Exhibit 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       MIDAMERICAN ENERGY HOLDINGS COMPANY

TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:

         Pursuant  to  the  provisions  of  Division  X  of  the  Iowa  Business
Corporation  Act (the "Act"),  the  undersigned  corporation  hereby  adopts the
following Restated Articles of Incorporation  ("Articles of Incorporation") (All
capitalized  terms  used  herein,  but not  defined  shall  have the  respective
meanings set forth in Article X hereof.):

         The name of the  corporation is "MidAmerican  Energy Holdings  Company"
(hereinafter sometimes called the "Corporation") and its registered office shall
be  located  at 666 Grand  Avenue,  Des  Moines,  Iowa  50309  with the right to
establish  and maintain  branch  offices at such other points within and without
the State of Iowa as the Board of  Directors of the  Corporation  (the "Board of
Directors")  may, from time to time,  determine.  The name of the  Corporation's
registered agent at such registered office is John A. Rasmussen, Jr.

         The nature of the  business or purposes to be  conducted or promoted is
to engage in any or all lawful act or activity  for which a  corporation  may be
incorporated under the Act.

A. The aggregate number of shares which the Corporation  shall have authority to
issue is 60,000,000 shares of Common Stock, no par value ("Common  Stock"),  and
50,000,000 shares of Preferred Stock, no par value ("Preferred Stock").

B. The shares of authorized  Common Stock shall be identical in all respects and
shall have equal rights and privileges. For all purposes, each registered holder
of Common Stock shall, at each meeting of shareholders,  be entitled to one vote
for  each  share of  Common  Stock  held,  either  in  person  or by proxy  duly
authorized in writing.  Except to the extent  required by law or as permitted by
these  Articles of  Incorporation,  as amended from time to time, the registered
holders of the shares of Common Stock shall have exclusive voting rights.

C. The Board of Directors,  at any time or from time to time, may, and is hereby
authorized to, issue and dispose of any of the authorized and unissued shares of
Common Stock and any issued but not outstanding  shares for such kind and amount
of  consideration  and  to  such  persons,  firms  or  corporations,  as  may be
determined  by the Board of  Directors,  subject to any  provisions  of law then
applicable.  The  holders of Common  Stock  shall have no  preemptive  rights to
acquire or subscribe to any shares,  or securities  convertible into shares,  of
Common Stock.
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D. A first  series of the  Preferred  Stock is  created  pursuant  to Article IV
hereof.  The Board of  Directors,  at any time or from time to time may,  and is
hereby  authorized to,  further  divide the  authorized  and unissued  shares of
Preferred  Stock into one or more classes or series and in  connection  with the
creation of any class or series to  determine,  in whole or in part, to the full
extent now or hereafter  permitted  by law, by adopting one or more  articles of
amendment to the Articles of Incorporation  providing for the creation  thereof,
the designation,  preferences,  limitations and relative rights of such class or
series, which may provide for special,  conditional or limited voting rights, or
no rights to vote at all, and to issue and dispose of any of such shares and any
issued but not outstanding  shares for such kind and amount of consideration and
to such  persons,  firms or  corporations,  as may be determined by the Board of
Directors, subject to any provisions of law then applicable.

E. The Board of  Directors,  at any time or from time to time may, and is hereby
authorized to, create and issue, whether or not in connection with the issue and
sale of any shares of its Common Stock,  Preferred Stock or other  securities of
the Corporation,  warrants,  rights and/or options entitling the holders thereof
to purchase from the Corporation any shares of its Common Stock, Preferred Stock
or other securities of the Corporation.  Such warrants, rights, or options shall
be evidenced by such instrument or instruments as shall be approved by the Board
of Directors.  The terms upon which,  the time or times (which may be limited or
unlimited in duration) at or within which,  and the price or prices (which shall
be not less than the minimum amount prescribed by law, if any) at which any such
shares  or other  securities  may be  purchased  from the  Corporation  upon the
exercise of any such  warrant,  right or option shall be fixed and stated in the
resolution or resolutions  of the Board of Directors  providing for the creation
and issue of such warrants,  rights or options. The Board of Directors is hereby
authorized to create and issue any such warrants, rights or options from time to
time for such consideration, if any, and to such persons, firms or corporations,
as the Board of Directors may determine.

