EXHIBIT 3
ARTICLES OF INCORPORATION
OF
JEFFERSON-PILOT CORPORATION
(Including amendments through May 1996)
We, the undersigned persons who are each over 21 years of age,
do make and acknowledge these Articles of Incorporation for the
purpose of forming a business corporation under and by virtue of
the laws of the State of North Carolina:
ARTICLE I
The name of the corporation shall be JEFFERSON-PILOT CORPORATION.
ARTICLE II
The period of duration of the corporation shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are:
(a) To exist, serve, act, and conduct business, as a holding
corporation;
(b) To acquire by purchase, subscription, exchange, or in any
other lawful manner, and to hold, receive, use, mortgage, pledge,
sell, assign, transfer, exchange, dispose of, and otherwise deal in
and with securities (which term, for the purpose of this Article
III, includes, without limitation of the generality thereof, shares
of stock, other shares, bonds, debentures, notes, mortgages, or
other obligations, and certificates, receipts, warrants, or other
instruments representing rights or options to receive, purchase or
subscribe for any of the same, or representing any other rights or
interests therein or in any property or assets) created or issued
by any persons, firms, associations, trusts, partnerships,
corporations, joint ventures, syndicates, or governments or
subdivisions thereof; to pay for securities (as defined in this
Article III) (1) in cash, (ii) by exchange of stock of this
corporation for such securities acquired, (iii) in cash and by
exchange of stock, or (iv) in any other lawful manner; and to
exercise, as owner or holder of any such securities as herein
defined, any and all rights, powers and privileges in respect
thereof.
(c) To acquire by purchase, exchange, concession, easement,
deed, assignment, contract, lease or otherwise, and hold, own, use,
control, manage, improve, maintain and develop, mortgage, pledge,
grant, sell, convey, exchange, assign, divide, lease, sublease,
otherwise encumber and dispose of, and deal and trade in, tangible
personal property, real estate improved or unimproved, lands,
leaseholds, options, concessions, easements, tenements,
hereditaments and interests in real, mixed, and personal property,
of every kind and description wheresoever situated, and any and all
rights therein.
(d) To manufacture, assemble, design, distribute, store,
raise, grow, market, process, repair, buy, sell, license, lease,
improve, install operate, exchange, import, export, and generally
deal in and with, at wholesale, retail or otherwise, as principal,
partner, joint venturer, agent, broker, factor, distributor,
manufacturer's representative, jobber or otherwise, any type of
property whether real or personal (including, without limitation of
the generality thereof, "securities" as defined in Article III
hereof, intangible personal property, goodwill, and franchises); to
extract and process natural resources; to transport freight or
passengers by land, sea or air, subject to acquisition of such
licenses and permits as may be required by applicable law, to
collect, publish, and disseminate all types of information,
programs, news, or advertisements through any medium whatsoever
(including, without limitation of the generality thereof, the media
of radio, television, community antenna television, newspapers, and
magazines); to perform and render any personal service whatsoever;
to render investment advice and counsel and to perform investment
services and functions; to enter into or serve in any type of
management, investigative, advisory, promotional, protective,
fiduciary or representative capacity or relationship for any
person, firm, association, trust, partnership, joint venture,
syndicate, organization, or corporation; to enter into contracts of
guaranty or suretyship for the benefit of any corporation,
partnership, joint venture, syndicate, organization, or
corporation; to enter into contracts of guaranty or suretyship for
the benefit of any corporation, partnership, joint venture,
association, firm, syndicate, trust, or other entity, in which this
corporation may have some interest; to engage in any lawful
commercial, industrial, educational, agricultural and/or scientific
business, profession or activity whatsoever and to engage in, do,
and perform any enterprise, act, service or vocation which a
natural person might or could do or perform, subject to and in
conformity with the laws of the State of North Carolina; and to do
any and all other acts and things necessary, desirable or incident
to carry out, observe, keep and perform the objects and purposes
for which this corporation is formed.
