EXHIBIT 3.(i)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Business Corporation
Restated Articles of Incorporation of
WASHINGTON TRUST BANCORP, INC.
Pursuant to the provisions of Section 7-1.1-59 of the General
Laws, 1956, as amended, the undersigned corporation adopts the
following Restated Articles of Incorporation:
FIRST. Name. The name of the Corporation is Washington Trust
Bancorp, Inc.
SECOND. Duration. The period of its duration is perpetual.
THIRD. Purposes and Powers. The purposes for which the
Corporation is organize are to act as a holding company whose
subsidiaries will engage, as permitted by law, in banking and other
financial services and businesses; and to transact and engage in,
directly, through subsidiaries or otherwise, any other lawful business.
The Corporation shall have power
(a) To have perpetual succession by its corporate name unless a
limited period of duration is stated in its Articles of
Incorporation.
(b) To sue and be sued, complain and defend, in its corporate
name.
(c) To have a corporate seal which may be altered at pleasure,
and to sue the same by causing it, or a facsimile thereof, to
be impressed or affixed or in any other manner reproduced.
(d) To purchase, take, receive, lease, or otherwise acquire, own,
hold, improve, use and otherwise deal in and with, real or
personal property, or any interest therein, wherever
situated.
(e) To sell, convey, mortgage, pledge, lease, exchange, transfer
and otherwise dispose of all or any part of its property and
assets.
(f) To lend money and to use its credit to assist its employees.
(g) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend,
pledge or otherwise dispose of, and otherwise use and deal in
and with, shares or other interests in, or obligations of,
other domestic or foreign corporations, associations,
partnerships or individuals, or direct or indirect
obligations of the United States or of any other government,
state, territory, governmental district or municipality or of
any instrumentality thereof.
(h) To make contracts and guarantees and incur liabilities,
borrow money at such rates of interest as the Corporation may
determine, issue its notes, bonds, and other obligations, and
secure any of its obligations by mortgage or pledge of all or
any of its property, franchises, and income.
(i) To lend money for its corporate purposes, invest and reinvest
its funds, and take and hold real and personal property as
security for the payment of funds so loaned or invested.
(j) To conduct its business, carry on its operations, and have
offices and exercise the powers granted by the Rhode Island
Business Corporation Act, as amended, from time to time,
within or without this state.
(k) To elect or appoint officers and agents of the Corporation,
and define their duties and fix their compensation.
(l) To make and alter by-laws, not inconsistent with these
Articles of Incorporation or with the laws of this state, for
the administration and regulation of the affairs of the
Corporation.
(m) To make donations for the public welfare or for charitable,
scientific or educational purposes.
(n) To transact any lawful business which the Board of Directors
shall find will be in aid of governmental authority.
(o) To pay pensions and establish pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans
and other incentive plans for any or all of its directors,
officers and employees.
(p) To provide insurance for its benefit on the life of any of
its directors , officers, or employees, or on the life of any
stockholder for the purpose of acquiring at his death shares
of its stock owned by such stockholder.
(q) To be a promoter, partner, member, associate, or manager of
any partnership, joint venture, trust or other enterprise.
(r) To have and exercise all other powers necessary or convenient
to effect its purposes.
FOURTH. Capital Stock. The aggregate number of shares which the
Corporation shall have authority to issue is 10,000,000, par value
$.0625 per share, all of which shares are to be a class designated as
"Common Stock".
Subject to the provisions of these Articles of Incorporation and
except as otherwise provided by law, the shares of stock of the
Corporation may be issued for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.
FIFTH. No Preemptive Rights. No holder of stock of any class of
the Corporation, whether now or hereafter authorized, shall have any
preemptive, preferential or other rights to subscribe for or purchase
or acquire any shares of any class or any other securities of the
Corporation, whether now or hereafter authorized, and whether or not
convertible into, or evidencing or carrying the right to purchase,
shares of any class or any other securities now or hereafter
authorized, and whether the same shall be issued for cash, services or
property, or by way of dividend or otherwise.
SIXTH. Approval of Certain Business Combinations. Whether or not
a vote of the stockholders is otherwise required in connection with the
transaction, neither the Corporation nor any of its Subsidiaries shall
become a party to any Business Combination without prior compliance
with the provisions of Section(a) or (b) or (c) hereinbelow, in
addition to such additional vote of the Preferred Stock as may be
required by the provisions of any series thereof or by applicable law.
