FEDERAL IDENTIFICATION
NO. 04-2436093
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Neal F. Finnegan, * President
and Eric R. Fischer, * Clerk
of UST Corp.
(Exact name of corporation)
located at: 40 Court Street, Boston, Massachusetts 02108
(Street address of corporation in Massachuserts)
certify that these Articles of Amendment affecting articles numbered:
Three (3)
(Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on December
17, 1996, by vote of:
11,344,981 shares of UST Corp. Common Stock of 17,936,989 shares outstanding.
(type, class & series, if any)
par value of $0.625
**being at least a majority of each type, class or series outstanding and
entitled to vote thereon
VOTED: to amend the Corporation's Restated Articles of Organization to
increase the number of authorized shares of the Corporation's
Common Stock from 30,000,000 to 45,000,000.
*Delele the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amnendments adopted pursuant to Chapter 156B Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 30,000,000 $0.625
Preferred: Preferred: 4,000,000 $1.00
(300,000 Series A Junior Participating) @ 1.00
Change the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 45,000,000 $0.625
Preferred: Preferred: 4,000,000 $1.00
(300,000 Series A Junior Participating) @ 1.00
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
================================================================================
I hereby approve the within Articles of Amendment, and the filing fee in the
amount of $15,000 having been paid, said article is deemed to have been filed
with me this 27 th day of December, 1996
Effective date:
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
Eric R. Fischer, Esq.
40 Court Street
Boston, Massachusetts (617) 726-7377
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of December, 1996
/s/ Neal F. Finnegan *President
- ------------------------------------------------------
Neal F. Finnegan
/s/ Eric R. Fischer *Clerk
- ------------------------------------------------------
Eric R. Fischer, Esq.
*Delete the inapplicable words.