed, to
any holder of Voting Stock of the Corporation.


4


(b)           When
it appears that a particular Person has become a Purported Owner of Excess
Shares in violation of Section 2 of this Article V, or of the rules and
regulations of the Board of Directors with respect to this Article V, and that
the provisions of this Article V require application, interpretation, or
construction, then a majority of the directors of the Corporation shall have the
power and duty to interpret all of the terms and provisions of this Article V,
and to determine on the basis of information known to them after reasonable
inquiry all facts necessary to ascertain compliance with this Article V,
including, without limitation, (i) the number of shares of Voting Stock
beneficially owned by any Person or Purported Owner, (ii) whether a Person or
Purported Owner is an Affiliate or Associate of, or is acting in concert with,
any other Person or Purported Owner, (iii) whether a Person or Purported Owner
has an agreement, arrangement, or understanding with any other Person or
Purported Owner as to the voting or disposition of any shares of the Voting
Stock, (iv) the application of any other definition or operative provision of
this Article V to the given facts, or (v) any other matter relating to the
applicability or effect of this Article V.





The Board of Directors shall have the
right to demand that any Person who is reasonably believed to be Purported Owner
of Excess Shares (or who holds of record Voting Stock beneficially owned by any
Person reasonably believed to be a Purported Owner in excess of such limit)
supply the Corporation with complete information as to (i) the record owner(s)
of all shares of Voting Stock beneficially owned by such Person or Purported
Owner, and (ii) any other factual matter relating to the applicability or effect
of this Article V as may reasonably be requested of such Person or Purported
Owner.





Any applications, interpretations,
constructions or any other determinations made by the Board of Directors
pursuant to this Article V; in good faith and on the basis of such information
and assistance as was then reasonably available for such purpose, shall be
conclusive and binding upon the Corporation and its shareholders and neither the
Corporation nor any of its shareholders shall have the right to challenge any
such construction, application, or determination.





Section
5.          Severability.  In
the event any provision (or portion thereof) of this Article V shall be found to
be invalid, prohibited or unenforceable for any reason, the remaining provisions
(or portions thereof) of this Article V shall remain in full force and effect,
and shall be construed as if such invalid, prohibited or unenforceable provision
had been stricken here from or otherwise rendered inapplicable, it being the
intent of this Corporation and its shareholders that each such remaining
provision (or portion thereof) of this Article V remain, to the fullest extent
permitted by law, applicable and enforceable as to all shareholders, including
Purported Owners, if any, notwithstanding any such finding.





Section
6.          Exclusions.  This
Article V shall not apply to (a) any offer or sale with a view towards public
resale made exclusively by the Corporation to any underwriter or underwriters
acting on behalf of the Corporation, or to the selling group acting on such
underwriter’s or underwriters’ behalf, in connection with a public offering of
the Common Stock; or (b) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction or reorganization that does not have the effect, directly or
indirectly, of changing the beneficial ownership interests of the Corporation’s
shareholders, other than pursuant to the exercise of any dissenters’ appraisal
rights, except as a result of immaterial changes due to fractional share
adjustments, which changes do not exceed, in the aggregate, one percent (1%) of
the issued and outstanding shares of such class of equity or convertible
securities.


5





ARTICLE
VI





BOARD
OF DIRECTORS





Section
1.          Number of
Directors.The initial number of
directors of the Corporation shall be six.  By amendments to the
Bylaws, the Board of Directors may increase or decrease by thirty (30) percent
or less the number of directors last approved by the
shareholders.  Only the shareholders may increase or decrease by more
than thirty (30) percent the number of directors last approved by the
shareholders.  Notwithstanding Article XI, any shareholder vote to
increase or decrease the number of directors will requite the affirmative vote
of not less than eighty percent (80%) of the total number of votes eligible to
be cost by the holders of all of outstanding shares of Capital Stock entitled to
vote thereon.





Section
2.          Classification of
Board.  Subject to the rights of any holders of any series of
Preferred Stock that may be issued by the Corporation pursuant to a resolution
or resolutions of the Board of Directors providing for such issuance, the
directors of the Corporation shall be divided into three classes with respect to
term of office, each class to contain, as near as may be possible, one-third of
the entire number of the Board, with the terms of office of one class expiring
each successive year.  One class of directors shall be initially
elected for a term expiring at the annual meeting of shareholder to be held in
1996, another class shall be initially elected for a term expiring at the annual
meeting of shareholders to be held in 1997, and another class shall be initially
elected for a term expiring at the annual meeting of shareholder to be held in
1998.  At each annual meeting of shareholders, the successors to the
class of directors (other than directors elected by holders of shares of one or
more series of Preferred Stock) whose term expires at that time shall be elected
by the shareholders to serve until the annual meeting of shareholders held three
years next following and until their successors shall be elected and
qualified.





In the event of any intervening changes
in the authorized number of directors (other than directors elected by holders
of shares of one or more series of Preferred Stock), the Board of Directors
shall designate the class or classes to which the increases or decreases in
directorships shall be apportioned and may designate one or more directorships
as directorships of another class in order more nearly achieve equality of
number of directors among the classes; provided, however, that no
such apportionment or redesignation shall shorten the term of any incumbent
director.





Unless and to the extent that the
Bylaws so provide, elections of directors need not be by written
ballot.




6


Section
3.          Vacancies.  Subject
to the limitations prescribed by law and these Articles of Incorporation, all
vacancies in the office of director, including vacancies created by newly
created directorships resulting from an increase in the number of directors
(subject to the provisions of Article VI, Section 5 hereof relating to directors
elected by holders of one or more series at Preferred Stock), shall be filled
only by a vote of a majority of the directors then holding office, whether of
not a quorum, and any director so elected shall serve for the remainder of the
full term, or the class of directors in which new directorship was created or
the vacancy occurred and until his successor shall be elected and
qualified.