F. The  Corporation  may authorize the issue of some or all of the shares of any
or all of the classes of its capital stock without certificates.

G. The Corporation shall not be required to issue certificates  representing any
fraction  or  fractions  of a share of stock of any  class but may issue in lieu
thereof one or more  non-dividend  bearing and non-voting scrip  certificates in
such form or forms as shall be  approved by the Board of  Directors,  each scrip
certificate  representing  a  fractional  interest  in one share of stock of any
class. Such scrip  certificates  upon  presentation  together with similar scrip
certificates  representing  in the  aggregate  an  interest  in one or more full
shares of stock of any class shall entitle the holders thereof to receive one or
more full shares of stock of such  class.  Such scrip  certificates  may contain
such terms and  conditions  as shall be fixed by the Board of Directors  and may
become  void and of no effect  after a period to be  determined  by the Board of
Directors and to be specified in such scrip certificates.

H. The Corporation shall be entitled to treat the person in whose name any share
of Common Stock or Preferred  Stock is  registered  as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to, or
interest  in,  such  share  on  the  part  of any  person,  whether  or not  the
Corporation  shall  have  notice  thereof  except as may be  expressly  provided
otherwise by the laws of the State of Iowa.
<PAGE>

                                   ARTICLE IV.

A. Creation,  Designation and Amount of First Series of Preferred Stock. A first
series of the Preferred  Stock is hereby created as follows:  The shares of such
series (the "Preferred  Shares") shall be designated as "Zero Coupon Convertible
Preferred  Stock",  and the number of shares  constituting  such Preferred Stock
shall be 40,000,000.

B. Dividends and  Distributions.  In case the  Corporation  shall at any time or
from time to time declare,  order, pay or make a dividend or other  distribution
(including, without limitation, any distribution of stock or other securities or
property or rights or warrants to subscribe for securities of the Corporation or
any of its  subsidiaries by way of a dividend,  distribution or spin-off) on its
Common  Stock,  other  than  (i) a  distribution  made in  compliance  with  the
provisions  of Section F of this  Article IV or (ii) a dividend or  distribution
made in Common  Stock,  the holders of the  Preferred  Shares  shall be entitled
(unless  such right  shall be waived by the  affirmative  vote or consent of the
holders of at least two-thirds of the number of the then  outstanding  Preferred
Shares) to receive from the  Corporation  with respect to each  Preferred  Share
held,  any  dividend or  distribution  that would be received by a holder of the
number of shares (including  fractional  shares) of Common Stock into which such
Preferred  Share  is  convertible  on the  record  date  for  such  dividend  or
distribution,  with  fractional  shares of Common Stock deemed to be entitled to
the  corresponding  fraction  of any  dividend  or  distribution  that  would be
received by a whole share. Any such dividend or distribution  shall be declared,
ordered,  paid or  made at the  same  time  such  dividend  or  distribution  is
declared, ordered, paid or made on the Common Stock.

C.       Conversion Rights.

         Each Preferred Share is convertible at the option of the holder thereof
into one Conversion Unit at any time upon the occurrence of a Conversion  Event.
A Conversion Unit will initially be one share of Common Stock of the Corporation
adjusted as follows:

                  (i) Stock splits, combinations, reclassifications etc. In case
         the  Corporation  shall  at any  time or from  time to time  declare  a
         dividend or make a  distribution  on the  outstanding  shares of Common
         Stock  payable  in  Common  Stock  or  subdivide  or   reclassify   the
         outstanding  shares of Common Stock into a greater  number of shares or
         combine or  reclassify  the  outstanding  shares of Common Stock into a
         smaller number of shares of Common Stock, then, and in each such event,
         the number of shares of Common Stock into which each Preferred Share is
         convertible  shall be  adjusted  so that the  holder  thereof  shall be
         entitled to receive,  upon conversion thereof,  the number of shares of
         Common  Stock  which such  holder  would have been  entitled to receive
         after the happening of any of the events described above had such share
         been converted  immediately prior to the happening of such event or the
         record date therefor,  whichever is the earlier.  Any  adjustment  made
         pursuant to this clause (i) shall become  effective  (I) in the case of
         any  such  dividend  or   distribution  on  the  record  date  for  the
         determination  of holders of shares of Common Stock entitled to receive
         such  dividend  or  distribution,  or  (II)  in the  case  of any  such
         subdivision,  reclassification  or  combination,  on the day upon which
         such corporate action becomes effective.
<PAGE>