(e) The foregoing provisions of this Article III shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific purposes
and powers shall not be held to limit or restrict in any manner the
purposes, powers, privileges and rights of the corporation, and the
corporation shall be authorized to exercise and enjoy all the
powers, rights and privileges granted to, or conferred upon,
corporations of a similar character by the laws of the State of
North Carolina now or hereafter in force.
ARTICLE IV
The corporation shall be authorized to issue Three Hundred
Fifty Million (350,000,000) shares designated as common stock, with
a par value of One and 25/100 Dollars ($1.25) per share, and Twenty
Million (20,000,000) shares designated as preferred stock, each
with the following preferences, limitations and relative rights:
(a) Each share of common stock shall have one vote, and,
except as otherwise provided in respect of any series of preferred
stock hereafter established, the exclusive voting power for all
purposes shall be vested in the holders of the shares of common
stock. In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, the holders
of the shares of common stock shall be entitled to share ratably in
the net assets of the corporation, after payment or provision for
payment of the debts and other liabilities of the corporation and
the amount, if any, to which the holders of shares of preferred
stock shall be entitled in accordance with the preferences of such
shares established by the Board of Directors.
(b) The Board of Directors is authorized, subject to
limitations prescribed by the North Carolina Business Corporation
Act and these Articles of Incorporation, to adopt and file from
time to time, without further shareholder action, Articles of
Amendment that authorize the issuance of shares of preferred stock
which may be divided into two or more series, each with such
designations, preferences, limitations and relative rights as the
Board of Directors may determine, including without limitation
dividend rights, if any, and the extent if any to which dividends
are cumulative, rights if any upon liquidation or distribution of
the assets of the corporation, conversion or exchange rights if
any, redemption rights if any, and voting rights if any, provided
that the holders of preferred stock will not be entitled to more
than the lesser of (x) one vote per $100 liquidation value or (y)
one vote per share, when voting as a class with the holders of
shares of common stock, and will not be entitled to vote separately
as a class except where the preferred stock is adversely affected
or, to the extent provided in said Articles of Incorporation, for
the election of not more than two directors after multiple dividend
defaults.
ARTICLE V
The minimum amount of consideration to be received by the
corporation for its shares before it shall commence business is
Twenty Million ($20,000,000) Dollars in cash, or in property,
tangible or intangible, of equivalent value.
ARTICLE VI
The address of the initial Registered Office of the
corporation in North Carolina is Jefferson Standard Building, 101
North Elm Street, Greensboro, Guilford County, North Carolina; and,
the name of the initial Registered Agent at such office is D. E.
Hughes.
ARTICLE VII
The number of Directors constituting the initial Board of Directors
shall be Twenty (20), and the names and addresses of the persons who are
to serve as Directors until the first meeting of the shareholders, or until
their successors are elected and qualify, are:
Name Address
Thornton H. Brooks 415 Sunset Drive
Greensboro, North Carolina
J. M. Bryan 711 Sunset Drive
Greensboro, North Carolina
Mrs. Kathleen Price Bryan 711 Sunset Drive
(Mrs. Joseph M. Bryan) Greensboro, North Carolina
W. Colquitt Carter 52 W. Wesley Road, N.E.
Atlanta, Georgia
W. L. Carter, Jr. 1012 Country Club Drive
Greensboro, North Carolina
George K. Cavenaugh 2026 Saint Andrews Road
Greensboro, North Carolina
W. G. Clark, Jr. Saint Patrick Street
Tarboro, North Carolina
C. McD. Davis Porters Neck Plantation
Route 1, Box 621
Wilmington, North Carolina
Joseph C. Eagles, Jr. 1100 W. Nash Street
Wilson, North Carolina
S. Marcus Greer 3506 Del Monte
Houston, Texas
Howard Holderness 2000 Granville Road
Greensboro, North Carolina
D. E. Hudgins 1606 Nottingham Road
Greensboro, North Carolina
R. O. Huffman 315 Union Street
Drexel, North Carolina
John Van Lindley 304 Irving Place
Greensboro, North Carolina
A. G. Myers 211 W. Second Avenue
Gastonia, North Carolina
Charles F. Myers, Jr. 2005 Granville Road
Greensboro, North Carolina
Pierce C. Rucker 303 Wentworth Drive
Greensboro, North Carolina
Julius C. Smith 1300 Galleon Drive
Naples, Florida
W. Roger Soles 604 Kimberly Drive
Greensboro, North Carolina
O. F. Stafford 5307 Wayne Road
Greensboro, North Carolina
ARTICLE VIII
The names and addresses of the Incorporators are:
Name Address
W. Roger Soles 604 Kimberly Drive
Greensboro, North Carolina
Howard Holderness 2000 Granville Road
Greensboro, North Carolina
George K. Cavenaugh 2026 Saint Andrews Road
Greensboro, North Carolina
D. E. Hudgins 1606 Nottingham Road
Greensboro, North Carolina
ARTICLE IX
Section 1. Number.
