EXHIBIT 3-e
STATE OF MISSISSIPPI
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF INCORPORATION
OF
FIRST CAPITAL CORP.
The undersigned, as Secretary of State of the State of Mississippi
hereby certifies that duplicate originals of Articles of incorporation for the
above named corporation duty signed and verified pursuant to the provisions of
the Mississippi Business Corporation Act, have been received in this office and
are found to conform to Law.
ACCORDINGLY the undersigned, as such Secretary of State, and by
virtue of the authority vested in him by Law, hereby issues this CERTIFICATE OF
INCORPORATION, and attaches hereto a duplicate original of the Articles of
Incorporation.
(SEAL)
Given under my hand and Seat of Office this the 5th day of August 1968.
/s/ HEBER LADNER
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FIRST CAPITAL CORP.
The undersigned natural persons of the age of twenty-one (21) years
or more, acting as incorporators of a corporation under the Mississippi Business
Corporation Act, hereby adopt the following Articles of Incorporation for such
corporation:
FIRST: The name of the Corporation is FIRST CAPITAL CORP.
SECOND: The period of its duration is ninety-nine (99) years.
THIRD: The specific purposes for which the corporation is organized
stated in general terms are:
(1) To receive and hold the common stock and other securities of a
commercial bank and other financial institutions and business
interests.
(2) To engage in acts and activities which directly or indirectly
relate to or complement the business of banking or other financial
institutions and business interests.
(3) To engage in other investment activities and in the furnishing of
goods and services to financial, trade and commercial activities.
(4) To engage in any and all types of business activity.
(5) To do all things necessary, convenient or desirable for the
accomplishment of any of the purposes or the attainment of any of the
objectives herein set forth and to do all things incidental thereto
which are not prohibited by law.
FOURTH: The aggregate number of Shares which the corporation shall
have authority to issue is five million (5,000,000) having a par value of Five
and No/100 ($5.00) each.
FIFTH: The corporation will not commence business until consideration
of the value of at Least one Thousand and No/100 Dollars ($1,000.00) has been
received for the issuance of shares.
SIXTH: Shareholders shall have no preemptive right to acquire
additional or treasury shares of the corporation.
SEVENTH: The post office address of the corporation's initial
registered office is 248 East Capital Street, Jackson, Mississippi, and the
name of its initial registered agent at such address is John P. Maloney.
EIGHTH: The number of directors constituting the initial board of
directors of the corporation is three (3). Subsequently the corporation shall
have the number of directors (but not less than three) as may be designated in
its bylaws, any additional directors to be elected at an annual or special
meeting of shareholders called for that purpose. The names and addresses of the
persons who are to serve as initial directors until the first annual meeting of
shareholders or until their successors are elected and shall qualify are:
Name Street and Post Office Address
- ----------------- ------------------------------
Robert M. Hearin 248 East Capitol Street
Jackson, Mississippi
R. B. Lampton 248 East Capitol Street
Jackson, Mississippi
Edmund L. Brunini 248 East Capitol Street
Jackson, Mississippi
NINTH: The name and post office address of each incorporator is:
Name Street and Post Office Address
- ----------------- ------------------------------
Robert M. Hearin 248 East Capital Street
Jackson, Mississippi
John B. Tullos 248 East Capitol Street
Jackson, Mississippi
DATED this 5th day of August, 1968.
/s/ ROBERT M. HEARIN
ROBERT M. HEARIN
/s/ JOHN B. TULLOS
JOHN B. TULLOS
INCORPORATORS
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named ROBERT M. HEARIN and JOHN B.
TULLOS, incorporators of the corporation known as FIRST CAPITAL CORP. who
acknowledged that they signed and executed the above and foregoing articles of
incorporation as their act and deed on the day and year therein mentioned.
GIVEN UNDER MY HAND AND OFFICIAL SEAL, this the 5th day of August,
1968.
