<PAGE>

                     CERTIFICATE OF INCORPORATION
                                 OF
                      ACCESS ANYTIME BANCORP, INC.


     FIRST:  The name of the Corporation is Access Anytime Bancorp, Inc.
(hereinafter sometimes referred to as the "Corporation").

     SECOND:  The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle.  The name of the registered agent at that
address is The Corporation Trust Company.

     THIRD:  The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

     FOURTH:

     A.   The total number of shares of all classes of stock which the
     Corporation shall have the authority to issue is ten million (10,000,000)
     consisting of:

          1.   four million (4,000,000) shares of preferred stock, par value one
          cent ($.01) per share  (the "Preferred Stock"); and

          2.   six million (6,000,000) shares of common stock, par value one
          cent ($.01) per share (the "Common Stock").

          B.   Except as provided in this Article Fourth (or in any Preferred
     Stock Designation, as hereinafter defined) the holders of the Common Stock
     shall exclusively possess all voting power.  Each holder of shares of
     Common Stock shall be entitled to one vote for each share held by such
     holder, except as to the cumulation of votes for the election of directors.


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

          In the event of any liquidation, dissolution or winding up of the
     Corporation, the holders of the Common Stock (and the holders of any class
     or series of stock entitled to participate with the Common Stock in the
     distribution of assets) shall be entitled to



<PAGE>

     receive, in cash or in kind, the assets of the Corporation available for
     distribution remaining after:  (i) payment or provision for payment of the
     Corporation's debts and liabilities and (ii) distributions or provision for
     distributions to holders of any class or series of stock having preference
     over the Common Stock in the liquidation, dissolution, or winding up of the
     Corporation.  Each share of Common Stock shall have the same relative
     rights as and be identical in all respects with all the other shares of
     Common Stock.


     C.   The Board of Directors is hereby expressly authorized, subject to any
     limitations prescribed by law, to provide for the issuance of the shares of
     Preferred Stock in series, and by filing a certificate pursuant to the
     applicable law of the State of Delaware (such certificate being hereinafter
     referred to as a "Preferred Stock Designation"), to establish from time to
     time the number of shares to be included in each such series, and to fix
     the designation, powers, preferences and rights of the shares of each such
     series and any qualifications, limitations or restrictions thereof.

     D.   No shares of capital stock (including shares issuable upon conversion,
     exchange or exercise of other securities) shall be issued directly or
     indirectly, to officers, directors, or controlling persons of the
     Corporation other than as part of a general public offering or as
     qualifying shares to a director unless the issuance or the plan under which
     they would be issued has been approved by a majority of the total votes
     eligible to be cast at a legal meeting.

     E.   Nothing contained in this Article Fourth (or in any Preferred Stock
     Designation) shall entitle the holders of any class of a series of capital
     stock to vote as a separate class or series or to more than one vote per
     share, except as to the cumulation of votes for the election of directors;
     provided, that this restriction on voting separately by class or series
     shall not apply:

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

          (ii)    to any provision which would require the holders of Preferred
                  Stock, voting as a class or series, to approve the merger or
                  consolidation of the Corporation with another corporation or
                  the sale, lease or conveyance (other than by mortgage or
                  pledge) of properties or business in exchange for securities
                  of a corporation other than the Corporation if the Preferred
                  Stock is exchanged for securities of such other corporation;

          (iii)   to any amendment which would adversely change the specific
                  terms of any class or series of capital stock as set forth in
                  this Article Fourth (or in any Preferred Stock Designation),
                  including any amendment which would create or enlarge any
                  class or series ranking prior thereto in rights and


                                        2
<PAGE>

                  preferences.  An amendment which increases the number of
                  authorized shares of any class or series of capital stock, or
                  substitutes the surviving Corporation in a merger or
                  consolidation for the Corporation, shall not be considered to
                  be such an adverse change.

     FIFTH:  The name and mailing address of the incorporator is:


                  NAME                                      MAILING ADDRESS
                  ----                                      ---------------

          First Savings Bank, F.S.B.             PO Box 1569
                                                 Clovis, New Mexico  88102-1569

     SIXTH:  The Corporation is to have perpetual existence.

     SEVENTH:  The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.  In addition to the powers and
authority expressly conferred upon them by statute or by this Certificate of
Incorporation or the Bylaws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation.  In furtherance and not in limitation  of
the powers conferred by statute, the Board of Directors is expressly authorized:

          (1)     to make, alter or repeal the Bylaws of the Corporation.