The business and affairs of the Corporation shall be managed
under the direction of a Board of Directors consisting of no
less than eleven and no more than fifteen directors, with the
exact number of directors to be established from time to time
by the Board of Directors.
Section 2. Classification.
The Directors of the Corporation shall be divided into three
classes, designated Class I, Class II and Class III. Each
Class shall consist, as nearly as possible, of one-third of
the total number of Directors consisting of the entire Board
of Directors. In the elevation of Directors at the 1986
Annual Meeting of Shareholders, the Class I Directors shall be
elected to hold office for a term to expire at the first
annual meeting of shareholders thereafter; the Class II
Directors shall be elected to hold office for a term to expire
at the second annual meeting of shareholders thereafter; and
the Class III Directors shall be elected to hold office for a
term to expire at the third annual meeting of shareholders
thereafter, and in the case of Each Class, until their
successors are elected and qualified. At each annual meeting
of shareholders held after the 1985 Annual Meeting of
Shareholders, the Directors elected to succeed those whose
terms expire shall be identified as being of the same Class as
the Directors they succeed and shall be elected to hold office
for a term to expire at the third annual meeting of the
shareholders after their election, and until their successors
are elected and qualified.
Section 3. Advance Notice of Nomination.
Advance notice of shareholder nominations for the election of
Directors shall be given in the manner provided in Section 6
of this Article IX.
Section 4. Vacancies.
Vacancies on the Board of Directors may be filled by the
affirmative vote of a majority of the remaining Directors then
in office, although less than a quorum or by a sole remaining
Director. Any Director elected in accordance with the
preceding sentence shall hold office for the full term of the
Class of Directors in which the vacancy occurred, and until
such Director's successor shall have been elected and
qualified.
Section 5. Removal.
Any Director, or the entire Board of Directors, may be removed
from office at any time, with or without cause, by the affirmative
vote of the holders of 80% of the outstanding stock of the Corporation.
Any Director may also be removed from office at any time, for cause,
by the vote of a majority of the entire Board of Directors. The
provisions of this Section 5 are subject to the requirements of North
Carolina General Statutes 55-27 relating to cumulative voting and
shareholder suits until the same may be repealed.
Section 6. Nominations.
Nominations for the election of Directors may be made by the
Board of Directors or by a proxy committee appointed by the
Board of Directors or by any shareholder entitled to vote in
the election of Directors generally. However, any shareholder
entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a
meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by
personal delivery or by United States mail, postage prepaid,
to the Secretary of the Corporation not later than (1) with
respect to an election to be held at an annual meeting of
shareholders, 90 days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of
shareholders for the election of Directors, the close of
business on the seventh day following the date on which notice
of such meeting is first given to shareholders. Each such
notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that
the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description
of all arrangements or understandings between the shareholder
and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission,
had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the consent of each nominee to serve as
a Director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure.
Section 7. Amendment or Repeal
Notwithstanding any other provisions of law, of these Articles
of Incorporation or the By-Laws of the Corporation (and
notwithstanding the fact that a lesser percentage may be
specified by law, the Charter or the By-Laws of the
Corporation) the affirmative vote of the holders of 80% or
more of the outstanding shares of stock of the Corporation
shall be required to amend or repeal, or adopt any provision
inconsistent with or which relate to this Article IX.