/s/ DAISY S. BLACKWELL
NOTARY PUBLIC
My Commission Expires: Oct 1, 1968
STATE OF MISSISSIPPI
OFFICE OF
SECRETARY OF STATE
JACKSON
CERTIFICATE
I, HEBER LADNER, Secretary of State of the State of Mississippi, and
as such, the legal custodian of the corporate records, required by the laws of
Mississippi, to be filed in my office, do hereby certify as follows:
THAT APPLICATION FOR RESERVATION OF CORPORATE NAME "FIRST CAPITAL CORP." DATED
JULY 16, 1968, WAS FILED IN THIS OFFICE JULY 17, 1968.
THAT SAID NAME IS RESERVED FROM JULY 17, 1968, FOR A PERIOD OF ONE HUNDRED
TWENTY (120) DAYS.
Given under my hand and seal of office, this the 17th day of July 1968.
By /s/ HEBER LADNER
SECRETARY OF STATE
(TO BE EXECUTED IN DUPLICATE)
APPLICATION FOR RESERVATION OF CORPORATE NAME
TO THE SECRETARY OF STATE OF THE STATE OF MISSISSIPPI
Pursuant to the provisions of the Mississippi Business Corporation
Act, the undersigned hereby applies for reservation of the following corporate
name for a period of one hundred twenty days:
FIRST CAPITAL CORP.
Dated July 16, 1968
/s/ JOHN P. MALONEY
JOHN P. MALONEY
Applicant
P.O. Box 291, Jackson, Mississippi
By_____________________________________
Its____________________________________
STATEMENT OF
CANCELLATION OF REACQUIRED SHARES
(OTHER THAN REDEEMABLE SHARES)
OF
FIRST CAPITAL CORP.
TO THE SECRETARY OF STATE OF THE STATE OF MISSISSIPPI
Pursuant to the provision of Section 68 of the Mississippi Business
Corporation Act, the undersigned corporation submits the following statement of
cancellation by resolution of its board of directors of shares of the
corporation reacquired by it, other than redeemable shares redeemed or
purchased:
1. The name of the Corporation is:
FIRST CAPITAL CORP.
2. A resolution was duly adopted by the board of directors on January
14, 1969, authorizing the cancellation of two hundred (200) shares of its common
stock, par value $6.00 per share.
3. The aggregate number of issued shares, after giving effect to such
cancellation is 1,495,444 shares of its common stock, par value $5.00 per share.
4. The amount of the stated capital of the corporation, after giving
affect to such cancellation is $7,477,220.
DATED January 14, 1969.
FIRST CAPITAL CORP.
By /s/ ROBERT M. HEARIN
Robert M. Hearin, President
By /s/ JOHN B. TULLOS
John B. Tullos, Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
I, the undersigned notary public, do hereby certify that on this 14th
day of January, 1969, personally appeared before me, ROBERT M. HEARIN, who,
being by me first duty sworn, declared that he is the President of FIRST CAPITAL
CORP., that he executed the foregoing document as President of the corporation,
and that the statements therein contained are true.
/s/ MARGARET T. WILDER
NOTARY PUBLIC
My Commission Expires: May 2, 1969
(SEAL)
STATE OF MISSISSIPPI
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF AMENDMENT
OF
FIRST CAPITAL CORP.
changing name to
FIRST CAPITAL CORPORATION
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Amendment to the
Articles of Incorporation of the above corporation duly signed and verified
pursuant to the provisions of the Mississippi Business Corporation Act, have
been received in this office and are found to conform to Law.
ACCORDINGLY the undersigned, as such Secretary of State, and by
virtue of the authority vested in him by Law, hereby issues this Certificate of
Amendment to the Articles of Incorporation and attaches hereto a duplicate
original of the Articles of Amendment.
SEAL
Given under my hand and seal of Office, this the 7th day of January, 1970.
/s/ HEBER LADNER
SECRETARY OF STATE
(TO BE EXECUTED IN DUPLICATE)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST CAPITAL CORP.
Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of this corporation is First Capital Corp.
SECOND: The following amendment of the Articles of Incorporation was
adopted by the shareholders of the corporation on November 11, 1969 , in the
manner prescribed by the Mississippi Business Corporation Act: The name of
FIRST CAPITAL CORP. be changed from FIRST CAPITAL CORP. to FIRST CAPITAL
CORPORATION.
THIRD: The number of shares of the corporation outstanding at the time
of such adoption was 1,495,444, and the number of shares entitled to vote
thereon was 1,495,444.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
CLASS (NOTE 1) NUMBER OF SHARES
------ -------- ----------------
Common 1,496,444
FIFTH: The number of shares voted for such amendment was unanimous;
and the number of shares voted against such amendment was -0-.
SIXTH: The number of shares of each class entitled to vote thereon as
a class voted for and against such amendment, respectively, was:
NUMBER OF SHARES VOTED
CLASS (NOTE 1) FOR AGAINST
------ -------- --------- -------
Common Unanimous -0-
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (Note 2) No Change.
EIGHTH: The manner in which such amendment effects a change in the
amount of stated capital, and the amount of stated capital (expressed in
dollars) as changed by such amendment, are as follows: (Note 2) No Change.
Dated January 1, 1970
FIRST CAPITAL CORPORATION
(Exact Corporate Title)
By /s/ ROBERT M. HEARIN
Its President
By /s/ JOHN B. TULLOS
Its Secretary
Notes: 1. If inapplicable, insert "None".
2. If inapplicable, insert "No Change".
STATE OF MISSISSIPPI
COUNTY OF HINDS
I, Mrs. Jean Turnage, a notary public, do hereby certify that on this
7th day of January, 1970, personally appeared before me Robert M. Hearin and
John B. Tullos, who, being by me first duty sworn, declared that they are the
President and Secretary, respectively, of First Capital Corporation, that they
executed the foregoing document as President and Secretary of the corporation,
and that the statements therein contained are true.
/s/ MRS. JEAN TURNAGE
Notary Public
My Commission Expires March 31, 1970
(NOTARIAL SEAL)
STATE OF MISSISSIPPI
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF AMENDMENT
OF
FIRST CAPITAL CORPORATION
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Amendment to the
Articles of Incorporation of the above corporation duty signed and verified
pursuant to the provisions of the Mississippi Business Corporation Act, have
been received in this office and are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue
of the authority vested in him by Law, hereby issues this Certificate of
Amendment to the Articles of Incorporation and attaches hereto a duplicate
original of the Articles of Amendment.
[SEAL]
Given under my hand and seat of Office, this the 7th day of December 1984.
/S/ DICK MOLPUS
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST CAPITAL CORPORATION
Pursuant to the provisions of the Mississippi Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of this corporation is FIRST CAPITAL CORPORATION.
SECOND: The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on December 6, 1984, in the
manner prescribed by the Mississippi Business Corporation Act:
Article Fourth of the Articles of incorporation of First
Capital Corporation is hereby amended as follows:
FOURTH: The aggregate number of shares which the corporation
shall have authority to issue is ten million (10,000,000)
having a par value of two and 50/100 Dollars ($2.50) each.
Each issued and outstanding share of the common stock of the
corporation as of the close of business on December 7, 1984
shall be split into two shares of common stock, each with a
par value of two and 50/100 Dollars ($2.50)
THIRD: The number of shares of the corporation outstanding at the
time of the adoption of the Amendment was 2,179,015 and the number of shares
entitled to vote thereon was 2,179,015. No shares were entitled to vote on the
Amendment as a class.
FOURTH: The number of shares voted for the Amendment was 1,725,232
and the number of shares voted against the Amendment was 4,178.
FIFTH: The amendment does not effect a change in the amount of stated
capital of the corporation.
DATED this the 6th day of December, 1984.