          (2)     to authorize and cause to be executed mortgages and liens upon
     the real and personal property of the Corporation.

          (3)     to set apart out of any of the funds of the Corporation
     available for dividends a reserve or reserves for any proper purpose and to
     abolish any such reserve in the manner in which it was created.

          (4)     by a majority of the whole Board of Directors, to designate
     one or more committees, each committee to consist of two or more of the
     directors of the Corporation.  The Board of Directors may designate one or
     more directors as alternate members of any committee, who may replace any
     absent or disqualified member at any meeting of the committee.  Any such
     committee, to the extent provided in the resolution or in the Bylaws of the
     Corporation, shall have and may exercise the powers of the Board of
     Directors in the management of the business and affairs of the Corporation
     and may authorize the seal of the Corporation to be affixed to all papers
     which may require it; provided, however, the Bylaws may provide that in the
     absence or disqualification of any member of such committee or committees
     the member or members thereof present at any meeting and not disqualified
     from voting, whether or not he or they constitute a quorum, may unanimously
     appoint another member of the Board of Directors to act at the meeting in
     the place of any such absent or disqualified member.


                                        3
<PAGE>

     EIGHTH:

          A.      Meetings of stockholders may be held within or without the
     State of Delaware, as the Bylaws may provide.  The books of the Corporation
     may be kept (subject to any provision contained in the statutes) outside
     the State of Delaware at such place or places as may be designated from
     time to time by the Board of Directors or in the Bylaws of the Corporation.
     Elections of directors need not be by written ballot unless the Bylaws of
     the Corporation shall so provide.

          B.      At all elections of directors of the Corporation, each holder
     of stock or of any class or classes or of a series or series thereof shall
     be entitled to as many votes as shall equal the number of votes which
     (except for such provision as to cumulative voting) he would be entitled to
     cast for the election of directors with respect to his shares of stock
     multiplied by the number of directors to be elected by him, and that he may
     cast all of such votes for a single director or may distribute them among
     the number to be voted for, or for any two or more of them as he may see
     fit.

     NINTH:  The number of directors shall be not less than seven nor more than
fifteen, as stated from time to time in the Bylaws; provided that a greater
number may be approved by the Board.

     TENTH:  The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any 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 Delaware General Corporation Law.

     ELEVENTH:  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     TWELFTH:

          A.      The Corporation shall have the authority to issue fractional
     shares.

          B.      No stockholder of the Corporation shall have any preemptive or
     preferential right of subscription to any shares of any stock of the
     Corporation, or to any obligations convertible into stock of the
     Corporation, issued or sold, nor any right of subscription to any thereof
     other than such, if any, as the Board of Directors of the Corporation in
     its discretion from time to time may determine, and the Board of Directors
     may issue stock of the Corporation, or obligations convertible into stock,
     without offering such issue of stock, either in whole or in part, to the
     stockholders of the Corporation.  The acceptance of stock in the
     Corporation shall be a waiver of any such preemptive or


                                        4
<PAGE>

     preferential right which in the absence of this provision might otherwise
     be asserted by stockholders of the Corporation or any of them.

          C.      The Corporation shall be entitled to treat the person in whose
     name any share 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 other person, whether or not the
     Corporation shall have notice thereof, save as expressly provided by the
     laws of the State of Delaware.

     THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation under the laws of the State of Delaware, does make, file and record
this Certificate of Incorporation, does certify that the facts herein stated are
true, and, accordingly, has executed this Certificate of Incorporation this 27th
day of August, 1996.

                                   FIRST SAVINGS BANK, F.S.B.



                                   By   /s/ Ken Huey
                                      -------------------------------------
                                        Ken Huey, Jr.
                                        President & Chief Executive Officer
                                        Incorporator



                                        5
<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


     Access Anytime Bancorp, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following three
amendments to the Certificate of Incorporation of said corporation:

     (1)  Section D of Article Fourth of the Certificate of Incorporation shall
          be deleted.

