SMITHFIELD FOODS, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
(Conformed Copy incorporating all amendments through August 29, 2001)
ARTICLE I
NAME
The name of the Corporation is Smithfield Foods, Inc.
ARTICLE II
PURPOSE
The Corporation shall have the power to engage in any lawful business not
required by the Virginia Stock Corporation Act to be stated in the Articles of
Incorporation.
ARTICLE III
AUTHORIZED SHARES
3.1 Number and Designation. The number and designation of shares that the
Corporation shall have authority to issue and the par value per share are as
follows:
Class Number of Shares Par Value
----- ---------------- ---------
Preferred 1,000,000 $1.00
Common 200,000,000 $0.50
3.2 Preemptive Rights. No holder of outstanding shares of any class shall have
any preemptive right with respect to (i) any shares of any class of the
Corporation, whether now or hereafter authorized, (ii) any warrants, rights or
options to purchase any such shares, or (iii) any obligations convertible into
or exchangeable for any such shares or into warrants, rights or options to
purchase any such shares.
3.3 Shareholder Approval. Except as otherwise provided in Article VI, an
amendment to the Articles of Incorporation of the Corporation shall be approved
if a majority of the votes entitled to be cast by each voting group entitled to
vote on such action are cast in favor of such action. Any merger or share
exchange to which the Corporation is a party or any direct or indirect sale,
lease, exchange or other disposition of all or substantially all of the
Corporation's property, otherwise than in the usual and regular course of
business, shall be approved if a majority of the votes entitled to be cast by
each voting group entitled to vote on such action are cast in favor of such
action; provided, however, that this sentence shall not affect the power of the
Board of Directors to condition its submission of any plan of merger, share
exchange or direct or indirect sale, lease, exchange or other disposition of all
or substantially all of the Corporation's property, otherwise than in the usual
and regular course of business, on any basis, including the requirement of a
greater vote.
ARTICLE IV
PREFERRED SHARES
4.1 Issuance in Series. The Board of Directors is authorized to issue the
Preferred Shares from time to time in one or more series and to provide for the
designation, preferences, limitations and relative rights of the shares of each
series by the adoption of Articles of Amendment to the Articles of Incorporation
of the Corporation setting forth:
(i) The maximum number of shares in the series and the designation of
the series, which designation shall distinguish the shares thereof from the
shares of any other series or class;
(ii) Whether shares of the series shall have special, conditional or
limited voting rights, or no right to vote, except to the extent prohibited
by law;
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(iii) Whether shares of the series are redeemable or convertible (x)
at the option of the Corporation, a shareholder or another person or upon
the occurrence of a designated event, (y) for cash, indebtedness,
securities or other property, and (z) in a designated amount or in an
amount determined in accordance with a designated formula or by reference
to extrinsic data or events;
(iv) Any right of holders of shares of the series to distributions,
calculated in any manner, including the rate or rates of dividends, and
whether dividends shall be cumulative, noncumulative or partially
cumulative;
(v) The amount payable upon the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(vi) Any preference of the shares of the series over the shares of any
other series or class with respect to distributions, including dividends,
and with respect to distributions upon the liquidation, dissolution or
winding up of the affairs of the Corporation; and
(vii) Any other preferences, limitations or specified rights
(including a right that no transaction of a specified nature shall be
consummated while any shares of such series remain outstanding except upon
the assent of all or a specified portion of such shares) now or hereafter
permitted by the laws of the Commonwealth of Virginia and not inconsistent
with the provisions of this Section 4.1.
4.2 Articles of Amendment. Before the issuance of any shares of a series,
Articles of Amendment establishing such series shall be filed with and made
effective by the State Corporation Commission of Virginia, as required by law.
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4.3 Series A Junior Participating Preferred Shares.
(a) Designation and Amount. Pursuant to a resolution adopted by the Board
of Directors of the Corporation on May 30, 2001, 200,000 preferred shares
(of $1.00 par value) are hereby constituted as a series of preferred shares
of the Corporation which shall be designated as "Series A Junior
Participating Preferred Shares" (the "Series A Preferred Shares"), the
preferences, limitations and relative rights of which are set forth herein.