(a) Prior Approval by the Board of Directors. Such Business
Combination was approved by the Board of Directors of the Corporation
by the affirmative vote of at least 80% of the Board of Directors of
the Corporation either (i) at a time prior to the acquisition of 10% or
more of the outstanding Voting Shares of the Corporation by a Related
Person, or (ii) after such acquisition, but only so long as such
Related Person sought and obtained the approval, by the affirmative
vote of at least 80% of the Board of Directors of the Corporation, of
the acquisition of 10% or more of the outstanding Voting Shares prior
to such acquisition being consummated.
(b) Approval by Continuing Directors and Additional Requirements.
Such Business Combination (i) shall be approved at a meeting of the
Board of Directors by the affirmative vote of 80% of the Continuing
Directors and a majority of the Board of Directors, and (ii) all of the
conditions hereinafter set forth in subsection (1) through (5) below
shall be satisfied:
(1) The ratio of (i) the aggregate amount of the cash and
the fair market value of other consideration to be received per
share of Common Stock in such Business Combination by holders of
Common Stock other than the Related Person involved in such
Business Combination, to (ii) the market price per share of the
Common Stock immediately prior to the announcement of the proposed
Business Combination, is at least as great as the ratio of (x) the
highest per share price (including brokerage commissions, transfer
taxes and soliciting dealers' fees) which such Related Person has
theretofore paid in acquiring any Common Stock prior to such
Business Combination, to (y) the market price per share of Common
Stock immediately prior to the initial acquisition by such Related
Person of any shares of Common Stock; and
(2) The aggregate amount of the cash and the fair market
value of other consideration to be received per share of Common
Stock in such Business Combination by holders of Common Stock,
other than the Related Person involved in such Business
Combination, (i) is not less than the highest per share price
(including brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by such Related Person in acquiring any of its
holdings of Common Stock, (ii) is not less than the earnings per
share of Common Stock for the four full consecutive fiscal
quarters of the Corporation immediately preceding the Date of
Determination of such Business Combination multiplied by the then
price-earnings multiple (if any) of such Related Person as
customarily computed and reported in the financial community;
provided, that for the purposes of this clause (ii), if more than
one Person constitutes the Related Person involved in the Business
Combination, the price-earnings multiple (if any) of the Person
having the highest price-earnings multiple shall be used for the
computation in this clause (ii), and (iii) is not less than the
book value of a share of the Common Stock, as reflected in the
balance sheet of the Corporation as of the last day of the last
fiscal quarter of the Corporation preceding the Date of
Determination; and
(3) The consideration (if any) to be received in such
Business Combination by holders of Common Stock other than the
Related Person involved shall, to the extent that a stockholder
agrees otherwise as to all or part of the shares which he or she
owns, be in the same form and of the same kind as the
consideration paid by the Related Person in acquiring Common Stock
already owned by it; and
(4) After such Related Person became a Related Person and
prior to the consummation of such Business Combination: (i) such
Related Person shall have taken steps to insure that the Board of
Directors of the Corporation included at all times representation
by Continuing Directors proportionate to the ratio that the number
of Voting Shares of the Corporation from time to time owned by
stockholders who are not Related Persons bears to all Voting
Shares of the Corporation outstanding at the time in question
(with a Continuing Director to occupy any resulting fractional
position among the directors); (ii) such Related Person shall not
have acquired from the Corporation, directly or indirectly, any
shares of the Corporation (except (x) upon conversion of
convertible securities acquired by it prior to becoming a Related
Person or (y) as a result of a pro rata stock dividend, stock
split or division of shares or (z) in a transaction consummated
after this Article SIXTH was added to these Articles of
Incorporation and which satisfied all applicable requirements of
this Article SIXTH; (iii) such Related Person shall not have
acquired any additional Voting Shares of the Corporation or
securities convertible into or exchangeable for Voting Shares
except as a part of the transaction which resulted in such Related
Person's becoming a Related Person; and (iv) such Related Person
shall not have (x) received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans, advances,
guarantees, pledges or other financial assistance or tax credits
provided by the Corporation or any Subsidiary, or (y) made any
major change in the Corporation's business or equity capital
structure or entered into any contract, arrangement or
understanding with the Corporation except any such change,
contract, arrangement or understanding as may have been approved
by the favorable vote of not less than 80% of the Continuing
Directors and a majority of the Board of Directors of the
Corporation; and
(5) A proxy statement complying with the requirements of the
Securities Exchange Act of 1934 shall have been mailed to all
holders of Voting Shares for the purpose of soliciting stockholder
approval of such Business Combination. Such proxy statement shall
contain at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors, or any of
them, may have furnished in writing and, if deemed advisable by
two-thirds of the Continuing Directors, an opinion of a reputable
investment banking firm as to the fairness (or lack of fairness)
of the terms of such Business Combination from the point of view
of the holders of Voting Shares other than any Related Person
(such investment banking firm to be selected by two-thirds of the
Continuing Directors, to be furnished with all information it
reasonably requests, and to be paid by the Corporation a
reasonable fee for its services upon receipt by the Corporation of
such opinion).