                  (ii) Issuances of Additional Shares below Fair Value Price. In
         case the  Corporation  shall issue shares of Common Stock (or rights or
         warrants  or  other  securities  exercisable  or  convertible  into  or
         exchangeable (collectively, a "conversion") for shares of Common Stock)
         (collectively,  "convertible  securities")  (other  than  in  Permitted
         Transactions)  at a price per share (or having a  conversion  price per
         share)  less than the Fair Value  Price as of the date of  issuance  of
         such shares (or of such convertible securities), then, and in each such
         event,  the number of shares of Common Stock into which each  Preferred
         Share is convertible shall be adjusted so that the holder thereof shall
         be entitled to receive,  upon conversion thereof,  the number of shares
         of Common  Stock  determined  by  multiplying  the  number of shares of
         Common Stock into which such share was convertible immediately prior to
         such date of issuance by a fraction,  (I) the numerator of which is the
         sum of (1) the  number of shares of Common  Stock  outstanding  on such
         date and (2) the number of additional shares of Common Stock issued (or
         into  which  the  convertible  securities  may  convert),  and (II) the
         denominator  of which is the sum of (1) the  number of shares of Common
         Stock  outstanding  on such date and (2) the number of shares of Common
         Stock  which the  aggregate  consideration  receivable  (including  any
         amounts  payable upon  conversion  of  convertible  securities)  by the
         Corporation  for the total number of additional  shares of Common Stock
         so issued (or into which the convertible  securities may convert) would
         purchase  at the Fair Value  Price on such date.  For  purposes  of the
         foregoing,  "Permitted  Transactions"  shall  include  issuances (i) as
         consideration  for the acquisition of businesses and/or related assets,
         and (ii) in  connection  with  employee  benefit  plans  and any  other
         transaction  approved by the Board of Directors (including the approval
         of the directors elected by the holders of the Preferred  Shares),  and
         "Fair Value Price" shall mean the average of the closing  prices on the
         principal stock exchange or over-the-counter  quotation system on which
         the Common  Stock is then  listed or quoted,  or if not then  listed or
         quoted, the fair value of the Corporation's  Common Stock as determined
         in  good  faith  by  the  Board  of   Directors.   Although   Permitted
         Transactions  do not  require  adjustment  of a  Conversion  Unit,  the
         issuance  of  equity  and  equity-linked   securities  in  a  Permitted
         Transaction  remains  subject  to the vote of the  Preferred  Shares as
         provided in Section D of this Article IV. Any adjustment  made pursuant
         to this clause (ii) shall become effective immediately upon the date of
         such issuance.

                  (iii)  Mergers,  Consolidations,  Sales of Assets etc. In case
         the  Corporation  shall  be a party  to any  transaction  (including  a
         merger,  consolidation,  sale  of  all  or  substantially  all  of  the
         Corporation's   assets,   liquidation   or   recapitalization   of  the
         Corporation,  but excluding any transaction  described in clause (i) or
         (ii) above) in which the previously  outstanding  Common Stock shall be
         changed into or,  pursuant to the  operation of law or the terms of the
         transaction  to  which  the  Corporation  is  a  party,  exchanged  for
         different  securities  of the  Corporation  or  common  stock  or other

<PAGE>

         securities or interests in another Person or other property  (including
         cash) or any combination of the foregoing,  then, as a condition of the
         consummation of such transaction,  lawful and adequate  provision shall
         be made so that each holder of Preferred Shares shall be entitled, upon
         conversion, to an amount per share equal to (A) the aggregate amount of
         stock, securities, cash and/or any other property (payable in kind), as
         the case may be, into which or for which each share of Common  Stock is
         changed or  exchanged  times (B) the  number of shares of Common  Stock
         into  which  such  share  was  convertible  immediately  prior  to  the
         consummation of such transaction.  Any adjustment made pursuant to this
         clause (iii) shall become  effective  immediately upon the consummation
         of such transaction.