     (2)  A new Article Thirteenth shall be added to the Certificate of
          Incorporation as follows:


          "THIRTEENTH:  A director shall not be personally liable for monetary
          damages to the Corporation or its stockholders for breach of fiduciary
          duty as a director except (a) for any breach of the director's duty of
          loyalty to the Corporation or its stockholders, (b) for acts or
          omissions not in good faith or which involve intentional misconduct or
          a knowing violation of law, (c) under section 174 of the General
          Corporation Law of the State of Delaware or any successor provision,
          or (d) for any transaction from which the director derived an improper
          personal benefit."


     (3)  A new Article Fourteenth shall be added to the Certificate of
          Incorporation as follows:

          "FOURTEENTH:

                  A.     In addition to any affirmative vote required by law or
          this Certificate of Incorporation, and except as otherwise expressly
          provided in this Section:

                         1.   any merger or consolidation of the Corporation or
                  any Subsidiary (as hereinafter defined) with (i) any
                  Interested Stockholder (as hereinafter defined) or (ii) any
                  other corporation (whether or not itself an Interested
                  Stockholder) which is, or after such merger or consolidation
                  would be, an Affiliate (as hereinafter defined) of an
                  Interested Stockholder; or



<PAGE>

                         2.   any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Stockholder, or any
                  Affiliate of any Interested Stockholder, of any assets of the
                  Corporation or any Subsidiary having an aggregate Fair Market
                  Value (as hereafter defined) equaling or exceeding 25% or more
                  of the combined assets of the Corporation and its
                  Subsidiaries; or

                         3.   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 Stockholder or any Affiliate of any Interested
                  Stockholder in exchange for cash, securities or other property
                  (or a combination thereof) having an aggregate Fair Market
                  Value equaling or exceeding 25% of the combined assets of the
                  Corporation and its Subsidiaries except pursuant to an
                  employee benefit plan of the Corporation or any Subsidiary
                  thereof; or

                         4.   the adoption of any plan or proposal for the
                  liquidation or dissolution of the Corporation proposed by or
                  on behalf of any Interested Stockholder or any Affiliate of
                  any Interested Stockholder; or

                         5.   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 Stockholder)
                  which has the effect, directly or indirectly, of increasing
                  the proportionate share of the outstanding shares of any class
                  of equity or convertible securities of the Corporation or any
                  Subsidiary which is directly or indirectly owned by any
                  Interested Stockholder or any Affiliate of any Interested
                  Stockholder (a "Disproportionate Transaction"); provided,
                  however, that no such transaction shall be deemed a
                  Disproportionate Transaction if the increase in the
                  proportionate ownership of the Interested Stockholder or
                  Affiliate as a result of such transaction is no greater than
                  the increase experienced by the other stockholders generally;


                                        2
<PAGE>

     shall require the affirmative vote of the holders of at least 80% of the
     voting power of the then-outstanding shares of stock of the Corporation
     entitled to vote in the election of directors (the "Voting Stock,"), voting
     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 by any other provisions of this
     Certificate of Incorporation or any Preferred Stock Designation or in any
     agreement with any national securities exchange or quotation system or
     otherwise.

     The term "Business Combination" as used in this Article Fourteenth shall
     mean any transaction which is referred to in any one or more of paragraphs
     1 through 5 of Section A of this Article Fourteenth.

          B.      The provisions of Section A of this Article Fourteenth shall
     not be applicable to any particular Business Combination, and such Business
     Combination shall require only the affirmative vote of the majority of the
     outstanding shares of capital stock entitled to vote, or such vote as is
     required by law or by this Certificate of Incorporation, if, in the case of
     any Business Combination that does not involve any cash or other
     consideration being received by the stockholders of the Corporation solely
     in their capacity as stockholders of the Corporation, the condition
     specified in the following paragraph 1 is met or, in the case of any other
     Business Combination, all of the conditions specified in either of the
     following paragraphs 1 and 2 are met:

          1.      The Business Combination shall have been approved by a
          majority of the Disinterested Directors (as hereinafter defined).

          2.      All of the following conditions shall have been met:

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

                         I.   (if applicable) the Highest Per Share Price,
                         including any brokerage commissions, transfer taxes and
                         soliciting dealers' fees,


                                        3
<PAGE>

                              paid by the Interested Stockholder or any of its
                              Affiliates for any shares of Common Stock acquired
                              by it (X) within the two-year period immediately 
                              prior to the first public announcement of the 
                              proposal of the Business Combination (the 
                              "Announcement Date"), or (Y) in the transaction 
                              in which it became an Interested Stockholder, 
                              whichever is higher.

