Exhibit 3(a)(4)
---------------
Amended Articles of Incorporation
of Peoples Bancorp Inc.
(reflecting amendments through
April 9, 1996)
[For SEC reporting compliance
purposes only -- not filed with
Ohio Secretary of State]
AMENDED
ARTICLES OF INCORPORATION
OF
PEOPLES BANCORP INC.
(reflecting amendments through April 9, 1996)
[for SEC reporting compliance only --
not filed with Ohio Secretary of State]
FIRST: The name of the corporation shall be Peoples Bancorp
Inc. (the "Corporation").
SECOND: The place in Ohio where the principal office of the
Corporation is to be located is in the City of Marietta, County
of Washington.
THIRD: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may
be formed under Sections 1701.01 to 1701.98 of the Ohio Revised
Code.
FOURTH: The authorized number of shares of the Corporation
shall be 12,000,000, all of which shall be common shares, each
without par value.
FIFTH: The directors of the Corporation shall have the power
to cause the Corporation from time to time and at any time to
purchase, hold, sell, transfer or otherwise deal with (A) shares
of any class or series issued by it, (B) any security or other
obligation of the Corporation which may confer upon the holder
thereof the right to convert the same into shares of any class
or series authorized by the Articles of the Corporation, and (C)
any security or other obligation which may confer upon the
holder thereof the right to purchase shares of any class or
series authorized by the Articles of the Corporation. The
Corporation shall have the right to repurchase, if and when any
shareholder desires to sell, or on the happening of any event is
required to sell, shares of any class or series issued by the
Corporation. The authority granted in this Article FIFTH of
these Articles shall not limit the plenary authority of the
directors to purchase, hold, sell, transfer or otherwise deal
with shares of any class or series, securities, or other
obligations issued by the Corporation or authorized by its
Articles.
SIXTH: No shareholder of the Corporation shall have, as a
matter of right, the preemptive right to purchase or subscribe
for shares of any class, now or hereafter authorized, or to
purchase or subscribe for securities or other obligations
convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe
for or purchase any such share.
SEVENTH: Notwithstanding any provision of the Ohio Revised
Code now or hereafter in force requiring for any purpose the
vote, consent, waiver or release of the holders of shares of the
Corporation entitling them to exercise two-thirds (2/3) or any
other proportion of the voting power of the Corporation or of
any class or classes of shares thereof, such action, unless
expressly otherwise provided by statute, may be taken by the
vote, consent, waiver or release of the holders of shares
entitling them to exercise not less than a majority of the
voting power of the Corporation or of such class or classes;
provided, however, that if any three members of the Board of
Directors of the Corporation shall affirmatively vote against
any of the following matters, the affirmative vote of the
holders of shares entitling them to exercise not less than 75%
of the voting power of the Corporation entitled to vote thereon
shall be required to adopt:
(1) a proposed amendment to the Articles of the Corporation;
(2) proposed new regulations or an alteration, amendment or
repeal of the regulations of the Corporation;
(3) an agreement of merger or consolidation providing for the
merger or consolidation of the Corporation with or into one or
more other corporations;
(4) a proposed combination or majority share acquisition
involving the issuance of shares of the Corporation and
requiring shareholder approval;
(5) a proposal to sell, lease, exchange, transfer or otherwise
dispose of all or substantially all of the property and assets
of the Corporation;
(6) a proposed dissolution of the Corporation; or
(7) a proposal to fix or change the number of directors by
action of the shareholders of the Corporation.
The written objection of a director to any such matter submitted
to the President or Secretary of the Corporation not less than
three days before the meeting of the shareholders of the
Corporation at which any such matter is to be considered shall
be deemed to be an affirmative vote by such director against
such matter.
EIGHTH: The members of the Board of Directors of the
Corporation, when evaluating any offer of another party to (A)
make a tender or exchange offer for any shares of the
Corporation, (B) merge or consolidate the Corporation with
another corporation or (C) purchase or otherwise acquire all or
substantially all of the properties and assets of the
Corporation, in connection with the exercise of their judgment
in determining what they reasonably believe to be in the best
interests of the Corporation, shall consider the interests of
the Corporation's shareholders and, in their discretion, may
consider any of the following:
(1) the interests of the Corporation's employees, suppliers,
creditors, and customers;
(2) the economy of Ohio and the nation;
(3) community and societal considerations; and
(4) the long-term as well as the short-term interests of the
Corporation and its shareholders, including the possibility that
these interests may be best served by the continued independence
of the Corporation.
NINTH: Shareholders of the Corporation shall not have the
right to vote cumulatively in the election of directors.
TENTH: These Amended Articles of Incorporation take the place
of and supersede the existing Articles of Incorporation of
Peoples Bancorp Inc.