          In calculating the adjustments provided in clauses (i), (ii) and (iii)
above, a Conversion  Unit shall include any fractional  share resulting from the
calculation.

         A "Conversion  Event"  includes (i) any conversion of Preferred  Shares
that  would not  cause the  holder of the  shares of Common  Stock  issued  upon
conversion  (or any  affiliate  of such  holder)  or the  Corporation  to become
subject to regulation as a registered  holding company,  or as a subsidiary of a
registered  holding  company,  under the Public Utility  Holding  Company Act of
1935,  as  amended  from time to time and any  successor  legislation  ("PUHCA")
either as a result of the  repeal or  amendment  of PUHCA,  the number of shares
involved or the identity of the holder of such shares and (ii) a Company Sale. A
"Company Sale" includes any involuntary or voluntary  liquidation,  dissolution,
recapitalization,  winding-up or termination of the  Corporation and any merger,
consolidation  or  sale  of  all or  substantially  all  of  the  assets  of the
Corporation.

         The holder of any Preferred  Shares may exercise such holder's right to
convert each such share into a Conversion Unit by surrendering  for such purpose
to the  Corporation,  at its principal  office or at such other office or agency
maintained by the  Corporation  for that purpose,  a certificate or certificates
representing  the  Preferred  Shares to be  converted  accompanied  by a written
notice  stating  that such holder  elects to convert  all or a  specified  whole
number of such shares in  accordance  with the  provisions  of this Section C of
this Article IV and specifying the name or names in which such holder wishes the
certificate or  certificates  for securities  included in the Conversion Unit or
Units to be issued. In case such notice shall specify a name or names other than
that of such holder, such notice shall be accompanied by payment of all transfer
taxes payable upon the issuance of securities included in the Conversion Unit or
Units in such name or names. Other than such taxes, the Corporation will pay any
and all issue and other taxes  (other  than taxes  based on income)  that may be
payable in respect of any issue or delivery of the securities and other property
then included in a Conversion Unit or Units upon conversion of Preferred  Shares
pursuant  hereto.  As promptly as  practicable,  and in any event  within  three
Business Days after the surrender of such  certificate or  certificates  and the
receipt of such  notice  relating  thereto  and, if  applicable,  payment of all
transfer taxes (or the demonstration to the satisfaction of the Corporation that
such  taxes  have been  paid),  the  Corporation  shall  deliver  or cause to be
delivered (i) certificates representing the number of validly issued, fully paid
and  nonassessable  shares of Common Stock (or other securities  included in the
Conversion  Unit or Units) to which the holder of Preferred  Shares so converted

<PAGE>

shall be  entitled  and (ii) if less than the full  number of  Preferred  Shares
evidenced by the surrendered  certificate or certificates are being converted, a
new  certificate  or  certificates,  of like  tenor,  for the  number  of shares
evidenced by such  surrendered  certificate or  certificates  less the number of
shares converted. Such conversion shall be deemed to have been made at the close
of  business  on the date of giving of such  notice  and such  surrender  of the
certificate or certificates representing the Preferred Shares to be converted so
that the rights of the holder  thereof as to the shares  being  converted  shall
cease except for the right to receive the securities and other property included
in the Conversion Unit or Units in accordance herewith,  and the Person entitled
to receive the securities and other property  included in the Conversion Unit or
Units shall be treated for all  purposes as having  become the record  holder of
such  securities and other property  included in the Conversion Unit or Units at
such time.  No holder of Preferred  Shares shall be  prevented  from  converting
Preferred Shares,  and any conversion of Preferred Shares in accordance with the
terms of this Section C of this Article IV shall be  effective  upon  surrender,
whether or not the transfer  books of the  Corporation  for the Common Stock are
closed for any purpose.