                              II.  the Fair Market Value per share of Common 
                              Stock on the Announcement Date or on the date on
                              which the Interested Stockholder became an 
                              Interested Stockholder (such latter date is 
                              referred to in this Article Fourteenth as the 
                              "Determination Date"), whichever is higher.

                              (b)  The aggregate amount of the cash and the
                         Market Value as of the date of the consummation of the
                         Business Combination of consideration other than cash
                         to be received per share by holders of shares of any
                         class of outstanding Voting Stock other than Common
                         Stock shall be at least equal to the highest of the
                         following (it being intended that the requirement of
                         this subparagraph (b) shall be required to be met with
                         respect to every such class of outstanding  Voting
                         Stock, whether or not the Interested Stockholder has
                         previously acquired any shares of a particular class of
                         Voting Stock):

                              I.   (if applicable) the Highest Per Share Price
                              (as hereinafter defined) including any brokerage
                              commissions, transfer taxes and soliciting
                              dealers' fees, paid by the Interested Stockholder
                              for any shares of such class of Voting Stock
                              acquired by it (X) within the two-year period
                              immediately prior to the Announcement Date, or (Y)
                              in the transaction in which it became an
                              Interested Stockholder, whichever is higher;

                              II.  (if applicable) the highest preferential
                              amount per share to which holders of shares


                                        4
<PAGE>

                              of such class of Voting Stock are entitled in the
                              event of voluntary or involuntary liquidation,
                              dissolution or winding up of the Corporation;

                              III. the Fair Market Value per share of such class
                              of voting stock on the Announcement Date or on the
                              Determination Date, whichever is higher.

                              (c)  The consideration to be received by holders
                         of a particular class of outstanding Voting Stock
                         (including Common Stock) shall be in cash or in the
                         same form as the Interested Stockholder has previously
                         paid for shares of such class of Voting Stock. If the
                         Interested Stockholder has paid for shares of any class
                         of Voting Stock with varying forms of consideration,
                         the form of consideration to be received per share by
                         holders of shares of such class of Voting Stock shall
                         be either cash or the form used to acquire the largest
                         number of shares of such class of Voting Stock
                         previously acquired by the Interested Stockholder. The
                         price determined in accordance with subparagraph B.2 of
                         this Article Fourteenth shall be subject to appropriate
                         adjustment in the event of any stock dividend, stock
                         split, combination of shares or similar event.

                              (d)  After such Interested Stockholder has become
                         an Interested Stockholder and prior to the consummation
                         of such Business Combination; (i) except as approved by
                         a majority of the Disinterested Directors, there shall
                         have been no failure to declare and pay at the regular
                         date therefor any full quarterly dividends (whether or
                         not cumulative) on any outstanding stock having
                         preference over the Common Stock as to dividends or
                         liquidation; (ii) there shall have been (X) 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, and (Y) an
                         increase in such annual rate of dividends as necessary
                         to reflect any reclassification (including any reverse
                         stock split), recapitalization,


                                        5
<PAGE>

                         reorganization or any similar transaction which has the
                         effect of reducing the number of outstanding shares of
                         Common Stock, unless the failure to so increase such
                         annual rate is approved by a majority of the
                         Disinterested Directors; and (iii) neither such
                         Interested Stockholder nor any of its Affiliates shall
                         have become the beneficial owner of any additional
                         shares of Voting Stock except as part of the
                         transaction which results in such Interested
                         Stockholder becoming an Interested Stockholder.

                              (e)  After such Interested Stockholder has become
                         an Interested Stockholder, such Interested Stockholder
                         shall not have received the benefit, directly or
                         indirectly (except proportionately as a stockholder),
                         of any loans, advances, guarantees, pledges or other
                         financial assistance or any tax credits or other tax
                         advantages provided by the Corporation, whether in
                         anticipation of or in connection with such Business
                         Combination or otherwise.

                              (f)  A proxy or information statement describing
                         the proposed Business Combination and complying with
                         the requirements of the Securities Exchange Act of 1934
                         and the rules and regulations thereunder (or any
                         subsequent provisions replacing such Act, rules or
                         regulations) shall be mailed to stockholders of the
                         Corporation at least 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).