FIRST CAPITAL CORPORATION
By: /s/ R D CHOTARD
President
By: /s/ JOHN B TULLOS
Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named Richard D. CHOTARD, who
acknowledged that he is the President of FIRST CAPITAL CORPORATION, and John B.
Tullos, who acknowledged that he is the Secretary of FIRST CAPITAL CORPORATION,
a Mississippi corporation, and that for and on behalf of said corporation they
signed and delivered the foregoing Articles of Amendment to the Articles of
Incorporation of First Capital Corporation on the day and year therein mentioned
as its act and dead, being first duty authorized so to do.
GIVEN under my hand and official seal of office, this the 6th day of
December, 1984.
/s/ MARGARET T. WILDER
NOTARY PUBLIC
My Commission Expires August 16, 1985
STATE OF MISSISSIPPI
OFFICE OF SECRETARY OF STATE
JACKSON
CERTIFICATE OF AMENDMENT
OF
FIRST CAPITAL CORPORATION
The undersigned, as Secretary of State of the State of Mississippi,
hereby certifies that duplicate originals of Articles of Amendment to the
Articles of Incorporation of the above corporation duty signed and verified
pursuant to the provisions of the Mississippi Business Corporation Act, have
been received in this office and are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by
virtue of the authority vested in him by law, hereby issues this Certificate of
Amendment to the Articles of Incorporation and attaches hereto a duplicate
original of the Articles of Amendment.
[SEAL]
Given under my hand and Seal of Office, this the 5th day of September
1986.
/s/ DICK MOLPUS
SECRETARY OF STATE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST CAPITAL CORPORATION
Pursuant to the provisions of the Mississippi Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of this corporation is FIRST CAPITAL CORPORATION.
SECOND: The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on August 26, 1986, in the manner
prescribed by the Mississippi Business Corporation Act:
Article Fourth of the Articles of Incorporation of First
Capital Corporation is hereby amended as follows:
The aggregate number of shares which the corporation shall
have the authority to issue is forty million (40,000,000)
having no par value.
Each issued and outstanding share of the common stock of the
corporation as of the close of business on September 5, 1988
shall be split into two shares of common stock, each with no
par value.
THIRD: The number of shares of the corporation outstanding at the
time of the adoption of the Amendment was 4,358,030 and the number of shares
entitled to vote thereon was 4,358,030. No shares were entitled to vote on the
Amendment as a class.
FOURTH: The number of shares voted for the Amendment was 3,190,177
and the number of shares voted against the Amendment was 5,512.
FIFTH: The Amendment does not effect a change in the amount of stated
capital of the corporation.
DATED this the 3rd day of September 1986.
FIRST CAPITAL CORPORATION
BY: /s/ RICHARD D. CHOTARD, PRESIDENT
BY:/s/ DAVID R. CARTER, SECRETARY
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named Richard D. CHOTARD, who
acknowledged that he is the President of FIRST CAPITAL CORPORATION, and David R.
Carter, who acknowledged that he is the Secretary of FIRST CAPITAL CORPORATION,
a Mississippi corporation, and that for and on behalf of said corporation they
signed and delivered the foregoing Articles of Amendment to the Articles of
Incorporation of First Capital Corporation on the day and year therein mentioned
as its act and deed, being first duty authorized so to do.
GIVEN under my hand and official seal of office, this the 3rd day of
September, 1986.
/s/ MARGARET T. WILDER NOTARY PUBLIC
My Commission Expires August 11, 1989
ARTICLES OF MERGER
FIRST CAPITAL ACQUISITION CORPORATION,
A MISSISSIPPI CORPORATION,
AND
FIRST CAPITAL CORPORATION,
A MISSISSIPPI CORPORATION
Pursuant to the provisions of the Mississippi Business Corporation
Law, as amended, First Capital Acquisition Corporation, a Mississippi
corporation ("FCA"), and First Capital Corporation, a Mississippi corporation
("FCC"), hereby adopt the following Articles of Merger for the purpose of
merging FCA with and into FCC.