Section
4.          Removal of
Directors.Any or all of the
directors (subject to the provisions of Article VI, Section 5 hereof relating to
directors elected by holders of shares of one or more series of Preferred Stock
may be removed at any time, but only for cause and any such removal shall
require the vote, in addition to any rule required by law, of not less than
eighty percent (80%) of the total votes eligible to be cast by the holders of
all outstanding shares of Capital Stock entitled to vote generally in the
election of directors at a meeting of shareholders expressly called for that
purpose.  For purposes of this Section 4, conduct worthy of removal
for “cause” shall include (a) conduct as a director of the Corporation or any
Subsidiary of the Corporation, which conduct involves willful material
misconduct or breath of fiduciary duty involving personal pecuniary gain or
gross negligence in the performance of duties, (b) conduct, whether or not as a
director of the Corporation or a Subsidiary of the Corporation, which conduct
involves dishonesty or breach of fiduciary duty and is punishable by
imprisonment for a term exceeding one year under state or federal law or (c)
removal of such person from the Board of Directors of the Bank, if such person
is so serving, in accordance with the Federal Stock Charter and Bylaws of the
Bank.





Section
5.          Directors Elected
by Preferred Shareholders.  Notwithstanding anything set forth
in these Articles of Incorporation to the contrary, the qualifications, term of
office and provisions governing vacancies, removal and other matters pertaining
to directors elected by holders of one or more series of Preferred Stock shall
be as set forth in a resolution or resolutions adopted by the Board of Directors
setting forth the designations, preferences and rights relating to any such
series of Preferred Stock pursuant to Article IV, Section 2 hereof.





Section
6.          Evaluation of
Acquisition Proposals.  The Board of Directors of the
Corporation, when evaluating any offer to the Corporation or to the shareholders
of the Corporation from another party to (a) purchase for cash, or exchange any
securities or property for, any outstanding equity securities of the
Corporation, (b) merge or consolidate the Corporation with another corporation
or (c) purchase or otherwise acquire all or substantially all of the properties
and assets of the Corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interest of the Corporation and its
shareholders, give due consideration to the extent permitted by law not only to
the price or other consideration being offered, but also to all other relevant
factors including, without limitation, the long-term as well as the short-term
interests of the Corporation and its shareholders, including the possibility
that those interests may be best served by the continued independence of the
Corporation which includes the financial and managerial resources and future
prospects of the other party, the possible effects on the business of the
Corporation and its subsidiaries and on the employees, customers, suppliers and
creditors of the Corporation and its Subsidiaries and the effects on the
communities in which the Corporation’s and its Subsidiaries’ facilities are
located.




7




Section
7.          Power to Call
Special Meeting of Shareholders.  Special meetings of
shareholders, for any purpose, may be called at any time only by resolution of
at least three-fourths of the entire Board of Directors of the Corporation, by
the Chairman of the Board, by the President or as provided by the Iowa Business
Corporation Act.  At a special meeting, no business shall be
transacted and no corporation action shall be taken other than that stated in
the notice of the meeting prescribed by the Bylaws of the
Corporation.





ARTICLE
VII





ACTION
BY SHAREHOLDERS WITHOUT A MEETING





Shareholders may not authorize any
corporate action or consent to any action except at a special or annual meeting
of shareholders.  Shareholders are expressly denied any right they may
otherwise have to act by written consent without a meeting pursuant to Section
704 of the Iowa Business Corporation Act.


8


ARTICLE
VIII





CERTAIN
BUISINESS COMBINATIONS





Section
1.          Higher Vote
Required for Certain Business Combinations.  In addition to any
affirmative vote required by law, by these Articles of Incorporation, or by the
provisions of any series of Preferred Stock that may at the time be outstanding,
and except as otherwise expressly provided for in Section 2 of this Article
VIII, any Business Combination, as hereinafter defined, shall require the
affirmative vote of not less than eighty percent (80%) of the total number of
votes eligible to be cast by the holders of all outstanding shares of Voting
Stock, voting together as a single class (it being understood that for purposes
of this Article VIII each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article IV and Article V of these Articles of
Incorporation or in any resolution or resolutions of the Board of Directors for
issuance of shares of Preferred Stock), together with the affirmative vote of at
least fifty percent (50%) of the total number of votes eligible to be cast by
the holders of all outstanding shares of the Voting Stock not beneficially owned
together as a single class.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.





Section
2.          When a Higher
Vote is Not Required.  The provisions of Section 1 of this
Article VIII shall not be applicable to any particular Business Combination, and
such Business Combination shall require only such affirmative vote as is
required by law or any other provision of these Articles of Incorporation, if
the Business Combination shall have been approved by a majority of the
Disinterested Directors then in office or if all of the conditions specified in
the following subsections (a) through (g) are met:




(a) The
aggregate amount of the cash and the Fair Market Value to of
the Consummation
Date of consideration other than cash to be received per share by
holders of Common
Stock in such Business Combination shall be at least equal to the higher
of the
following:





(i) (if
applicable) the highest per share price (including any brokerage commissions,
transfer taxes, soliciting dealers’ fees, dealer-management compensation, and
other expenses, including, but not limited to, costs of newspaper
advertisements, printing expenses and attorneys’ fees) paid by the Interested
Shareholder for any shares of Common Stock acquired by it (A) within the two
year period immediately prior to the Announcement Date, or (B) in the
transaction in which it became an Interested Shareholder, whichever is higher,
plus interest compounded annually from the Determination Date through the
Consummation Date at the prime rate of interest of Citibank, N. A. (or other
major bank headquartered in New York City selected by a majority of the
Disinterested Directors then in office) from time to time in effect in New York
City, less the aggregate amount of any cash dividends paid and the Fair Market
Value of any dividends paid, other than in cash, per share of Common Stock from
the Determination Date through the Consummation Date in an amount up to but not
exceeding the amount of such interest payable per share of Common Stock;
or




9




(ii) the Fair
Market Value per share of Common Stock on the Announcement Date or
on the Determination Date, whichever is higher.