         The  Corporation  shall at all times reserve and keep  available out of
its  authorized and unissued  Common Stock,  solely for the purpose of effecting
the conversion of the Preferred Shares, such number of shares of Common Stock as
shall  from time to time be  sufficient  to effect  the  conversion  of all then
outstanding  Preferred Shares.  The Corporation shall from time to time, subject
to and in  accordance  with the Act,  increase the  authorized  amount of Common
Stock if at any time the number of authorized  shares of Common Stock  remaining
unissued  shall not be sufficient  to permit the  conversion at such time of all
then outstanding Preferred Shares.

         Whenever  the  number  of shares  of  Common  Stock and other  property
comprising a Conversion  Unit into which each Preferred  Share is convertible is
adjusted as provided in this Section C of this Article IV, the Corporation shall
promptly mail to the holders of record of the  outstanding  Preferred  Shares at
their respective  addresses as the same shall appear in the Corporation's  stock
records a notice  stating  that the  number of shares of Common  Stock and other
property  comprising  a  Conversion  Unit into  which  each  Preferred  Share is
convertible  has been  adjusted  and  setting  forth the new number of shares of
Common Stock (or describing the new stock,  securities,  cash or other property)
into which each Preferred Share is convertible,  as a result of such adjustment,
a brief  statement of the facts  requiring such  adjustment and the  computation
thereof, and when such adjustment became effective.

         D.       Voting Rights.

         The holders of the  Preferred  Shares shall have the  following  voting
rights:

         (A) The  holders  of the  then-outstanding  Preferred  Shares  shall be
entitled  to elect,  as a class,  two (out of a total of ten)  directors  to the
Board of Directors and to elect the replacement for any director elected by them
who for any reason  ceases to serve as a director.  In addition,  without  first
obtaining  the  consent  or  approval  of  the  holders  of a  majority  of  the
then-outstanding  Preferred Shares,  voting as a separate class, the Corporation
will not (a) effect any  Fundamental  Transaction or (b) amend the provisions of

<PAGE>

the Articles of Incorporation of the Corporation in any manner which would alter
or change the powers,  preferences or special rights of the Preferred  Shares or
that would otherwise adversely affect the rights of the holders of the Preferred
Shares.  A  "Fundamental  Transaction"  includes  the  following  (in each  case
referring to a single  transaction or series of related  transactions):  (i) the
sale, lease, exchange,  mortgage or other disposition (including any spin-off or
split-up) of any business or assets having a fair market value of 25% or more of
the fair  market  value of the  business  or assets of the  Corporation  and its
subsidiaries  taken as a whole,  the merger or  consolidation of the Corporation
with  any  other  Person,  a  liquidation,  dissolution  or  winding-up  of  the
Corporation or any recapitalization or reclassification of the securities of the
Corporation;  (ii) the  acquisition of any business or assets (by way of merger,
acquisition  of  stock  or  assets  or  otherwise)  or  the  making  of  capital
expenditures not included in the applicable  annual budget approved by the Board
of Directors,  in each case for a  consideration  or involving  expenditures  in
excess of $50,000,000;  (iii) the issuance, grant or sale, or the repurchase, of
any equity  securities (or any  equity-linked  securities or obligations) of the
Corporation (or securities  convertible  into or exchangeable or exercisable for
any  such  equity  securities);  (iv)  transactions  with  officers,  directors,
stockholders  and  affiliates  of the  Corporation  except  (x)  to  the  extent
effectuated on terms no less favorable to the Corporation  than those obtainable
in an arms' length transaction with an unaffiliated Person or (y) in the case of
cash  compensation  arrangements,  which are  approved by the Board of Directors
(without  regard  to the  directors  elected  by the  holders  of the  Preferred
Shares);  (v) the removal as chief  executive  officer of the Corporation of the
person occupying that position on the date of original issuance of the Preferred
Shares (the "Initial CEO") and (vi) the  appointment or removal of any person as
chief executive officer of the Corporation after the removal, resignation, death
or  disability  of the Initial CEO (the consent of the holders of the  Preferred
Stock as to the matters  set forth in this  clause  (vi) not to be  unreasonably
withheld).