1. PARTIES TO THE MERGER. The names of the merging corporations and the states
under the Laws of which they are respectively organized are:
Name State
- ------------------------------------- -----------
First Capital Acquisition Corporation Mississippi
First Capital Corporation Mississippi
2. PLAN OF MERGER. The following Plan and Agreement of Merger was adopted by the
Board of Directors of FCC as owner of all the issued and outstanding shares of
the common stock of FCA on June 9, 1987.
PLAN AND AGREEMENT OF MERGER
First Capital Acquisition Corporation, a Mississippi corporation ("FCA"),
shall be merged with and into First Capital Corporation, a Mississippi
corporation ("FCC") pursuant to Miss. Code Ann. Section 79-3-149, with FCC as
the surviving corporation.
1. The subsidiary corporation is FCA and the name of the corporation owning
at least 95 percent of its shares which is hereinafter designated as the
surviving corporation is FCC.
2. On the effective date of the merger, all the issued and outstanding
shares of the common stock of FCA shall be canceled.
3.FCC as sole shareholder of FCA hereby waives the mailing of a copy of the
Plan and Agreement of Merger to it as shareholder of FCA.
3. STOCK OWNERSHIP. FCA has one thousand shares of common stock, $1.00 par
value, outstanding all of which are owned by FCC.
4. As sole shareholder of FCA, FCC waived the mailing to it of a copy of the
Plan and Agreement of Merger.
DATED this the 31st day of August, 1987.
FIRST CAPITAL CORPORATION
/s/ RICHARD D. CHOTARD
RICHARD D. CHOTARD,
Its President
ATTEST:
BY: /s/ DAVID R. CARTER,
Its Secretary
FIRST CAPITAL ACQUISITION CORPORATION
/s/ RICHARD D. CHOTARD
RICHARD D. CHOTARD,
Its President
ATTEST:
BY: /s/ JOHN B. TULLOS
JOHN B. TULLOS,
Its Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named Richard D. CHOTARD, who
acknowledged to me that he is the President of First Capital Corporation, and
that he signed and delivered the foregoing instrument of writing on the day and
year therein mentioned for and on behalf of said corporation and as its official
act and deed, being duly authorized so to do.
GIVEN UNDER MY HAND and official seal, this the 31st day of August, 1987.
/s/ MARGARET T. WILDER
Notary Public
My Commission expires: August 13, 1989
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named Richard D. CHOTARD, who
acknowledged to me that he is the President of First Capital Acquisition
Corporation, and that he signed and delivered the foregoing instrument of
writing on the day and year therein mentioned for and on behalf of said
corporation and as its official act and deed, being duty authorized so to do.
GIVEN UNDER MY HAND and official seal, this the 31st day of August, 1987.
/s/ MARGARET T. WILDER
Notary Public
My Commission expires: August 13, 1989
ARTICLES OF AMENDMENT
OF
FIRST CAPITAL CORPORATION
The undersigned corporation, pursuant to the Mississippi Business
Corporation Act, as amended, hereby executes the following document and sets
forth;
1. The name of the corporation is First Capital Corporation.
2. The following amendment to Article "First" of the Articles of
Incorporation was adopted by the shareholders of the Corporation on March 13,
1990, in the manner prescribed by the Mississippi Business Corporation Act.
First: The name of the Corporation is Trustmark Corporation.
3. The number of shares of the corporation outstanding at the time of
the adoption of the amendment was 9,825,461 shares of common stock, and the
number of votes entitled to be cast on the amendment was 9,825,461. The number
of votes indisputably represented at the meeting was 7,968,481. The total number
of votes cast in favor of the amendment was 7,833,836 and the total number
abstaining or cast against the amendment was 134,645. No shares were entitled to
vote as a separate voting group.
4. This amendment shall be effective as of 5:00 o'clock, p.m., local
time, on March 14, 1990.