(b)       
  The aggregate amount of the cash and the Fair Market Value as of the
Consummation Date of consideration other than cash to be received per share by
holders of shares of any class of series of outstanding Voting Stock, other than
Common Stock, in such Business Combination shall be at least equal to the
highest of the following (such requirement being applicable to each such class
or series of outstanding Voting Stock, whether or not the interested Shareholder
has previously acquired any shares or such class or series of Voting
Stock):





(i)      
    (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes, soliciting dealers’ fees,
dealer-management compensation, and other expenses, including, but not limited
to, costs of newspaper advertisements, printing expenses and attorneys’ fees)
paid by the Interested Shareholder for any shares of such class or series of
Voting Stock acquired by it (A) within the two year period immediately prior to
the Announcement Date, or (B) in the transaction in which it became in
Interested Shareholder, whichever is higher, an interest compounded annually
from the Determination Date through the Consummation Date at the prime rate of
interest of Citibank, N.A. (or other major bank headquartered in New York City
selected by a majority of the Disinterested Directors then in office) from time
to time in effect in New York City, less the aggregate amount of any cash
dividends paid, and the Fair Market Value of any dividends paid other than in
cash, per share of such class or series of Voting Stock from the Determination
Date through the Consummation Date in an amount up to but not exceeding the
amount of such interest payable per share of such class or series of Voting
Stock;





(ii)      
   (if applicable) the highest preferential amount per share to
which the holders of shares of such class or series of Voting Stock are entitled
in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation; or





(iii)      
  the Fair Market Value per share of such class of series of Voting
Stock on the Announcement Date or on the Determination Date, whichever is
higher.





(c)      
   The consideration to be received by holders of any particular
class or series of outstanding Voting Stock (including Common Stock) in such
Business Combination shall be in cash or in the same form as the Interested
Shareholder has previously paid for shares of such class or series of Voting
Stock.  If the Interested Shareholder has paid for shares of any class
or series of Voting Stock with varying forms of consideration, the form of
consideration for such class or series of Voting Stock in such Business
Combination shall be either cash or the form used to acquire the largest number
of shares of such class or series of Voting Stock previously acquired by
it.




10




(d)     
    The holders of all outstanding shares of Voting Stock
not beneficially owned by the Interested Shareholder Immediately prior to the
Consummation Date shall be entitled to receive in such business Combination cash
or other consideration for their shares in compliance with subsections (a), (b)
and (c) of this Section 2.





(e) After the
Determination Date and prior to the Consummation Date:





(i)         
 except as approved by a majority of the Disinterested Directors then in
office, there shall have been no failure to declare and pay, or set aside for
payment, at the regular date therefore any full quarterly dividends (whether or
not cumulative) on any outstanding Preferred Stock;





(ii)      
   there shall have been (A) no reduction in the annual rate of
dividends paid on the Common Stock (except as necessary to reflect any
subdivision of the Common Stock), except as approved by a majority of the
Disinterested Directors then in office, and (B) an increase in such annual rate
of dividends as necessary to reflect any reclassification (including any reverse
stock split), recapitalization, reorganization or any similar transaction that
has the effect of reducing the number of outstanding shares of the Common Stock,
unless the failure so to increase such annual rate is approved by a majority of
the Disinterested Directors then in office; and





(iii)    
    Such Interested Shareholder shall not have become the
beneficial owner of any additional shares of Voting Stock except (a) as part of
the transaction that results in such Interested Shareholder becoming an
interested shareholder, (b) as the result of a stock dividend paid by the
Corporation or (c) upon the exercise or conversion of securities of the
Corporation issued pro rate to all holders of Common Stock which are exercisable
for or convertible into shares of Voting Stock.





(f) 
        After the Determination Date,
the Interested Shareholder shall not have received the benefit, directly or
indirectly (except proportionately as a shareholder), of any loans, advances,
guarantees, pledges or other financial assistance or any tax credits or other
tax advantages provided by or through the Corporation or an Affiliate of the
Corporation, whether in anticipation of or in connection with such Business
Combination or otherwise.




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(g)         A
proxy or information statement describing the proposed Business Combination in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, whether or not the Corporation is then subject to such requirements,
and the rules and regulations thereunder (or any subsequent provisions replacing
such Act, rules or regulations) shall be mailed to shareholders of the
Corporation at least thirty (30) days prior to the consummation of such Business
Combination (whether or not such proxy or information statement is required to
be mailed pursuant to such Act or subsequent provisions).  The first
page of such proxy or information statement shall prominently display the
recommendation, if any; that a majority of the Disinterested Directors then in
office may choose to make to the holders of Voting Stock regarding the proposed
Business Combination.  Such proxy or information statement shall also
contain, if a majority of the Disinterested Directors then in office so
requests, an opinion of a reputable investment banking firm (which firm shall be
engaged solely on behalf of the shareholders of the Corporation other than the
Interested Shareholder and shall be selected by a majority of the Disinterested
Directors then in office, furnished with all information it reasonably requests,
and paid a reasonable fee for its services by the Corporation upon the
Corporation’s receipt of such opinion) as to the fairness (or lack of fairness)
of the terms of the proposed Business Combination from the point of view of the
holders of Voting Stock other than the interested Shareholder.