ARTICLE X
Section 1. Vote Required for Certain Business Combinations
A. Higher Vote for Certain Business Combinations.
In addition to any affirmative vote required by law, and
except as otherwise expressly provided in Section 2 of this
Article X:
(i) any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) with (a) any
Interested Shareholder (as hereinafter defined) or (b)
any other corporation (whether or not itself an
Interested Shareholder) which is, or after such merger or
consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of
transactions) to or with any Interested Shareholder or any
Affiliate of any Interested Shareholder of any assets of the
Corporation or any Subsidiary having an aggregate Fair Market
Value of $50,000,000 or more; or
(iii) 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 Shareholder or any Affiliate of any Interested
Shareholder in exchange for cash, securities or other property
(or a combination thereof) having an aggregate Fair Market
Value of $50,000,000 or more; or
(iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation proposed by or on behalf of
an Interested Shareholder or any Affiliate of any Interested
Shareholder; or
(v) 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 Shareholder) 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 an Interested Shareholder or any
Affiliate of any Interested Shareholder;
shall require the affirmative vote of the holders of at least
80% of the voting power of the outstanding shares of common
stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"). 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 in any agreement with any national securities
exchange or otherwise.
B. Definition of "Business Combination".
The term "Business Combination" as used in this Article X
shall mean any transaction which is referred to in any one or
more of clauses (i) through (v) of paragraph A of this Section
1.
Section 2. When Higher Vote is Not Required
The provisions of Section 1 of this Article X shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote
as is required by law and any other provision of these
Articles of Incorporation, if all of the conditions specified
in either of the following paragraphs A or B are met or, in
the case of a Business Combination not involving the payment
of consideration to Shareholders, if the condition specified
in the following paragraph A is met:
A. Approval by Disinterested Directors.
The Business Combination shall have been approved by a
majority of the Disinterested Directors (as hereinafter
defined).
B. Price and Procedure Requirements.
All of the following conditions shall have been met:
(i) The aggregate amount of the cash and the Fair Market
Value (as hereinafter defined) as of the date of the
consummation of the Business Combination of consideration
other than cash to be received per share by holders of Voting
Stock in such Business Combination shall be at least equal to
the highest of the following:
(a) (if applicable) the highest per share price
(including any brokerage commission, transfer taxes and
soliciting dealers' fees) paid by the Interested
Shareholder for any shares of Voting Stock acquired by it
(1) within the two-year period immediately prior to the
first public announcement of the proposal of the Business
Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Shareholder,
whichever is higher;
(b) the Fair Market Value per share of Voting Stock on the
Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (such latter date
is referred to in this Article X as the "Determination Date")
whichever is higher.
(ii) The consideration to be received by holders of Voting Stock
shall be in cash or in the same form as the Interested Shareholder
has previously paid for shares of such Stock. If the Interested
Shareholder has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration for such
Stock shall be either cash or the form used to acquire the largest
number of shares of such Stock previously acquired by it.
(iii) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business Combination:
(a) 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 on the outstanding Common Stock;
(b) there shall have been (1) 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 (2) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar transaction which
has the effect of reducing the number of outstanding shares of the Common
Stock, unless the failure so to increase such annual rate is approved by
a majority of the Disinterested Directors; and (c) such Interested
Shareholder shall have not become the beneficial owner of any additional
shares of Voting Stock except as part of the transaction which results in
such Interested Shareholder becoming an Interested Shareholder.
(iv) After such Interested Shareholder has become Interested Shareholder,
such Interested Shareholder 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.
(v) 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
shareholders 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). The proxy or information statement shall contain on the
first page thereof, in a prominent place, any statement as to the
advisability (or inadvisability) of the Business Combination that the
Disinterested Directors, or any of them, may choose to make and, if
deemed advisable by a majority of the Disinterested Directors, the
opinion of an investment banking firm selected by a majority of the
Disinterested Directors as to the fairness (or nor) of the terms of the
Business Combination from a financial point of view to the holders of the
outstanding shares of Voting Stock other than the Interested Shareholder
and its Affiliates or Associates, such investment banking firm to be paid
a reasonable fee for its services by the Corporation.