Dated this 14th day of March 1990.
FIRST CAPITAL CORPORATION
BY: /s/ FRANK R. DAY
FRANK R. DAY,
ITS PRESIDENT
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
TRUSTMARK CORPORATION
Pursuant to the provision of the Mississippi Business Corporation
Act, the undersigned corporation adopts the following Articles of Amendment to
its Articles of Incorporation:
FIRST: The name of this corporation is TRUSTMARK CORPORATION.
SECOND: The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation in the manner prescribed by the
Mississippi Business Corporation Act:
Article Fourth of the Articles of Incorporation of Trustmark
Corporation is hereby amended as follows:
The aggregate number of shares which the corporation shall have the
authority to issue is one hundred million (100,000,000) having no par value.
THIRD: N/A
FOURTH: The amendment to the Articles of Incorporation was adopted by
the shareholders on March 14, 1995.
FIFTH: N/A
SIXTH: (i) 34,910,683 shares of common stock were outstanding at the
time of the adoption of the amendment and 34,910,683 shares of common stock were
entitled to vote thereon and 29,146,112 shares of common stock were represented
at the meeting with each share having one vote. There is no other voting group.
(ii) The number of common shares voted for the Amendment was
27,067,028 and the number of common shares voted against the Amendment was
1,494,583 with 314,023 common shares abstaining.
Dated this the 27th day of March, 1995
TRUSTMARK CORPORATION
BY: /s/ FRANK R. DAY
Frank R. Day
Chairman and President
BY: /s/ HARRY M. WALKER
Harry M. Walker
Secretary
STATE OF MISSISSIPPI
COUNTY OF HINDS
Personally appeared before me, the undersigned authority in and for
the aforesaid jurisdiction, the within named Frank R. Day, who acknowledged that
he is Chairman and President of TRUSTMARK CORPORATION, and Harry M. Walker, who
acknowledged that he is the Secretary of TRUSTMARK CORPORATION, a Mississippi
corporation, and that for and on behalf of said corporation they signed and
delivered the foregoing Articles of Amendment to the Articles of Incorporation
of Trustmark Corporation on the day and year therein mentioned as its act and
deed, being first duty authorized so to do.
Given under my hand and official seal of office, this the 27th day of March,
1995.
/s/ TINA LOUISE COLE GINN
Notary Public
My Commission Expires: January 12, 1990
OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
P. O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
ARTICLES OF AMENDMENT
The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:
1. Type of Corporation - Profit
2. Name of Corporation - Trustmark Corporation
3. Not applicable
4. Set forth the text of each amendment adopted - The following amendment to
the Articles of Incorporation was adopted by the Shareholders of Trustmark
Corporation in the manner prescribed by the Mississippi Business
Corporation Act. Article Fourth of the Articles of Incorporation of
Trustmark Corporation is hereby amended as follows: The aggregate number of
shares which the corporation shall have the authority to issue is two
hundred fifty million (250,000,000) having no par value.
5. Not applicable
6. The amendment was adopted on - April 14, 1998 and was adopted by the
shareholders.
7. If the amendment was approved by shareholders (a) The designation, number
of outstanding shares, number of votes entitled to be cast by each voting
group entitled to vote separately on the amendment and the number of votes
of each voting group indisputably represented at the meeting were:
Designation - Common, Number of outstanding shares - 36,370,354, Number of
votes entitled to be cast - 36,370,354 and Number of votes indisputably
represented - 28,172,178 (b) The total number of votes cast for and against
the amendment by each voting group entitled to vote separately on the
amendment was: Voting group - Common, Total number of votes cast FOR -
26,438,456 and Total number of votes cast AGAINST - 1,603,422.
8. Not applicable
By (Signature): /s/ Richard G. Hickson
(Printed Name) Richard G. Hickson
(Title) CEO and President
Filed 4/21/98, Eric Clark, Secretary of State, State of Mississippi