Section
3.          Definitions.   For
purposes of this article VIII, the following terms shall have the following
meanings:





(a)          “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b 2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, as in effect on the date of filing by the Secretary of
State of the State of Iowa of these Articles of Incorporation, whether or not
the Corporation was then subject to such rule.





(b)          “Announcement
Date” shall mean the date of the first public announcement of the proposal of
the Business Combination.





(c)          A
person shall be deemed the “beneficial owner,” or to have “beneficial
ownership,” of any shares of Voting Stock that:





(i)           such
Person or any of its Affiliates or Associates beneficially owns, directly or
indirectly; or





(ii)          such
Person or any of its Affiliates or Associates, directly or indirectly, 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 (but a Person shall not be deemed to be the beneficial owner of
any Voting Stock solely by reason of an agreement, arrangement or understanding
with the Corporation to effect a Business Combination) or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or (B)
the right to vote, or to direct the vote of, pursuant to any agreement,
arrangement or understanding; or




12




(iii)         Is
beneficially owned, directly or indirectly, by any other Person with which such
first mentioned Person or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of Voting Stock; provided, however;that no
director or officer of the Corporation (nor any Affiliate or Associate of any
such director or officer) (y) shall, solely by reason of any or all of such
directors or officers acting in their capacities as such, be deemed, for any
purposes hereof, to beneficially own any Voting Stock of the Corporation
beneficially owned by any other such director or officer (or any Affiliate or
Associate thereof) or (z) shall be deemed to beneficially own any Voting Stock
of the Corporation owned by any person, profit-sharing, stock bonus or other
compensation plan maintained by the Corporation or by a member of a controlled
group of corporations or trades or businesses of which the corporation is a
member for the benefit of employees of the Corporation and/or any Subsidiary, or
any trust or custodial arrangement established in connection with any such plan,
not specifically allocated to such Person’s personal account.





(d) The term
“Business Combination” shall mean any transaction that is referred to in any one
or more of the following paragraphs (i) through (vi):





(i)           any
merger or consolidation of the Corporation or any Subsidiary (other than a
merger pursuant to Section 253 of the Iowa Business Corporation Act) with (A)
any Interested Shareholder, or (B) any other entity (whether or not such other
entity is itself an Interested Shareholder) which is, or after such merger or
consideration would be, an Affiliate or Associate of any Interested Shareholder;
or





(ii)          any
sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any Interested Shareholder
or any Affiliate or Associate of any Interested Shareholder of any assets of the
Corporation or any Subsidiary having an aggregate Fair Market Value equal to
five percent (5%) or more of the total assets of the Corporation or the
Subsidiary in question, as of the end of its most recent fiscal year ending
prior to the time the determination is being made; or





(iii)         the
issuance or transfer by the Corporation or any Subsidiary (in one transaction or
a series of transactions) of any securities of the Corporation or any Subsidiary
to any Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder other than (A) on a pro rate basis to all holders of Voting Stock,
(B) in connection with the exercise or conversion of securities issued pro rate
that are exercisable for, or convertible into, securities of the Corporation of
any Subsidiary of the Corporation or (C) the issuance or transfer of such
securities having an aggregate Fair Market Value equal to less than one percent
(1%) of the aggregate Fair Market Value of all the outstanding Capital Stock;
or





(iv)         the
adoption of any plan or proposal for the liquidation or dissolution of the
Corporation proposed by or on behalf of any Interested Shareholder or any
Affiliate or Associate of any Interested Shareholder; or





(v)         any
reclassification of securities (including any reverse stock split), or
recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other transaction (whether or
not with or into or otherwise involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class or series of equity or convertible securities of
the Corporation or any Subsidiary that is directly or indirectly owned by any
Interested Shareholder or any Affiliate or Associate of any interested
Shareholder, except as a result of immaterial changes due to tractional share
adjustments, which changes do not exceed, in the aggregate, 1% of the issued and
outstanding shares of such class or series at equity or convertible securities;
or




13




(vi)         the
acquisition by the Corporation or a Subsidiary of any securities of an
Interested Shareholder or its Affiliates or Associates.





(e)          “Consummation
Date” shall mean the date of the consummation of the Business
Combination.





(f)           “Determination
Date” shall mean the date on which the Interested Shareholder became an
Interested Shareholder.





(g)          “Disinterested
Director” shall mean any member of the Board of Directors of the Corporation who
is not an Affiliate or Associate of, or otherwise affiliated with, the
Interested Shareholder and who either was a member of the Board of Directors
prior to the Determination Date or was recommended for election by a majority of
the Disinterested Directors in office at the time such director was nominated
for election.





(h)          “Fair
Market Value” shall mean (i) in the case of stock, the highest closing price
during the 30-day period immediately preceding the date in question of a share
of such stock on the Composite Tape for New York Stock Exchange listed stocks,
or, if such stock is not quoted on the Composite Tape, the New York Stock
Exchange, or, if such stock is not listed on such Exchange on the principal
United States securities exchange registered under the Securities Exchange Act
of 1934, as amended, on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question on
the Nasdaq Stock Market or any system then in use, or if no such quotation is
available, the fair market value on the date in question of a share of such
stock as determined in good faith by a majority of the Disinterested Directors
then in office, in each case with respect to any class of stock appropriately
adjusted for any dividend or distribution in shares of such stock or any stock
split or reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or reclassification of
outstanding shares of such stock into a smaller number of shares of such stock;
and (ii) in the case of property other than cash or stock, the fair market value
of such property on the date in question as determined in good faith by a
majority of the Disinterested Directors then in office.