(b) Dividends and Distribution.
(i) Subject to the prior and superior rights of the holders of any
preferred shares of any series ranking prior and superior to the
Series A Preferred Shares with respect to dividends, the holders of
Series A Preferred Shares, in preference to the holders of Common
Shares, par value $.50 per share (the "Common Shares"), of the
Corporation shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the fifteenth day of January,
April, July and October in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Shares, in an
amount per share (rounded to the nearest cent) equal to the greater of
(X) $1.00 or (Y) subject to the provision for adjustment hereinafter
set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a
dividend payable in Common Shares or a subdivision of the outstanding
Common Shares (by reclassification or otherwise), declared on the
Common Shares, since the immediately preceding Quarterly Dividend
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Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of
Series A Preferred Shares. In the event the Corporation shall at any
time declare or pay any dividend on Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by
payment of a dividend in Common Shares) into a greater or lesser
number of Common Shares, then in each such case the amount to which
holders of Series A Preferred Shares were entitled immediately prior
to such event under clause (Y) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to such event.
The Corporation shall declare a dividend or distribution on the Series
A Preferred Shares as provided in this paragraph (i) immediately after
it declares a dividend or distribution on the Common Shares (other
than a dividend payable in Common Shares); provided that, in the event
no dividend or distribution shall have been declared on the Common
Shares during the period between any Quarterly Dividend Payment Date
and the next subsequent Quarterly Dividend Payment Date, a dividend of
$1.00 per share on the Series A Preferred Shares shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
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Dividends shall begin to accrue and be cumulative on outstanding
Series A Preferred Shares from the Quarterly Dividend Payment Date
next preceding the date of issue of such Series A Preferred Shares,
unless the date of issue of such shares is prior to the record date
for the first Quarterly Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of
holders of Series A Preferred Shares entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the Series A
Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date
for the determination of holders of Series A Preferred Shares entitled
to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 60 days prior to the date
fixed for the payment thereof.
(c) Voting Rights. The holders of Series A Preferred Shares shall have
the following voting rights:
(i) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Shares shall entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the
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shareholders of the Corporation. In the event the Corporation shall
at any time declare or pay any dividend on Common Shares payable in
Common Shares, or effect a subdivision or combination or consolidation
of the outstanding Common Shares (by reclassification or otherwise
than by payment of a dividend in Common Shares) into a greater or
lesser number of Common Shares, then in each such case the number of
votes per share to which holders of Series A Preferred Shares were
entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and
the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
(ii) Except as otherwise provided herein or by law, the holders of
Series A Preferred Shares and the holders of Common Shares shall vote
together as one class on all matters submitted to a vote of
shareholders of the Corporation.
(iii) Except as set forth herein, holders of Series A Preferred
Shares shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with
holders of Common Shares as set forth herein) for taking any corporate
action.
(d) Certain Restrictions.
(i) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Shares as provided in paragraph (b)
are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on Series A Preferred
Shares outstanding shall have been paid in full, the Corporation shall
not:
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(A) declare or pay dividends on, make any other distributions on,
or redeem or purchase or otherwise acquire for consideration any
shares of the Corporation ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A
Preferred Shares;
(B) declare or pay dividends on or make any other distributions
on any shares of the Corporation ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Shares, except dividends paid ratably on
the Series A Preferred Shares and all such parity shares on which
dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then
entitled;
(C) redeem or purchase or otherwise acquire for consideration any
shares of the Corporation ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with
the Series A Preferred Shares, provided that the Corporation may
at any time redeem, purchase or otherwise acquire any such parity
shares in exchange for any shares of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation
or winding up) to the Series A Preferred Shares; or
(D) purchase or otherwise acquire for consideration any Series A
Preferred Shares, or any shares of the Corporation ranking on a
parity with the Series A Preferred Shares, except in accordance
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with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and
classes shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(ii) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of the Corporation unless the Corporation could, under
subparagraph (i) of this paragraph (d), purchase or otherwise acquire
such shares at such time and in such manner.