        (B) Except as set forth herein, or as otherwise provided by law, holders
of the Preferred Shares shall have no voting rights.

         E.       Reacquired Shares.

         Any Preferred Shares converted,  purchased or otherwise acquired by the
Corporation  in any manner  whatsoever  shall be retired and  canceled  promptly
after the  acquisition  thereof.  All such shares shall upon their  cancellation
become  authorized but unissued shares of Preferred Stock and may be reissued as
part  of a  new  series  of  Preferred  Stock  subject  to  the  conditions  and
restrictions on issuance set forth herein, in the Articles of Incorporation,  or
in any Articles of Amendment creating a series of Preferred Stock or any similar
stock or as otherwise required by law.

         F.       Liquidation, Dissolution or Winding Up.

         Upon   any   involuntary   or   voluntary   liquidation,   dissolution,
recapitalization,  winding-up or termination of the  Corporation,  the assets of
the Corporation  available for distribution to the holders of the  Corporation's
capital  stock  shall  be  distributed  in  the  following  priority,   with  no

<PAGE>

distribution  pursuant to the second  priority until the first priority has been
fully  satisfied and no  distribution  pursuant to the third  priority until the
first and  second  priorities  have both been  fully  satisfied,  First,  to the
holders  of the  Preferred  Shares  for  each  Preferred  Share,  a  liquidation
preference of $1.00 per share, Second, to the holders of Common Stock,  ratably,
an amount  equal to (i) $1.00  divided by the  number of shares of Common  Stock
then  comprising a Conversion  Unit,  multiplied by (ii) the number of shares of
Common Stock then outstanding, and Third, to the holders of the Preferred Shares
and the Common  Stock  (ratably,  on the basis of the number of shares of Common
Stock then outstanding and, in the case of the Preferred  Shares,  the number of
shares of Common Stock then comprising a Conversion Unit multiplied by the total
number of Preferred Shares outstanding), all remaining assets of the Corporation
available for distribution to the holders of the Corporation's capital stock.

         Neither the consolidation,  merger or other business combination of the
Corporation  with or into any other  Person  or  Persons  nor the  sale,  lease,
exchange or conveyance of all or any part of the property, assets or business of
the  Corporation  to a Person or Persons,  shall be deemed to be a  liquidation,
dissolution or winding up of the  Corporation  for purposes of this Section F of
this Article IV.

          G.       Redemption.

          The  Preferred  Shares are not subject to  redemption at the option of
the  Corporation  nor subject to any sinking  fund or other  mandatory  right of
redemption accruing to the holders thereof.

                                   ARTICLE V.

         The term of corporate existence of the Corporation shall be perpetual.

                                   ARTICLE VI.

                  A. No Person  shall own shares of Common  Stock equal to or in
excess of the Ownership  Limit. If there is a purported  Transfer or other event
caused  by any  Person  or  the  Corporation  such  that  a  Preferred  Eligible
Shareholder  would  own  shares  of  Common  Stock  equal to or in excess of the
Ownership  Limit,  then,  that  number of shares of Common  Stock  owned by such
Preferred Eligible Shareholder by which the shares of Common Stock owned by such
Preferred  Eligible  Shareholder would be equal to or in excess of the Ownership
Limit as a result of the Transfer  shall  automatically  be converted  into that
same  number  of  shares  of  Zero  Coupon  Convertible  Preferred  Stock.  Such
conversion shall be effective on the books of the Corporation as of the close of
business on the business day prior to the date of the Transfer or other event.