(i)           References
to “highest per share price” shall in each case with respect to any class of
stock reflect an appropriate adjustment for any dividend or distribution in
shares of such stock or any stock split or reclassification of outstanding
shares of such stock into a greater number of shares of such stock or any
combination or reclassification of outstanding shares of such stock into a
smaller number of shares of such stock.




14




(j)           “Interested
Shareholder” shall mean any Person (other than the Corporation, any Subsidiary,
or any pension, profit-sharing, stock bonus or other compensation plan
maintained by the Corporation or by a member of a controlled group of
corporations or trades or businesses of which the corporations is a member for
the benefit of employees of the Corporation and/or any Subsidiary, or any trust
or custodial arrangement established in connection with any such plan) who or
which:





(i)           is
the beneficial owner of ten percent (10%) or more of the Voting Stock;
or





(ii)          is
an Affiliate or Associate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial owner of ten
percent (10%) or more of the then outstanding Voting Stock; or





(iii)         is
an assignee of or has otherwise succeeded to any shares of Voting Stock that
were at any time within the two-year period immediately prior to the date in
question beneficially owned by any other Interested Shareholder, if such
assignment or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning of the
Securities Act of 1933, as amended, and not executed on any exchange or in the
over-the-counter market through a registered broker or dealer.





In
determining whether a Person is an Interested Shareholder pursuant to this
subsection (j), the number of shares or Voting Stock deemed to be outstanding
shall include shares deemed owned through application of subsection (c) of this
Section 3 but shall not include any other shares of Voting Stock that may be
issueable pursuant to any agreement, arrangement or understanding or upon
exercise of conversion rights, warrants or options, or otherwise.





(k)          “Person”
shall mean any corporation, partnership, trust, unincorporated organization or
association, syndicate, any other entity or a natural person, together with any
Affiliate or Associate of such person or any other person acting in concert with
such person.





(l)           “Subsidiary”
shall mean any corporation or entity of which a majority of any class or series
of equity securities is owned, directly or indirectly, by the Corporation; provided, however, that for
the purposes of the definition of Interested Shareholder set forth in subsection
(j) of this Section 3, the term “Subsidiary” shall mean only a corporation or
entity of which a majority of each class or series of voting securities is
owned, directly or indirectly, by the Corporation.





(m)         “Voting
Stock” shall mean all of the outstanding shares of Capital Stock entitled to
vote generally in the election at directors.




15




Section
4.          Powers of the
Disinterested Directors.  When it appears that a particular
Person may be an Interested Shareholder and that the provisions of the Article
VIII need to be applied or interpreted, then a majority of the directors of the
Corporation who would qualify as Disinterested Directors shall have the power
and duty to interpret all of the terms and provisions of this Article VIII, and
to determine on the basis of information known to them after reasonable inquiry
of all facts necessary to ascertain compliance with this Article VIII,
including, without limitation, (a) whether a Person is an Interested
Shareholder, (b) the number of shares of Voting Stock beneficially owned by any
Person, (c) whether a Person is an Affiliate or Associate of another, (d) the
Fair Market Value of (i) the assets that are the subject of any Business
Combination, (ii) the securities to be issued or transferred by the Corporation
or any Subsidiary in any Business Combination, (iii) the consideration other
than cash to be received by holders of shares of any class or series of Common
Stock or Voting Stock other than Common Stock in any Business Combination, (iv)
the outstanding Capital Stock, or (v) any other item in the Fair Market Value of
which requires determination pursuant to this Article VIII, and (e) whether all
of the applicable conditions set forth in Section 2 of this Article VIII have
been met with respect to any Business Combination.





Any
constructions, applications, or determinations made by the Board of Directors or
the Disinterested Directors pursuant to this Article VIII, in good faith and on
the basis of such information and assistance as was then reasonably available
for such purpose, shall be conclusive and binding upon the Corporation and its
shareholders, and neither the Corporation nor any of its shareholders shall have
the right to challenge any such construction, application or
determination.





Section
5.          Effect on
Fiduciary Obligations of Interested Shareholders.  Nothing
contained in this Article VIII shall be construed to relieve any Interested
Shareholder from any fiduciary obligations imposed by law.





Section
6.          Amendment,
Repeat, Etc.  Notwithstanding any other provisions of these
Articles of Incorporation or the Bylaws (and notwithstanding the fact that a
lesser percentage may be specified by law, these Articles of Incorporation or
the Bylaws of the Corporation), in addition to any affirmative vote required by
applicable law and any voting rights granted to or held by holders of Preferred
Stock, any amendment, alteration, repeat or rescission of any provision of this
Article VIII must also be approved by either (i) a majority of the Disinterested
Directors, or (ii) the affirmative vote of not less than eighty percent (80%) of
the total number of votes eligible to be cast by the holders of all outstanding
shares of the Voting Stock, voting together as a single class, together with the
affirmative vote of not less than fifty percent (50%) of the total number of
votes eligible to be cast by the holders of all outstanding shares of the Voting
Stock not beneficially owned by any Interested Shareholder or Affiliate or
Associate thereof, voting together as a single class.


16


ARTICLE
IX





LIMITATION
OF DIRECTOR LIABILITY





A director of the Corporation shall not
be personally liable to the Corporation of its shareholders for monetary damages
for breach of fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is expressly prohibited by Section 832 of
the Iowa Business Corporation Act as the same exists or may hereafter be
amended.