For purposes of Sections (b)(1) and (2) hereof, in the event of a
Business Combination upon consummation of which the Corporation would
be the surviving corporation or company or would continue to exist
(unless it is provided, contemplated or intended that as part of such
Business Combination or within one year after consummation thereof a
plan of liquidation or dissolution of the Corporation will be
effected), the term "other consideration to be received" shall include
(without limitation) Common Stock retained by stockholders of the
Corporation other than Related Persons who are parties to such Business
Combination.
(c) Approval by Stockholders. If there is not full compliance
with the provisions of Section (a) or (b) of this Article, such
Business Combination shall be approved by the affirmative vote of 80%
of the outstanding Voting Shares, voting as a single class; provided
that a proxy statement complying with the requirements of the
Securities Exchange Act of 1934 shall have been mailed to all holders
of Voting Shares for the purpose of soliciting stockholder approval of
such Business Combination. Such proxy statement shall contain at the
front thereof, in a prominent place, any recommendations as to the
advisability (or inadvisability) of the Business Combination which the
Continuing Directors, or any of them, may have furnished in writing
and, if deemed advisable by two-thirds of the Continuing Directors, an
opinion of a reputable investment banking firm as to the fairness (or
lack of fairness) of the terms of such Business Combination from the
point of view of the holders of Voting Shares other than any Related
Person (such investment banking firm to be selected by two-thirds of
the Continuing Directors, to be furnished with all information it
reasonably requests, and to be paid a reasonable fee by the
Corporation for its services upon receipt by the Corporation
of such opinion).
(d) Evaluation of Business Combinations, etc. In connection with
the exercise of its judgment in determining what is in the best
interest of the Corporation and its stockholders when evaluating a
Business Combination or a proposal by another Person or Persons to make
a Business Combination or a tender or exchange offer or a proposal by
another Person or Persons to make a tender or exchange offer, the Board
of Directors of the Corporation shall, in addition to considering the
adequacy of the amount to be paid in connection with any such
transaction, consider all of the following factors and any other
factors which it deems relevant: (i) the social and economic effects of
the transaction on the Corporation and its Subsidiaries, employees,
depositors, loan and other customers, creditors and other elements of
the communities in which the Corporation and its Subsidiaries operate
or are located; (ii) the business and financial condition and earnings
prospects of the acquiring Person or Persons, including, but not
limited to, debt service and other existing or likely financial
obligations of the acquiring Person or Persons, and the possible effect
of such conditions upon the Corporation and its Subsidiaries and the
other elements of the communities in which the Corporation and its
Subsidiaries operate or are located; and (iii) the competence,
experience, and integrity of the acquiring Person or Persons and its or
their management.
(e) Amendments to this Article SIXTH. Notwithstanding any other
provisions of these Articles of Incorporation or the By-laws of the
Corporation (and notwithstanding the fact that some lesser percentage
may be specified by law, these Articles of Incorporation or the By-laws
of the Corporation), and in addition to such additional vote of any
Preferred Stock that may hereafter be authorized as may be required by
the provisions of any series thereof or by applicable law, this Article
SIXTH shall not be amended, altered, changed or repealed without:
(1) The affirmative vote of 80% of the Board of Directors
and a majority of the Continuing Directors; and
(2) The affirmative vote as to all stock held by the holders
of 80% or more of the outstanding Voting Shares, voting separately
as a class.
