AMENDED AND 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 Amended and Restated Articles of Incorporation ("Articles of
Incorporation"). Certain capitalized terms used herein are defined in Article X
hereof.

                                   ARTICLE I.

                  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 Peg Roy.

                                  ARTICLE II.

                  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.

                                  ARTICLE III.

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.

D. A first series of the Preferred Stock has been 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.

                                  ARTICLE IV.

A. Creation, Designation and Amount of First Series of Preferred Stock. A first
series of the Preferred Stock is 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 47,000,000.

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.

(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  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 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:


(i)  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 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  Shares as to the matters set forth in this clause
     (vi) not to be unreasonably withheld).

(ii) 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 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 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 Corpora-
tion 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
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
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;

(ii) "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;

(iii)"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;

(iv) "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;

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

(vi) "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.