Any amendment, termination or repeal of
this Article IX or any provisions hereof shall not adversely affect or diminish
in any way any right or protection of a director of the Corporation existing
with respect to any act or omission occurring prior to the time of the final
adoption of such amendment, termination or repeal.





In Addition to any requirements of law
or of any other provisions of these Articles of Incorporation, the affirmative
vote of the holders of not less than eighty percent (80%) of the total number of
votes eligible to be cast by the holders of all outstanding shares of Capital
Stock entitled to vote thereon shall be required to amend, alter, rescind or
repeal any provision of this Article IX.





ARTICLE
X





INDEMNIFICATION





Section
1.          Actions, Suits or Proceedings Other
than by or in the Right of the Corporation.  To the fullest
extent permitted by the Iowa Business Corporation Act, the Corporation shall
indemnify any person who is or was or has agreed to become a director or officer
of the Corporation who was or is made a party to or is threatened to be made a
party to any threatened, pending or complete action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was or
has agreed to become a director or officer of the Corporation, or is or was
serving or has agreed to serve at the written request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such capacity, and
the Corporation may indemnify any other person who is or was or has agreed to
become an employee or agent of the Corporation who was or is made a party to or
is threatened to be made a party to any threatened, pending or completed action,
suit or Proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was or has agreed to become an employee or agent of
the Corporation, or is or was serving or has agreed to serve at the written
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including attorney’s
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her or on his or her behalf in connection with such action,
suit or proceeding and any appeal therefrom, if he or she acted in good faith
and in a manner he or she 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 or her conduct was
unlawful.  The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in,
or not opposed to, the heat interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
or her conduct was unlawful.  Notwithstanding anything contained in
this Article X, the Corporation shall not be obligated to indemnify any director
or officer in connection with an action, suit or proceeding, or part thereof,
initiated by such person against the Corporation unless such action, suit or
proceeding, or part thereof, was authorized or consented to by the Board of
Directors.




17




Section
2.          Action or Suits by or in the Right of
the Corporation.  To the fullest extent permitted by the Iowa
Business Corporation Act, the Corporation shall Indemnify any person who is or
was or has agreed to become a director or officer of the Corporation who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Corporation, or is or was serving
or has agreed to serve at the written request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted in such capacity, and the
Corporation may indemnify any other person who is or was or has agreed to become
an employee or agent of the Corporation who was or is made a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was or has agreed to become an employee
or agent of the Corporation, or is or was serving or has agreed to serve at the
written request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, against costs, charges and expenses (including
attorneys’ fees) actually and reasonably incurred by him or her or on his or her
behalf in connection with the defense or settlement of such action or suit and
any appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the Corporation unless and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the court shall deem
proper.  Notwithstanding anything contained in this Article X, the
Corporation shall not be obligated to indemnify any director or officer in
connection with an action or suit, or part thereof, initiated by such person
against the Corporation unless such action or suit, or part thereof, was
authorized or consented to by the Board of Directors.




18




Section
3.          Indemnification for Costs, Charges
and Expenses of a Successful Party.  To the extent that a
director, officer, employee or agent of the Corporation has been successful, on
the merits or otherwise (including, without limitation, the dismissal of an
action without prejudice), in defense of any action, suit or proceeding referred
to in Section 1 or 2 of this Article X, or in defense of any claim, issue or
matter therein, such person shall be indemnified against all costs, charges and
expenses (including attorneys’ fees) actually and reasonably incurred by such
person or on such person’s behalf in connection therewith.





Section
4.          Indemnification for Expenses of a
Witness.  To the extent that any person who is or was or has
agreed to become a director or officer of the Corporation is made a witness to
any action, suit or proceeding to which he or she is not a party by reason of
the fact that he or she was, is or has agreed to become a director or officer of
the Corporation, or is or was serving or has agreed to serve as a director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise, at the written
request of the Corporation, such person shall be indemnified against all costs,
charges and expenses actually and reasonably incurred by such person or on such
person’s behalf in connection therewith.





To the extent that any person who is or
was or has agreed to become an employee or agent of the Corporation is made a
witness to any action, suit or proceeding to which he or she is not a party by
reason of the fact that he or she was, is or has agreed to become an employee or
agent of the corporation, or is or was serving or has agreed to serve as a
director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise, at the
written request of the Corporation, such person may be indemnified against all
costs, charges and expenses actually and reasonably incurred by such person or
on such person’s behalf in connection therewith.





Section
5.          Determination of Right to
Indemnification.  Any indemnification under Section 1 or 2 of
this Article X (unless ordered by a court) shall be made, if at all, by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper under the
circumstances because he or she has met the applicable standard of conduct set
forth in Section 1 or 2 of this Article X.  Any indemnification under
Section 4 of this Article X (unless ordered by a court) shall be made, if at
all, by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper under the circumstances.  At the election of the Board of
Directors, such determinations shall be made (a) by a majority vote of
directors, who were not parties to such action, suit or proceeding even though
less than a quorum, or (b) if there are no such directors or if such directors
so direct, by independent legal counsel in a written opinion, or (c) by the
shareholders.  To obtain Indemnification under this Article X, any
person referred to in Section 1, 2, 3 or 4 of this Article X shall submit to the
Corporation a written request including therewith such documents as are
reasonably available to such person and are reasonably necessary to determine
whether and to what extent such person is entitled to
indemnification.