(f) Amendments Recommended by Directors. The provisions of
paragraph (e) of this Article SIXTH shall not apply to, and the vote
referred to therein shall not be required for, any amendment, addition,
alteration or repeal of any provision of this Article SIXTH that is
recommended to the stockholders by the favorable vote of (1) a majority
of the Board of Directors, and (2) not less than 80% of the Continuing
Directors, and any such amendment, addition, alteration or repeal so
recommended shall require only the vote, if any, required under the
applicable provisions of the Rhode Island Business Corporation Law.
SEVENTH. Registered Office. The address of the initial
registered office of the Corporation is 126 Franklin Street, Westerly,
Rhode Island and the name of its initial registered agent at such
address is Louis J. Luzzi.
EIGHTH. Board of Directors; Amendment of By-Laws.
(a) The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The number of
directors of the Corporation (exclusive of directors to be elected by
the holders of any one or more series of any Preferred Stock that may
hereafter be authorized voting separately as a class or classes) that
shall constitute the Board of Directors shall be 20, unless otherwise
determined from time to time by resolution adopted by the affirmative
vote of:
(1) At least 80% of the Board of Directors; and
(2) A majority of the Continuing Directors.
(b) The names and addresses and classes of the persons who are to
serve as directors of the Corporation until the expiration of the term
of their respective classes or until their successors are duly elected
and shall qualify are:
Name Address Class
William Atherton Sherwood Court, Westerly, RI 02891 1986
Charles C. Buffum 73 Avondale Rd., Westerly, RI 02891 1987
Steven J. Crandall 24 Saratoga Ave., Westerly, RI 02891 1985
David Curtis 365 Pine Hill Rd., Wakefield, RI 02879 1986
Jacques deLaporte P.O. Box 448, Skunk Hill Rd.,
Hope Valley, RI 02832 1986
Richard A. Grills Oak St., Ashaway, RI 02804 1985
Joseph J. Kirby 38 Elm St., Westerly, RI 02891 1987
James W. McCormick, Jr. "Sunny Hill", Watch Hill, RI 02891 1985
Thomas F. Moore, Jr. RFD 2, Box 9, North Main St.,
Stonington, CT 06378 1987
Brendan P. O'Donnell P.O. Box 278, Money Point Rd.,
Mason's Island, Mystic, CT 06355 1986
Victor J. Orsinger,II 51 Elm St., Westerly, RI 02891 1985
Arthur Perry 71 Spencer Brook Rd., Concord, MA 01742 1985
Robert B. Perry Taylor Lane, Weekapaug, RI 02891 1987
Joseph H. Potter Midway Ave., Westerly, RI 02891 1986
Joseph E. Pucci 34 Elm St., Westerly, RI 02891 1987
Anthony J. Rose, Jr. 80 Pine Hill Rd., Wakefield, RI 02879 1986
James P. Sullivan 125 Watch Hill Rd., Westerly, RI 02891 1985
James D. Thornton 185 East Ave., Westerly, RI 02891 1987
Neil H. Thorp 14 Cedarcrest Dr., Westerly, RI 02891 1985
Albert E. Wilson Box 215, Nathaniel Lewis Rd.,
Ashaway, RI 02804 1986
(c) Subject to applicable law, the directors shall be divided
into three (3) classes, each class to be as nearly equal in number as
possible. The term of office of directors of the first class shall
expire at the annual meeting of stockholders to be held in 1985 and
until their respective successors are duly elected and qualified. The
term of office of directors of the second class shall expire at the
annual meeting of stockholders to be held in 1986 and until their
respective successors are duly elected and qualified. The term of
office of directors of the third class shall expire at the annual
meeting of stockholders to be held in 1987 and until their respective
successors are duly elected and qualified. Subject to the foregoing,
at each annual meeting of stockholders, commencing at the annual
meeting to be held in 1985, the successors to the class of directors
whose term shall then expire shall be elected to hold office for a term
expiring at the third succeeding annual meeting and until their
successors shall be duly elected and qualified. Any vacancies in the
Board of Directors for any reason, and any newly created directorships
resulting from any increase in the number of directors, may be filled
only by the Board of Directors, acting by vote of 80% of the directors
then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which
such directors shall have been chosen and until their respective
successors shall be duly elected and qualified. No decrease in the
number of directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of any Preferred Stock
that may hereafter be authorized shall have the right, voting
separately as a class, to elect one or more directors of the
Corporation, (i) the terms of the director or directors elected by such
holders shall expire at the next succeeding annual meeting of
stockholders and vacancies created with respect to any directorship of
the directors so elected may be filled in the manner specified by such
Preferred Stock, and (ii) this Article EIGHTH shall be deemed to be
construed and/or modified so as to permit the full implementation of
the terms and conditions relating to election of directors of any
series of Preferred Stock that has been or will be designated by the
Board of Directors.