Section 3. Certain Definitions.
For the purposes of this Article X:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Shareholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 20% of the voting power of the outstanding
Voting Stock; or
(ii) 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 20% or more of the voting power of the
then outstanding Voting Stock; or
(iii) 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.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(ii) which such person or any of its Affiliates or
Associates has (a) 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 (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which is beneficially owned, directly or indirectly,
by any other person with which such person or any of its
Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting
or disposing of any shares of Voting Stock.
D. For the purposes of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this Section
3, the number of shares of Voting Stock deemed owned through
application of paragraph C of this Section 3 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.
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of
1934, as in effect on January 1, 1986.
F. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly,
by the Corporation; provided, however, that for the purposes
of the definition of Interested Shareholder set forth in
paragraph B of this Section 3, 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.
G. "Disinterested Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated
with the Interested Shareholder and was a member of the Board
prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Disinterested
Director who is unaffiliated with the Interested Shareholder
and is recommended to succeed a Disinterested Director by a
majority of Disinterested Directors then on the Board.
H. "Fair Market Value" means: (i) in the case of stock, the
highest closing price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-listed Stocks, or,
if such stock is not quoted on the Composite Tape, on the New
York Stock Exchange, or if such stock is not listed on such
Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which
such stock is listed, or, if such stock is not listed on any
such exchange, the highest closing bid quotation with respect
to a share of such stock during the 30-day period preceding
the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, 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 in good faith; and (ii) 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 in good faith.
I. In the event of any Business Combination in which the
Corporation survives, the reference to "consideration other
than cash" as used in paragraph B(i) of Section 2 of this
Article X shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained
by the holder of such shares.
Section 4. Power of the Board of Directors.
A majority of the directors of the Corporation shall have the
power and duty to determine for the purposes of this Article
X, on the basis of information known to them after reasonable
inquiry, (A) whether a person is an Interested Shareholder,
(B) the number of shares of Voting Stock beneficially owned by
any person, (C) whether a person is an Affiliate or Associate
of another, (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 of $50,000,000 or more.
Section 5. No Effect on Fiduciary Obligations of Interested
Shareholders.
Nothing contained in this Article X shall be construed to
relieve any Interested Shareholder from any fiduciary
obligation imposed by law.
Section 6. Fiduciary Obligations of Directors.
The fact that any Business Combination complies with the
provisions of Section 2 of this Article X shall not be
construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or recommend its
adoption or approval of the shareholders of the Corporation,
nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors or any member
thereof, with respect to evaluations of or actions and
responses taken with respect to such Business Combination.
Section 7. Amendment or Repeal.
Notwithstanding any other provisions of these Articles of
Incorporation (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of
Incorporation or the By-Laws of the Corporation), the
affirmative vote of the holders of 80% or more of the
outstanding shares of Voting Stock shall be required to amend
or repeal, or adopt any provisions inconsistent with or
related to this Article X.
ARTICLE XI
To the maximum extent now and hereafter permitted by
applicable law, the personal liability of each Director of the
Corporation arising out of an action whether by or in the right of
the Corporation or otherwise for monetary damages for breach of his
duty as a Director is eliminated. No amendment, modification or
repeal of this Article or the adoption of any provision of the
Articles of Incorporation inconsistent with this Article shall
eliminate or diminish or otherwise adversely affect any rights or
protection provided by this Article to a Director of the
Corporation with respect to any case of action, claim, suit or
proceeding that is based on any alleged action or failure to act
prior to the effective date of such amendment, modification or
repeal or the adoption of any provision in the Articles of
Incorporation inconsistent with this Article.
IN WITNESS WHEREOF, we have hereunto set our hands and seals
this the 3rd day of January, 1968.
/s/ W. Roger Soles (SEAL)
W. Roger Soles
/s/ Howard Holderness (SEAL)
Howard Holderness
/s/ George K. Cavenaugh (SEAL)
George K. Cavenaugh
/s/ D. E. Hudgins (SEAL)
D. E. Hudgins