19




Section
6.          Advancement of Costs, Charges and
Expenses.  Cost, charges and expenses (including attorneys’
fees) incurred by or on behalf of a director or officer in defending a civil or
criminal action, suit or proceeding referred to in Section 1 or 2 of this
Article X shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding; provided, however, that the
payment of such costs, charges ad expenses incurred by or on behalf of a
director or officer in advance of the final disposition of such action, suit or
proceeding shall be made only upon receipt of a written undertaking by or on
behalf of the director or officer to repay all amounts so advanced in the event
that it shall ultimately be determined that such director or officer is not
entitled to be indemnified by the Corporation as authorized in this Article X or
by law. No security shall be required for such undertaking and such undertaking
shall be accepted without reference to the recipient’s financial ability to make
repayment.  The majority of the directors who were not parties, to
such action, suit or proceeding may, upon approval of such director or officer
of the Corporation, authorize the Corporation’s counsel to represent such
person, in any action, suit or proceeding, whether or not the Corporation is a
party to such action, suit or proceeding.





Section
7.          Procedure for
Indemnification.  Any indemnification under Section 1, 2, 3, or
4 of this Article X or advancement of costs, charges and expenses under Section
6 of this Article X shall be made promptly, and in any event within sixty (60)
days (except indemnification to be determined by shareholders which will be
determined at the next annual meeting of shareholders), upon the written request
of the director or officer.  The right to indemnification or
advancement of expenses as granted by this Article X shall be enforceable by the
director, officer, employee or agent in any court of competent jurisdiction, if
the Corporation denies such request, in whole or in part, or if no disposition
of such request is made within sixty (60) days of the request.  Such
person’s costs, charges and expenses incurred in connection with successfully
establishing his or her right to indemnification or advancement, to the extent
successful, in any such action shall also be indemnified by the
Corporation.  It shall be a defense to any such action (other than an
action brought to enforce a claim for the advancement of costs, charges and
expenses under Section 6 of this Article X where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Section 1 or 2 of this Article X, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its directors, its independent legal counsel and
its shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Section 1 or 2 of this Article X, nor the fact that there has been an actual
determination by the Corporation (including its Directors, its independent legal
counsel and its shareholders) that the claimant has not met such applicable
standard of conduct shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.




20




Section
8.          Settlement.  The
Corporation shall not be obligated to reimburse the costs, charges and expenses
of any settlement to which it has not agreed.  If in any action, suit
or proceeding (including any appeal) within the scope of Section 1 or 2 of this
Article X, the person to be indemnified shall have unreasonably failed to enter
into a settlement thereof offered or assented to by the opposing party or
parties in such action, suit or proceeding, then, notwithstanding any other
provision of this Article X, the indemnification obligation of the Corporation
to such a person in connection with such action, suit or proceeding, shall not
exceed the total of the amount at which settlement could have been made and the
expenses incurred by or on behalf of such person prior to the time such
settlement could reasonably have been effected.





Section
9.          Other rights; Continuation of Right
to Indemnification; Individual Contracts.  The indemnification
and advancement of costs, charges and expenses provided by or granted pursuant
to this Article X shall not be deemed exclusive of any other rights to which
those persons seeking indemnification or advancement of costs, charges and
expenses may be entitled under law (common or statutory) or any Bylaw,
agreement, policy of indemnification insurance or vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in any other capacity while holding office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the legatees, heirs, distributes,
executors and administrators of such person.  Nothing contained in
this Article X shall be deemed to prohibit the Corporation from entering into,
and the Corporation is specifically authorized to enter into, agreements with
directors, officers, employees and agents providing indemnification rights and
procedures different from those set forth herein.  All rights to
Indemnification under this Article X shall be deemed to be a contract between
the Corporation and each director, officer, employee or agent of the Corporation
who serves or served in such capacity (or at the written request of the
Corporation, in the capacity of director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise) at any time while this Article X is in affect.





Section
10.        Savings
Clause.  If this Article X or any portion shall be invalidated
on any ground by any court of competent jurisdiction, the Corporation shall
nevertheless indemnify each director or officer, and may indemnify each employee
or agent, of the Corporation as to any costs, charges, expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the Corporation), to
the full extent permitted by any applicable portion of this Article X that shall
not have been invalidated and to the full extent permitted by applicable
law.




21




Section
11.        Insurance.  The
Corporation may purchase and maintain insurance, at its expense, to protect
itself and any person who is or was a director, officer, employee or agent of
the Corporation or who is or was serving at the written request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any costs,
charges or expenses, liability or loss incurred by such person in any such
capacity, or arising out of this status as such, whether or not the Corporation
would have the power to indemnify such person against such costs, charges or
expenses, liability or loss under the Articles of Incorporation or applicable
law; provided, however,
that such insurance is available on acceptable terms as determined by a vote of
a majority of the Board.  To the extent that any director, officer,
employee or agent is reimbursed by an insurance company under an indemnification
insurance policy for any costs, charges, expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by any applicable portion of this Article X, the Bylaws, any agreement, the
policy of indemnification insurance or otherwise, the Corporation shall not be
obligated to reimburse the person to be indemnified in connection with such
proceeding.