         B. If the Board of Directors  shall at any time determine in good faith
that a Transfer or other event has taken place in  violation of this Article VI,
the Board of Directors  may take such action as it deems  advisable to refuse to
give effect to or to prevent such  Transfer or other event,  including,  but not
limited to, refusing to give effect to such Transfer or other event on the books
of the  Corporation or instituting  proceedings to enjoin such Transfer or other
event or  transaction;  provided,  however,  that  any  Transfers  or  attempted

<PAGE>

Transfers  (or,  in the case of events  other  than a  Transfer,  ownership)  in
violation  of this  Article VI shall be void ab initio in the case of  Transfers
that would cause  ownership  of shares of Common  Stock equal to or in excess of
the Ownership Limit by any Person other than a Preferred  Eligible  Shareholder,
and in the case of ownership or Transfers  that would cause  ownership of shares
of Common  Stock  equal to or in excess of the  Ownership  Limit by a  Preferred
Eligible  Shareholder shall automatically  result in the conversion described in
Section A of this Article VI,  irrespective of any action (or non-action) by the
Board of Directors.

                                   ARTICLE VII

         The private  property of the  shareholders of the Corporation  shall be
exempt from all corporate debts.

                                  ARTICLE VIII

          A.    A director of the Corporation shall not be personally liable to
the Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability:

(i)       for any breach of the director's duty of loyalty to the Corporation or
          its shareholders; or

(ii)      for acts or omissions not in good faith or which  involve  intentional
          misconduct or a knowing violation of law; or

(iii)     for any  transaction  from  which the  director  derives  an  improper
          personal benefit; or

(iv)      under Section 490.833, or a successor provision, of the Act.

         B. If, after the date these  Articles of  Incorporation  are filed with
the Iowa Secretary of State,  the Act is amended to authorize  corporate  action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the Corporation shall be deemed eliminated or limited
to the  fullest  extent  permitted  by the Act,  as so  amended.  Any  repeal or
modification  of  Section  A or this  Section  B of this  Article  VIII,  by the
shareholders  of the  Corporation  shall  be  prospective  only  and  shall  not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.

                                   ARTICLE IX

A. Each person who was or is a party or is  threatened  to be made a party to or
is  involved  in any  action,  suit  or  proceeding,  whether  civil,  criminal,
administrative,  investigative  or  arbitration  and whether  formal or informal
("proceeding"),  by reason of the fact that he or she, or a person of whom he or
she is the legal representative,  is or was a director,  officer or employee, of
the  Corporation  or is or was  serving at the request of the  Corporation  as a
director, officer or employee of another corporation or of a partnership,  joint
venture,  trust or other enterprise,  including service with respect to employee
benefit  plans,  whether the basis of such  proceeding  is alleged  action in an
official  capacity  while  serving as a director,  officer or employee or in any
other  capacity  while  serving as a  director,  officer or  employee,  shall be

<PAGE>

indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized  by the Act, as the same exists or may  hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the Corporation to provide broader indemnification rights than the Act permitted
the  Corporation  to provide prior to such  amendment),  against all  reasonable
expenses,  liability and loss (including without limitation attorneys' fees, all
costs, judgments, fines, Employee Retirement Income Security Act excise taxes or
penalties and amounts paid or to be paid in settlement)  reasonably  incurred or
suffered by such person in connection therewith.  Such right shall be a contract
right  and  shall  include  the  right  to be paid by the  Corporation  expenses
incurred in defending any such  proceeding in advance of its final  disposition;
provided,  however,  that the payment of such  expenses  incurred by a director,
officer or  employee in his or her  capacity as a director,  officer or employee
(and not in any other  capacity  in which  service  was or is  rendered  by such
person  while a director,  officer or employee  including,  without  limitation,
service to an employee benefit plan) in advance of the final disposition of such
proceeding, shall be made only upon delivery to the Corporation of (i) a written
undertaking, by or on behalf of such director, officer or employee, to repay all
amounts so advanced if it should be determined  ultimately  that such  director,
officer or employee is not entitled to be  indemnified  under this Article IX or
otherwise,  or (ii) a written  affirmation  by or on  behalf  of such  director,
officer or employee  that, in such  person's good faith belief,  such person has
met the standards of conduct set forth in the Act.