(d) Notwithstanding any other provisions of these Articles of
Incorporation or the By-laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the By-laws of the Corporation), any one
or more directors of the Corporation may be removed at any time, but
only for cause and only by either (1) the affirmative vote of a
majority of the Continuing Directors and a majority of the Board of
Directors or (2) the affirmative vote, at a meeting of the stockholders
called for that purpose, as to all stock held by the holders of 80% or
more of the outstanding Voting Shares, voting separately as a class.
Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more series of Preferred Stock
that may hereafter be authorized shall have the right, voting
separately as a class, to elect one or more directors of the
Corporation, the provisions of this Section (d) shall not apply with
respect to the director or directors elected by such holders of
Preferred Stock.
(e) In addition to the right of the Board of Directors of the
Corporation to make nominations for the election of directors,
nominations for the election of directors may be made by any
stockholder entitled to vote for the election of directors if that
stockholder complies with all of the provisions of this Section (e).
(1) Advance written notice of such proposed nomination shall
be received by the Secretary of the Corporation not less than 14
days nor more than 60 days prior to any meeting of the
stockholders called for the election of directors; provided,
however, that if fewer than 21 days' notice of the meeting is
given to stockholders, such written notice of such proposed
nomination shall be received by the Secretary of the Corporation
not later than the close of the tenth day following the day on
which notice of the meeting was mailed to stockholders.
(2) Each notice under Section (e)(1) shall set forth (i) the
name, age, business address and, if known, residence address of
each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of
shares of stock of the Corporation which are Beneficially Owned by
each such nominee, (iv) any other information reasonably requested
by the Corporation.
(3) The nomination made by a stockholder may only be made in
a meeting of the stockholders of the Corporation called for the
election of directors at which such stockholder is present in
person or by proxy, and can only be made by a stockholder who has
theretofore complied with the notice provisions of Sections (e)(1)
and (2) above.
(4) The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedures, and if he should
so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
(f) The By-laws of the Corporation may be altered, amended or
repealed or new By-laws may be adopted by the Board of Directors at any
regular or special meeting solely upon the affirmative vote of both 80%
of the Board of Directors and a majority of the Continuing Directors.
If such vote is to be taken at any special meeting of the Board of
Directors, notice of such proposed action and the substance thereof
shall be contained in the notice of such special meeting.
(g) Notwithstanding any other provisions of these Articles of
Incorporation or the By-laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the By-laws of the Corporation), and in
addition to such additional vote of any Preferred Stock that may
hereafter be authorized as may be required by the provisions of any
series thereof or by applicable law, this Article EIGHTH shall not be
amended, altered, changed or repealed without:
(1) The affirmative vote of 80% of the Board of Directors
and of a majority of Continuing Directors; and
(2) The affirmative vote as to all stock held by the holders
of 80% or more of the outstanding Voting Shares, voting separately
as a class.
NINTH. Certain Definitions. For purposes of Articles SIXTH and
EIGHTH, the following definitions shall apply:
(a) Affiliate. An "Affiliate" of, or a Person " affiliated
with", a specified Person, means a Person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or
is under common control with, the Person specified.
(b) Associate. The term "Associate" used to indicate a
relationship with any Person means:
(1) Any corporation or organization (other than the
Corporation or a Subsidiary of the Corporation) of which such
Person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent or more of any class of equity
securities;
(2) Any trust or other estate in which such Person has a ten
percent or greater beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity;
(3) Any relative or spouse of such Person, or any relative
of such spouse, who has the same home as such Person; or
(4) Any investment company registered under the Investment
Company Act of 1940 for which such Person or any Affiliate or
Associate of such Person serves as investment advisor.