Section
12.        Definitions.  For
purposes of this Article X, the following terms shall have the following
meanings:





(a)          “The
Corporation” shall include any constituent corporation or entity (including any
constituent of a constituent) absorbed by way of an acquisition, consolidation,
merger or otherwise, which, if its separate existence had continued, would have
had power and authority to indemnify its directors, officers, employee or agent
so that any person who is or was a director, officer, employee or agent of such
constituent corporation or entity, or is or was serving at the written request
of such constituent corporation or entity as a director or officer of another
corporation, entity, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article X with
respect to the resulting or surviving corporation or entity as he would have
with respect to such constituent corporation or entity if its separate existence
had continued;





(b)          “Other
enterprises” shall include employee benefit plans, including, but not limited
to, any employee benefit plan of the Corporation;





(c)          “Director
or officer” of this Corporation shall include any director, officer, partner or
trustee who is or was or has agreed to serve at the written request of the
Corporation as a director, officer, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise;





(d)          “Serving
at the written request of the Corporation” shall include any service that
imposes duties on, or involves services by a director, officer, employee or
agent of the Corporation with respect to an employee benefit plan, its
participants or beneficiaries, including acting as a fiduciary thereof, whether
or not assignment to perform such duties is indicated in writing;





(e)          “Fines”
shall include any penalties and any excise or similar taxes assessed on a person
with respect to an employee benefit plan;




22




(f)           A
person shall be deemed to have acted in “good faith and in a manner he or she
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 or her conduct was unlawful,” if his or her
action is based on the records or books of account of the Corporation or another
enterprise, or on information supplied to him or her by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information, or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise; and





(g)          A
person shall be deemed to have acted in a manner “not opposed to the best
interests of the Corporation,” as referred to in Sections 1 and 2 of this
Article X, if such person acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan.





Section
13.        Subsequent Amendment and Subsequent
Legislation.  Neither the amendment, termination or repeal of
this Article X or of relevant provisions of the Iowa Business Corporation Act or
any other applicable laws, nor the adoption of any provision of these Articles
of Incorporation or the Bylaws of the Corporation or of any statue inconsistent
with this Article X shall eliminate, affect or diminish in any way the rights of
any director, officer, employee or agent of the Corporation to indemnification
under the provisions of this Article X with respect to any action, suit or
proceeding arising out of, or relating to, any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or
repeal.





If the Iowa Business Corporation Act is
amended to expand further the Indemnification permitted to directors and
officers of the Corporation, then the Corporation shall indemnify such persons
to the fullest extent permitted by the Iowa Business Corporation Act, as so
amended.


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ARTICLE
XI





AMENDMENTS





Section
1.          Amendments of Articles of
Incorporation.  In addition to any affirmative vote required by
applicable law and any voting rights granted to or held by holders of Preferred
Stock, any alteration, amendment, repeal or rescission (collectively, any
“Change”) of any provision of these Articles of Incorporation must be approved
by a majority of the directors of the Corporation then in office and by the
affirmative vote of the holders of a majority (or such greater proportion as may
otherwise be required pursuant to any specific provision of these Articles of
Incorporation) of the total votes eligible to be cast by the holders of all
outstanding shares of Capital Stock entitled to vote thereon; provided, however,that if
any such Change relates to Section 13 of Article X or Articles V, VI, VII, or XI
of these Articles of Incorporation, such Change must also be approved either (i)
by not less than a majority of the authorized number of directors and, if one or
more Interested Shareholders (as defined in Article VIII hereof) exist, by not
less than a majority of the Disinterested Directors (as defined in Article VIII
hereof), or (ii) by the affirmative vote of the holders of not less than
two-thirds of the total votes eligible to be cast by the holders of all
outstanding shares of Capital Stock entitled to vote thereon and, if the Change
is proposed by or on behalf of an Interested Shareholder or a director who is an
Affiliate or Associate (as such terms are defined in Article VIII hereof) of an
Interested Shareholder, by the affirmative vote of the holders of not less than
a majority of the total votes eligible to be cast by holders of all outstanding
shares of Capital Stock entitled to vote thereon not beneficially owned by an
Interested Shareholder or an Affiliate or Associate thereof. Subject to the
foregoing, the Corporation reserves the right to amend these Articles of
Incorporation from time to time in any and as many respects as may be desired
and as may be lawfully contained in an original certificate of Incorporation
filed at the time of making such amendment.





Except as
may otherwise be provided in these Articles of Incorporation, the Corporation
reserves the right at any time, and from time to time, to amend, alter, change
or repeal any provision contained in these Articles of Incorporation, and to add
or insert herein any other provisions authorized by the laws of the State of
Iowa at the time in force, in the manner now or hereafter prescribed by law, and
all the rights, preferences and privileges of any nature conferred upon
shareholders, directors or any other persons whomsoever by and pursuant to these
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the rights reserved in this Section 1.





Section
2.          Amendment
Bylaws.  In furtherance and not in limitation of the powers
conferred by statue, the Board of Directors of the Corporation is expressly
authorized to make, alter, amend, rescind or repeal from time to time any of the
Bylaws of the Corporation in accordance with the terms thereof; provided, however, that any
Bylaw made by the Board may be altered, amended, rescinded, or repealed in
accordance with the terms thereof by the holders of shares of Capital Stock
entitled to vote thereon at any annual meeting or at any special meeting called
for that purpose. Notwithstanding the foregoing, any provision of the Bylaws
that contains a supermajority voting requirement shall only be altered, amended,
rescinded, or repealed by a vote of the Board or holders of shares in Capital
Stock entitled to vote thereon that is not less than the supermajority specified
in such provision.




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ARTICLE
XII





INCORPORATOR





The name
and mailing address of the incorporator of this Corporation is:





First
      Federal Savings Bank of Fort Dodge, FSB825
      Central AvenueP.O.
      Box 1237Fort
      Dodge, Iowa 50501-1237





First
Federal Savings Bank of Fort Dodge, FSB caused these Articles of Incorporation
to be signed by David M. Bradley, President of First Federal Savings Bank of
Fort Dodge, FSB this 4th day of
December, 1995.





FIRST
      FEDERAL SAVINGS BANK OF FORT DODGE, FSBBy:
                            /s/ David M. BradleyDavid
      M. BradleyPresident




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