AMENDED ARTICLES OF INCORPORATION
OF
WATERWOOD IMPROVEMENT ASSOCIATION, INC.



We, the undersigned, natural persons of the age of twenty-one years or more, at least two of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation (which is hereinafter called Corporation) is WATERWOOD IMPROVEMENT ASSOCIATION, INC.

ARTICLE TWO

The corporation is a non-profit corporation.

ARTICLE THREE

The period of its duration is perpetual.

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To promote and develop the common good and social welfare of the people of a community and its environs to be developed on all or a portion of the tracts of land specifically described and recorded in Volume 127, Page 533, Map records of San Jacinto County, Texas; and in Volume 243, Page 694, Map Records of Walker County, Texas, presently consisting of 24, 399.96 acres of land, more or less provided, however, only those portions of the above described property as shall hereafter be actually subject to an agreement of covenants, conditions and restrictions supporting and benefiting the Corporation, together with any additional land, which may hereafter be subjected to such agreement of covenants, conditions and restrictions supporting and benefiting the Corporation, and adopted by resolution of the Board of Directors of the Corporation, shall be considered as such community (all of such property is hereinafter referred to as the "Properties") and the proper object of the powers and purposes of the Corporation.

Without limiting the foregoing general statement of purposes, the Corporation shall have the following specific purposes:

(1) To aid, promote, and provide for the establishment, advancement and perpetuation of any and all utilities, systems, services and facilities for the properties which tend to promote the general welfare of the inhabitants with regard to health, safety, education, culture, recreation, comfort or convenience to the extent and in the manner deemed desirable by the Board of Directors.

(2) To operate and maintain or provide for the operation and maintenance of any properties which may be from time to time designated or conveyed to the Corporation for the general welfare of the inhabitants with regard to health, safety, education, culture, recreation, comfort and convenience.

(3) To enforce all covenants, restrictions, reservations, servitudes, profits, licenses, conditions, agreements, easements and liens established for the support and/or benefit of the Corporation, or which it may be legally entitled to enforce, and to disburse and use the proceeds of any such charges and to use and disburse any funds which may come into the hands of the Corporation for the promotion of any and all of the purposes of the Corporation in a lawful manner determined by the Board of Directors.

(4) To do any and all lawful things and acts that the Corporation may from time to time, in its discretion, deem to be for the benefit of the properties and the inhabitants thereof or advisable, proper or convenient for the promotion of the interest of said inhabitants with regard to health, safety, education, culture, recreation, comfort or convenience of such community.





The Corporation will take action to accomplish the foregoing purposes only when and if such action appears, in the sole and absolute discretion of the Board of Directors, to be desirable and feasible.
ARTICLE FIVE

The street address of the initial registered office of the Corporation is Republic National Bank Building, c/o CT Corporation Systems, Dallas, Texas 75201, and the name of the initial registered agent of the Corporation at such address is CT Corporation System.

ARTICLE SIX

The number of directors constituting the initial Board of Directors is five (5) and the names and addresses of the persons who are to serve as the initial directors are:

Joseph Timan 4400 East Broadway
Tucson, Arizona 85711

Sidney Nelson 4400 East Broadway
Tucson, Arizona 85711

Russell C. Wilde 4400 East Broadway
Tucson, Arizona 85711

Leonard E. Steele 4400 East Broadway
Tucson, Arizona 85711

Alfred Lehtonen 4400 East Broadway
Tucson, Arizona 85711


ARTICLE SEVEN

The names and addresses of the incorporators are:

Robert R. Randolph 2100 First City National Bank Building
Houston, Texas 77002

Norman D. Radford, Jr. 2100 First City National Bank Building
Houston, Texas 77002

Robert J. Bachman 2100 First City National Bank Building
Houston, Texas 77002


ARTICLE EIGHT

Except as may otherwise be provided in the By-laws, the Board of Directors of the Corporation is expressly authorized to alter, amend or repeal the By-laws or to adopt new By-laws for the Corporation without any action on the part of the members.

ARTICLE NINE

Pursuant to Article 12.02-7.06, Vernon's Annotated Texas Statutes, a director of the corporation shall not be liable to the corporation or its members for monetary damages for an act or omission in the director's capacity as a director, except that this article does not authorize the elimination or limitation of the liability of a director to the extent the director is found liable for:

1) a breach of the director's duty of loyalty to the corporation or its shareholders or members.

2) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or

4) an act or omission for which the liability of a director is expressly provided by an applicable statute.