                  C.     For the purposes of this Article Fourteenth:

                         1.   A "Person" shall include an individual, a group
          acting in concert, a corporation, a partnership, an association, a
          joint venture, a pool, a joint stock company, a trust, an
          unincorporated organization or similar company, a syndicate or any
          other group formed for the purpose of acquiring, holding or disposing
          of securities.


                                        6
<PAGE>

                         2.   "Interested Stockholder" shall mean any Person
          (other than the Corporation or any holding company or Subsidiary
          thereof) who or which:

                              (a)  is the beneficial owner, directly or
                         indirectly, of more than 10% of the voting power of the
                         outstanding Voting Stock; or

                              (b)  is an Affiliate of the Corporation and at any
                         time within the two-year period immediately prior to
                         the date in question was the beneficial owner, directly
                         or indirectly, of 10% or more of the voting power of
                         the then-outstanding Voting Stock; or

                              (c)  is an assignee of or has otherwise succeeded
                         to any shares of Voting Stock which were at any time
                         within the two-year period immediately prior to the
                         date in question beneficially owned by any Interested
                         Stockholder, 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.

                         3.   A Person shall be a "beneficial owner" of any
          Voting Stock:

                              (a)  which such Person or any of its Affiliates or
                         Associates (as hereinafter defined) beneficially owns,
                         directly or indirectly, within the meaning of Rule 13d-
                         3 under the Securities Exchange Act of 1934, as in
                         effect on December 31, 1996; or

                              (b)  which such Person or any of its Affiliates or
                         Associates has (i) the right to acquire (whether such
                         right is exercisable immediately or only after the
                         passage of time) pursuant to any agreement, arrangement
                         or understanding or upon the exercise of conversion
                         rights, exchange rights, warrants or options, or
                         otherwise, or (ii) the right to vote pursuant to any
                         agreement, arrangement or understanding (but neither
                         such Person nor any such Affiliate or Associate shall
                         be deemed to be the


                                        7
<PAGE>

                         beneficial owner of any shares of Voting Stock solely
                         by reason of a revocable proxy granted for a particular
                         meeting of stockholders, pursuant to a public
                         solicitation of proxies for such meeting, and with
                         respect to which shares neither such Person nor any
                         such Affiliate or Associate is otherwise deemed the
                         beneficial owner); or

                              (c)  which are beneficially owned, directly or
                         indirectly, within the meaning of Rule 13d-3 under the
                         Securities Exchange Act of 1934, as in effect on
                         December 31, 1996, by any other Person with which such
                         Person or any of its Affiliates or Associates has any
                         agreement, arrangement or understanding for the
                         purposes of acquiring, holding, voting (other than
                         solely by reason of a revocable proxy as described in
                         Subparagraph (b) of this Paragraph 3) or in disposing
                         of any shares of Voting Stock;

          provided, however, that, in the case of any employee stock ownership
          or similar plan of the Corporation or of any Subsidiary in which the
          beneficiaries thereof possess the right to vote any shares of Voting
          Stock held by such plan, no such plan nor any trustee with respect
          thereto (nor any Affiliate of such trustee), solely by reason of such
          capacity of such trustee, shall be deemed, for any purposes hereof, to
          beneficially own any shares of Voting Stock held under any such plan.

                         4.   For the purpose of determining whether a Person is
          an Interested Stockholder pursuant to Paragraph 2 of this Section C,
          the number of shares of Voting Stock deemed to be outstanding shall
          include shares deemed owned through application of Paragraph 3 of this
          Section C but shall not include any other shares of Voting Stock which
          may be issuable pursuant to any agreement, arrangement or
          understanding, or upon exercise of conversion rights, warrants or
          options, or otherwise.

                         5.   "Affiliate" and "Associate" shall have the
          respective meanings ascribed to such terms in Rule l2b-2 of the
          General Rules and Regulations under the Securities Exchange Act of
          1934, as in effect on December 31, 1996.

                         6.   "Subsidiary" means any corporation of which a
          majority of any class of equity security is owned, directly or


                                        8
<PAGE>

          indirectly, by the Corporation; PROVIDED, HOWEVER, that for the
          purposes of the definition of Interested Stockholder set forth in
          Paragraph 2 of this Section C, the term "Subsidiary" shall mean only a
          corporation of which a majority of each class of equity security is
          owned, directly or indirectly, by the Corporation.