(c) Beneficial Owner. A Person shall be considered the
"Beneficial Owner" of any shares of stock (whether or not owned of
record):
(1) With respect to which such Person or any Affiliate or
Associate of such Person directly or indirectly has or shares (i)
voting power, including the power to vote or to direct the voting
of such shares of stock, and/or (ii) investment power, including
the power to dispose of or to direct the disposition of such
shares of stock;
(2) Which such Person or any Affiliate or Associate of such
Person 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, and/or (ii) the right to vote pursuant to
any agreement, arrangement or understanding (whether such right is
exercisable immediately or only after the passage of time); or
(3) Which are Beneficially Owned within the meaning of (1)
or (2) of this Section (c) by any other Person with which such
first mentioned Person or any of its Affiliates or Associates has
any agreement, arrangement or understanding, written or oral, with
respect to acquiring, holding, voting or disposing of any shares
of stock of the Corporation or any Subsidiary of the Corporation
or acquiring, holding or disposing of all or substantially all, or
any Substantial Part, of the assets or businesses of the
Corporation or a Subsidiary of the Corporation.
For the purpose only of determining whether a Person is the
Beneficial Owner of a percentage specified in Article SIXTH or Article
EIGHTH of the outstanding Voting Shares, such shares shall be deemed to
include any Voting Shares which may be issuable pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants, options or otherwise and
which are deemed to be beneficially owned by only such Person pursuant
to the foregoing provisions of this Section (c).
(d) Business Combination. A "Business Combination" means:
(1) The sale, exchange, lease, transfer or other disposition
to or with a Related Person or any Affiliate or Associate of such
Related Person by the Corporation or any of its Subsidiaries (in a
single transaction or a series of related transactions) of all or
substantially all, or any Substantial Part, of its or their assets
or businesses (including, without limitation, any securities
issued by a Subsidiary);
(2) The purchase, exchange, lease or other acquisition by
the Corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all or
substantially all, or any Substantial Part , of the assets or
business of a Related Person or any Affiliate or Associate of such
Related Person;
(3) Any merger or consolidation of the Corporation or any
Subsidiary thereof into or with a Related Person or any Affiliate
or Associate of such Related Person, irrespective of which Person
is the surviving entity in such merger or consolidation;
(4) Any reclassification of securities, recapitalization or
other transaction (other than a redemption in accordance with the
terms of the security redeemed) which has the effect, directly or
indirectly, of increasing the proportionate amount of Voting
Shares of the Corporation or any Subsidiary thereof which are
Beneficially Owned by a Related Person, or any partial or complete
liquidation, spin-off, split-off or split-up of the Corporation or
any Subsidiary thereof; provided, however, that this Section
(d)(4) shall not relate to any transaction of the types specified
herein that has been approved by (i) a majority of the Board of
Directors, and (ii) 80% of the Continuing Directors; or
(5) The acquisition upon the issuance thereof of Beneficial
Ownership by a Related Person of Voting Shares or securities
convertible into Voting Shares or any voting securities or
securities convertible into voting securities of any Subsidiary of
the Corporation, or the acquisition upon the issuance thereof of
Beneficial Ownership by a Related Person of any rights, warrants
or options to acquire any of the foregoing or any combination of
the foregoing Voting Shares or voting securities of a Subsidiary
of the Corporation.
As used in this definition, a "series of related transactions"
shall be deemed to include not only a series of transactions with the
same Related Person but also a series of separate transactions with a
Related Person or any Affiliate or Associate of such Related Person.
Anything in this definition to the contrary notwithstanding, this
definition shall not be deemed to include any transaction of the type
set forth in Sections (d)(1) through (d)(3) above between or among any
two or more Subsidiaries of the Corporation or the Corporation and one
or more Subsidiaries of the Corporation if such transaction has been
approved by the affirmative vote of at least 80% of the Board of
Directors and a majority of the Continuing Directors on or prior to the
Date of Determination.
