EXHIBIT 4.3  


Complete
Copy of Articles, As Amended

(Restated to reflect amendments) 


ARTICLES
OF INCORPORATION

OF

FIRST INVESTORS FINANCIAL SERVICES GROUP, INC.

(as amended through June 2003) 


        The
undersigned, a natural person of the age of eighteen years or more, acting as sole incorporator of a corporation under the provisions of the Texas Business Corporation Act, adopts
the following Articles of Incorporation: 


ARTICLE
I 


        The
name of the Corporation is First Investors Financial Services Group, Inc. 


ARTICLE
II 


        The
period of duration of the Corporation is perpetual. 


ARTICLE
III 


        The
purpose for which the Corporation is organized is to transact any and all lawful business for which corporations may be incorporated under the Texas Business Corporation Act. 


ARTICLE
IV 


        The
aggregate number of shares of all classes of capital stock which the Corporation shall be authorized to issue is 11,800,000, divided into the following: (i) 10,000,000 shares of
common stock with the par value of one-tenth of one cent ($.001) per share (hereinafter called "Common Stock"), and (ii) 1,000,000 shares of preferred stock with the par value of one dollar ($1.00)
per share (hereinafter called "Preferred Stock"). 


        A
description of the respective classes of stock and a statement of preferences, limitations and relative rights of the respective classes of stock and the limitations on or denial of
the voting rights of the shares of the respective classes of stock are as follows: 


A.
Common Stock


        1.    Voting Rights.    Each holder of the Common Stock shall be entitled to one vote for each share held. 



        2.    Dividends.    Subject to any prior and preferential right of the holders of any outstanding shares of the
Preferred Stock to be paid dividends in accordance with the terms thereof, the holders of the Common Stock shall be entitled to be paid such dividends (payable in cash, stock or otherwise) as the
Board of Directors may declare and pay on the Common Stock from time to time out of any funds legally available therefor. 


        3.    Liquidation or Dissolution.    After payment shall have been made in full to the holders of any Preferred Stock
then outstanding in accordance with the terms thereof, in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, the remaining assets and funds of the Corporation
shall be distributed among the holders of the Common Stock according to their respective shares. 


B.
Preferred Stock


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        Authority
is hereby vested in the Board of Directors of the Corporation to establish series of unissued shares of the Preferred Stock by fixing and determining the designations,
preferences, limitations, and relative rights, including voting rights, of the shares of any series so established. In order to establish a series, the Board of Directors shall adopt a resolution
setting forth the designation of the series and fixing and determining the designations, preferences, limitations and relative rights, including voting rights, thereof. 


ARTICLE
V 


        The
corporation will not commence business until it has received for the issuance of its shares consideration of a value of at least $1,000. 


ARTICLE
VI 


        Shareholders
of the Corporation shall have no preemptive right to acquire additional, unissued or treasury shares of the Corporation, or securities of the Corporation convertible into or
carrying a right to subscribe to or acquire shares. 


ARTICLE
VII 


        Shareholders
of the Corporation shall not have the right to accumulate their votes at any election of directors, any and all rights of cumulative voting being hereby expressly denied. 


ARTICLE
VIII 


        The
Corporation shall indemnify directors, and may indemnify officers, to the full extent authorized by Article 2.02-1 of the Texas Business Corporation Act. 


ARTICLE
IX 


        A
director of the Corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except that
this Article IX shall not authorize the elimination or limitation of the liability of a director to the extent the director is found liable for (1) a breach of the director's duty of loyalty to the
Corporation or its shareholders, (2) an act or omission not in good faith that constitutes a breach of duty of the director of the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law, (3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the
director's office, or (4) an act or omission for which the liability of a director is expressly provided by an applicable statute. Any repeal or modification of the provisions of the foregoing
sentence shall not adversely affect any right or immunity of a director of the Corporation existing at the time of such repeal or modification, except to the extent such adverse effect is required by
law. 


ARTICLE
X 


        The
number of directors of the Corporation shall not be less than one nor more than twenty-five, and may be increased or decreased from time to time in the manner provided by law or the
Bylaws of the Corporation. Directors need not be residents of the State of Texas or shareholders of the Corporation. 


        The
initial Bylaws of the Corporation shall be adopted by its board of directors. The board of directors shall have the power to alter, amend or repeal the Bylaws from time to time,
subject to the reserved power of the shareholders at any meeting of shareholders to alter, amend or repeal any provision of the Bylaws or to adopt new Bylaws. 



        The
initial board of directors shall consist of seven members. The names and addresses of the persons who are to serve as initial directors until the first annual meeting of the
shareholders and until 


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their
successors shall have been elected and qualified, unless they shall be replaced in accordance with the provisions of the Bylaws, are as follows: 



	Name
 
	 	Address

	Walter A. Stockard	 	2001 Kirby, Suite 901

Houston, Texas 77019
	

Fentress Bracewell	
 	

2900 South Tower Pennzoil Place

Houston, Texas 77002
	

J. W. Smelley	
 	

4550 Post Oak Place

Houston, Texas 77056
	

Tommy A. Moore, Jr.	
 	

675 Bering, Suite 710

Houston, Texas 77057
	

Bradley F. Bracewell	
 	

3633 Rice Boulevard

Houston, Texas 77005
	

Walter A. Stockard, Jr.	
 	

2001 Kirby, Suite 901

Houston, Texas 77019
	

William J. Cato	
 	

2001 Kirby, Suite 901

Houston, Texas 77019





ARTICLE
XI 


        The
address of the initial registered office of the Corporation is 675 Bering Drive, Suite 710, Houston, Texas 77057, and the name of the initial registered agent of the Corporation at
such address is Tommy A. Moore, Jr. 


ARTICLE
XII 


        The
name and address of the sole incorporator of the Corporation are as follows: 



	Name
 
	 	Address

	John H. Buck	 	5100 NationsBank Center

700 Louisiana Street

Houston, Texas 77002






IN
WITNESS WHEREOF, I have hereunto set my hand this 1st day of March, 1995. 



	

 	
 	

 	

/s/  JOHN H. BUCK      
 John H. Buck




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