                         7.   "Disinterested Director" means any member of the
          Board of Directors who is unaffiliated with the Interested Stockholder
          and was a member of the Board of Directors prior to the time that the
          Interested Stockholder became an Interested Stockholder, and any
          director who is thereafter chosen to fill any vacancy on the Board of
          Directors or who is elected and who, in either event, is unaffiliated
          with the Interested Stockholder, and in connection with his or her
          initial assumption of office is recommended for appointment or
          election by a majority of Disinterested Directors then on the Board of
          Directors.

                         8.   "Fair Market Value" means: (a) in the case of
          stock, the highest closing sales price of the stock during the 30-day
          period immediately preceding the date in question of a share of such
          stock of the National Association of Securities Dealers Automated
          Quotations ("NASDAQ") System or any system then in use, or, if such
          stock is admitted to trading on a principal United States securities
          exchange registered under the Securities Exchange Act of 1934, Fair
          Market Value shall be the highest sale price reported during the 30-
          day period preceding the date in question, or, if no such quotations
          are available, the Fair Market Value on the date in question of a
          share of such stock as determined by the Board of Directors in good
          faith, in each case with respect to any class of stock, appropriately
          adjusted for any dividend or distribution in shares of such stock or
          in combination or reclassification of outstanding shares of such stock
          into a smaller number of shares of such stock, and (b) in the case of
          property other than cash or stock, the Fair Market Value of such
          property on the date in question as determined by the Board of
          Directors in good faith.

                  9.     Reference 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.


                                        9
<PAGE>

                  10.    In the event of any Business Combination in which the
          Corporation survives, the phrase "consideration other than cash to be
          received" as used in Subparagraphs (a) and (b) of Paragraph 2 of
          Section B of this Article Fourteenth shall include the shares of
          Common Stock and/or the shares of any other class of outstanding
          Voting Stock retained by the holders of such shares.

                  D.     A majority of the Disinterested Directors of the
          Corporation shall have the power and duty to determine for the
          purposes of this Article Fourteenth, on the basis of information known
          to them after reasonable inquiry, (a) whether a person is an
          Interested Stockholder; (b) the number of shares of Voting Stock
          beneficially owned by any person; (c) whether a person is an Affiliate
          or Associate of another; and (d) whether the assets which are the
          subject of any Business Combination have, or the consideration to be
          received for the issuance or transfer of securities by the Corporation
          or any Subsidiary in any Business Combination has, an aggregate Fair
          Market Value equaling or exceeding 25% of the combined assets of the
          Corporation and its Subsidiaries. A majority of the Disinterested
          Directors shall have the further power to interpret all of the terms
          and provisions of this Article Fourteenth.

                  E.     Nothing contained in this Article Fourteenth shall be
          construed to relieve any Interested Stockholder from any fiduciary
          obligation imposed by law.

                  F.     Notwithstanding any other provisions of this
          Certificate of Incorporation or any provision of law which might
          otherwise permit a lesser vote or no vote, but in addition to any
          affirmative vote of the holders of any particular class or series of
          the Voting Stock required by law, this Certificate of Incorporation or
          any Preferred Stock Designation, the affirmative vote of the holders
          of at least 80% of the voting power of all of the then-outstanding
          shares of the Voting Stock, voting together as a single class, shall
          be required to alter, amend, change or repeal, or adopt any provisions
          inconsistent with, this Article Fourteenth; provided, however, that
          the foregoing provisions of this subparagraph F shall not apply to,
          and such vote shall not be required for, any such amendment,
          alteration, change, repeal or adoption approved by a majority of the
          Disinterested Directors, and any such amendment, alteration, change,
          repeal or adoption so approved shall require only such vote, if any,
          as is required by law, any other provision of the Certificate of
          Incorporation or the By-Laws of the Corporation."


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<PAGE>


     SECOND:  That at a meeting of stockholders duly called and held on May 30,
1997, the stockholders approved said amendments in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     THIRD:  That the aforesaid amendments were duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said Access Anytime Bancorp, Inc. has caused this
certificate to be signed by N. R.. Corzine, its Chairman of the Board of
Directors and Chief Executive Officer this 30th day of May, 1997.

                                   ACCESS ANYTIME BANCORP, INC.



                                   By   /s/ Norm Corzine
                                      ------------------------------------
                                        N.R. Corzine
                                        Chairman of the Board of Directors
                                            and Chief Executive Officer



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