(e) Continuing Director. A "Continuing Director" shall mean:
(1) An individual who was designated as a member of the Board
of Directors of the Corporation in these Articles of Incorporation
as filed with the Secretary of State of the State of Rhode Island;
or
(2) An individual designated (before such individual's
initial election as a director) as a Continuing Director by a
majority of the then Continuing Directors.
(f) Date of Determination. The term "Date of Determination"
means:
(1) The date on which a binding agreement (except for the
fulfillment of conditions precedent, including, without
limitation, votes of stockholders to approve such transaction) is
entered into by the Corporation, as authorized by its Board of
Directors, and another Person providing for any Business
Combination; or
(2) If such an agreement as referred to in Section (f)(1)
above is amended so as to make it less favorable to the
Corporation and its stockholders, the date on which such amendment
is approved by the Board of Directors of the Corporation; or
(3) In cases where neither Section (f)(1) or (2) above shall
be applicable, the record date for the determination of
stockholders of the Corporation entitled to notice of and to vote
upon the transaction in question.
A majority of the Continuing Directors shall have the power and
duty to determine the Date of Determination as to any transaction under
Article SIXTH or Article EIGHTH. Any such determination shall be
conclusive and binding for all purposes in either of such Articles.
(g) Person. The term "Person" shall mean any individual,
partnership, corporation, group or other entity (other than the
Corporation, any Subsidiary of the Corporation for itself or as a
fiduciary for customers in the ordinary course, or a trustee holding
stock for the benefit of employees of the Corporation or its
Subsidiaries, or any one of them, pursuant to one or more employee
benefit plans or arrangements). When two or more Persons act as a
partnership, limited partnership, syndicate, association or other group
for the purpose of acquiring, holding or disposing of shares of stock,
such partnership, syndicate, association or group shall be deemed a
"Person".
(h) Related Person. "Related Person" means any Person which is
the Beneficial Owner, as of the Date of Determination or immediately
prior to the consummation of a Business Combination, or both, of 10% or
more of the Voting Shares, or any Person who is an Affiliate of the
Corporation and at any time within five years preceding the Date of
Determination was the Beneficial Owner of 10% or more of the then
outstanding Voting Shares, but does not include any one or group of
more than one Continuing Director.
(i) Substantial Part. The term "Substantial Part" as used with
reference to the assets of the Corporation, of any Subsidiary or of any
Related Person means assets having a value of more than five percent of
the total consolidated assets of the Corporation and its Subsidiaries
as of the end of the Corporation's most recent fiscal year ending prior
to the time the determination is being made.
(j) Subsidiary. "Subsidiary" shall mean any corporation or
entity of which the Person in question owns not less than 50% of any
class of equity securities, directly or indirectly.
(k) Voting Shares. "Voting Shares" shall mean shares of the
Corporation's capital stock entitled to vote generally in the election
of directors.
(l) Certain Determinations with Respect to Articles SIXTH and
EIGHTH.
(1) A majority of the Continuing Directors shall have the
conclusive power and authority to determine, for the purposes of
Articles SIXTH and EIGHTH, on the basis of information known to
them: (i) the number of Voting Shares of which any Person is the
Beneficial Owner, (ii) whether a Person is an Affiliate or
Associate of another, (iii) whether a person has an agreement,
arrangement or understanding with another as to the matters
referred to in the definition of "Beneficial Owner" as hereinabove
defined, (iv) whether the assets subject to any Business
Combination constitute a "Substantial Part" as hereinabove
defined, (v) whether two or more transactions constitute a "series
of related transactions" as hereinabove defined, (vi) any matters
referred to in subsection (l)(2) below, and (vii) such other
matters with respect to which a determination is required under
Article SIXTH or EIGHTH. Any such determination shall be final
and binding for all purposes hereunder.
(2) A Related Person shall be deemed to have acquired a
Voting Share of the Corporation at the time when such Related
Person became the Beneficial Owner thereof. With respect to
Voting Shares owned by Affiliates, Associates or other Persons
whose ownership is attributed to a Related Person under the
foregoing definition of Beneficial Owner, if the price paid by
such Related Person for such shares is not determinable, the price
so paid shall be deemed to be the higher of (i) the price paid
upon acquisition thereof by the Affiliate, Associate or other
Person or (ii) the market price of the shares in question (as
determined by a majority of the Continuing Directors) at the time
when the Related Person became the Beneficial Owner thereof.