B. If a claim under Section A is not paid in full by the  Corporation  within 30
days after a written  claim has been received by the  Corporation,  the claimant
may at any time  thereafter  bring suit against the  Corporation  to recover the
unpaid amount of the claim and, if successful in whole or in part,  the claimant
shall be entitled to be paid also the  expenses of  prosecuting  such claim.  It
shall  be a  defense  to any  such  action  that  the  claimant  has not met the
standards of conduct which make it permissible under the Act for the Corporation
to indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation.  The failure of the Corporation  (including
its Board of Directors,  independent  legal counsel or 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 the Act, shall not be a
defense to the action or create a presumption  that the claimant had not met the
applicable standard of conduct.

C.  Indemnification  provided  hereunder  shall, in the case of the death of the
person entitled to indemnification, inure to the benefit of such person's heirs,
executors or other lawful representatives. The invalidity or unenforceability of
any provision of this Article IX shall not affect the validity or enforceability
of any other provision of this Article IX.

D. Any action taken or omitted to be taken by any director,  officer or employee
in good faith and in  compliance  with or pursuant to any order,  determination,
approval or permission made or given by a commission,  board,  official or other
agency of the United States or of any state or other governmental authority with
respect  to the  property  or affairs of the  Corporation  or any such  business
corporation,  not-for-profit  corporation,  joint venture,  trade association or

<PAGE>

other  entity  over  which  such  commission,  board,  official  or  agency  has
jurisdiction or authority or purports to have jurisdiction or authority shall be
presumed to be in  compliance  with the standard of conduct set forth in Section
490.851 (or any successor provision) of the Act whether or not it may thereafter
be  determined  that such  order,  determination,  approval  or  permission  was
unauthorized, erroneous, unlawful or otherwise improper.

E. Unless finally  determined,  the  termination of any  litigation,  whether by
judgment,  settlement,  conviction  or upon a plea of  nolo  contendere,  or its
equivalent,  shall not create a presumption  that the action taken or omitted to
be taken by the person seeking  indemnification did not comply with the standard
of conduct set forth in Section 490.851 (or any successor provision) of the Act.

F. The rights  conferred on any person by this Article IX shall not be exclusive
of any other  right  which any person may have or  hereafter  acquire  under any
statute, provision of the Articles of Incorporation,  Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.

G. The Corporation may maintain insurance, at its expense, to protect itself and
any such  director,  officer,  employee or agent of the  Corporation  or another
corporation,  partnership,  joint venture, trust or other enterprise against any
such expense,  liability or loss,  whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Act.

                                    ARTICLE X

A.        As used in these Articles of Incorporation,  the following terms shall
          have the following meanings:

          (i)  "Affiliate"  shall  mean  any  Person  or  entity,   directly  or
          indirectly,  controlling,  controlled by or under common  control with
          such Person or entity;  "Business Day" shall mean any day other than a
          Saturday,  Sunday, or a day on which banking institutions in the State
          of New York or the State of Iowa are authorized or obligated by law or
          executive order to close;

          (ii)  "Ownership  Limit"  shall  mean  with  respect  to  any  Person,
          ownership  of 10% of the issued and  outstanding  Common Stock if such
          ownership would cause such Person to become subject to regulation as a
          registered  holding  company under PUHCA or the  Corporation or any of
          its  subsidiaries to become subject to regulation as a subsidiary of a
          registered holding company under PUHCA;

          (iii)  "Person"  shall  mean  any  person  or  entity  of  any  nature
          whatsoever, specifically including an individual, a firm, a company, a
          corporation, a partnership, a trust or other entity;
<PAGE>

          (iv) "Preferred Eligible Shareholder" shall mean a holder of Preferred
          Shares or its Affiliates; and

          (v) "Transfer" shall mean any sale, assignment, pledge, hypothecation,
          other disposition or encumbrance, whether or not for consideration.

                                   ARTICLE XI

                  These  Articles of  Incorporation  may be  amended,  repealed,
changed or modified at any annual meeting of  shareholders of the Corporation or
at a special  meeting  being called for that purpose or by written  consent,  in
compliance with the applicable statutes of the State of Iowa.