Notwithstanding any other provisions of these Articles of
Incorporation or the By-laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or By-laws of the Corporation), and in
addition to such additional vote of any Preferred Stock that may
hereafter be authorized as may be required by the provisions of any
series thereof or by applicable law, this Article NINTH shall not be
amended, altered, changed or repealed without:
(1) The affirmative vote of 80% of the Board of Directors
and of a majority of Continuing Directors; and
(2) The affirmative vote as to all stock held by the holders
of 80% or more of the outstanding Voting Shares, voting separately
as a class.
TENTH. Amendments.
(a) The Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provision contained in
these Articles of Incorporation, and other provisions authorized by the
laws of the State of Rhode Island at the time in force may be added or
inserted in these Articles of Incorporation, in the manner (i) now or
hereafter prescribed by law, and (ii) as has otherwise been provided in
Articles SIXTH, EIGHTH and NINTH of these Articles of Incorporation;
and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever
by and pursuant to these Articles of Incorporation in their present
form or as hereafter amended are granted subject to the right reserved
in this Article TENTH.
(b) Notwithstanding any other provisions of these Articles of
Incorporation or the By-laws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the By-laws of the Corporation), and in
addition to such additional vote of any Preferred Stock that may
hereafter be authorized as may be required by the provisions of any
series thereof or by applicable law, this Article TENTH shall not be
amended, altered, changed or repealed without the affirmative vote as
to all stock held by the holders of 80% or more of the outstanding
shares of the Corporation's capital stock entitled to vote generally in
the election of directors, voting separately as a class.
ELEVENTH. Limiting Director Liability.
(a) No director of the Corporation shall be liable to the
Corporation or to its stockholders for monetary damages for breach of
the director's duty as a director; provided, however, that this Article
ELEVENTH shall not eliminate or limit the liability of a director (i)
for any breach of the director's duty of loyalty to the Corporation or
its stockholders; ( ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law;
(iii) the liability imposed pursuant to the provisions of R.I.G.L.
Section 7-1.1-43 (as in effect or as hereafter amended); or (iv) for
any transaction from which the director derived an improper personal
benefit unless said transaction is permitted by R.I.G.L. Section 7-
1.1-37.1 (as in effect or as hereafter amended). If the Rhode Island
General Laws are amended after the adoption of this Article ELEVENTH to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of each director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Rhode Island General Laws, as so amended. Neither the
amendment nor repeal of this Article ELEVENTH nor the adoption of any
provision of these Articles of Incorporation inconsistent with this
Article ELEVENTH shall eliminate or reduce the effect of this Article
ELEVENTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article ELEVENTH, would occur or
arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
(b) Notwithstanding any other provisions of these Articles of
Incorporation, including Section TENTH (a), or the By-laws of the
Corporation (and notwithstanding the fact that some lesser percentage
may be specified by law, these Articles of Incorporation or the By-laws
of the Corporation), and in addition to such additional vote of any
Preferred Stock that may hereafter be authorized as may be required by
the provisions of any series thereof or by applicable law, this Article
ELEVENTH shall not be amended, altered, changed or repealed without:
(1) The affirmative vote of 80% of the Board of Directors
and of a majority of Continuing Directors (as defined in Article
NINTH of these Articles of Incorporation), and
(2) The affirmative vote as to all stock held by the holders
of 80% or more of the outstanding Voting Shares (as defined in
Article NINTH of these Articles of Incorporation), voting
separately as a class.
TWELFTH. The Restated Articles of Incorporation correctly set
forth without change the corresponding provisions of the Articles of
Incorporation as heretofore restated and amended, and supersede the
original Articles of Incorporation and all amendments thereto.
Washington Trust Bancorp, Inc.
Dated: August 9, 1994 By Joseph J. Kirby
-------------- ------------------------
Its President
and Harvey C. Perry, II
----------------------
Its Secretary
STATE OF RHODE ISLAND
COUNTY OF WASHINGTON
On the 9th day of August, 1994, personally appeared before me
Joseph J. Kirby, who being by me duly sworn, declared that he is the
President of Washington Trust Bancorp, Inc., that he signed the
foregoing document as President of the Corporation, and that the
statements therein contained are true.
Yvonne Mole
Notary Public
{Notarial Seal}