(e) Reacquired Shares. Any Series A Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall
be retired and canceled promptly after the acquisition thereof. All
such shares shall upon their cancellation, and upon the taking of any
action required by applicable law, become authorized but unissued
preferred shares and may be reissued as part of a new series of
preferred shares to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up. Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no
distribution shall be made:
(A) to the holders of shares of the Corporation ranking junior
(either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Shares unless, prior
thereto, the holders of Series A Preferred Shares shall have
received an amount per share equal to the greater of (i) $180,000
per share, or (ii) subject to the provision for adjustment
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hereinafter set forth, 1000 times the aggregate amount to be
distributed per share to holders of Common Shares, plus in each
case an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of
such payment, or
(B) to the holders of shares of the Corporation ranking on a
parity (either as to dividends or upon liquidation, dissolution
or winding up) with the Series A Preferred Shares, except
distributions made ratably on the Series A Preferred Shares and
all other such parity shares in proportion to the total amounts
to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.
In the event the Corporation shall at any time declare or pay any
dividend on Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common
Shares (by reclassification or otherwise than by payment of a dividend
in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the aggregate amount to which holders of Series
A Preferred Shares were entitled immediately prior to such event under
the proviso in clause (A) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the
number of Common Shares outstanding immediately after such event and
the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
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(g) Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in
which the Common Shares are exchanged for or changed into other shares
or securities, cash and/or any other property, then in any such case
the Series A Preferred Shares shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of shares, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each
share of Common Shares is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on Common
Shares payable in Common Shares, or effect a subdivision or
combination or consolidation of the outstanding Common Shares (by
reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser number of Common Shares, then in each
such case the amount set forth in the preceding sentence with respect
to the exchange or change of Series A Preferred Shares shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares
that were outstanding immediately prior to such event.
(h) No Redemption. The Series A Preferred Shares shall not be
redeemable.
(i) Ranking. The Series A Preferred Shares shall be junior to all
other series of the Corporation's preferred shares as to the payment
of dividends passu with the Series A Preferred Shares.
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(j) Amendment. The Articles of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A
Preferred Shares so as to affect them adversely without the
affirmative vote of the holders of two-thirds or more of the
outstanding Series A Preferred Shares voting together as a single
class.
4.4 Series B Special Voting Preferred Share
(a) Designation and Amount. Pursuant to a resolution adopted by the
Board of Directors of the Corporation on May 27, 1998, one (1) preferred share
(of $1.00 par value) is hereby constituted as a series of preferred shares of
the Corporation which shall be designated as the "Series B Special Voting
Preferred Share" (the "Series B Preferred Share"), the preferences and relative,
optional and other special rights of which and the qualifications, limitations
or restrictions of which shall be as set forth herein.
(b) Dividends and Distributions. The holder of the Series B Preferred
Share shall not be entitled to receive any portion of any dividend or
distribution at any time.
(c) Voting Rights. The holder of the Series B Preferred Share shall
have the following voting rights:
(i) The Series B Preferred Share shall entitle the holder thereof
to an aggregate number of votes equal to the number of Exchangeable Shares
("Exchangeable Shares"), of Smithfield Canada Limited, an Ontario
corporation ("Smithfield Canada"), outstanding from time to time which are
not owned by the Corporation or any of its direct or indirect subsidiaries.
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(ii) Except as otherwise provided herein or by law, the holder
of the Series B Preferred Share and the holders of Common Shares and of
Series A Preferred Shares shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.
(iii) Except as set forth herein, the holder of the Series B
Preferred Share shall have no special voting rights, and its consent shall
not be required (except to the extent it is entitled to vote with holders
of Common Shares and of Series A Preferred Shares as set forth herein) for
taking any corporate action.
(d) Additional Provisions.
(i) The Holder of the Series B Preferred Share is entitled to
exercise the voting rights attendant thereto in such manner as such holder
desires.
(ii) At such time as (A) the Series B Preferred Share entitles
its holder to a number of votes equal to zero because there are no
Exchangeable Shares of Smithfield Canada outstanding which are not owned by
the Corporation or any of its direct or indirect subsidiaries, and (B)
there is no share of stock, debt, option or other agreement, obligation or
commitment of Smithfield Canada which could by its terms require Smithfield
Canada to issue any Exchangeable Shares to any person other than the
Corporation or any of its direct or indirect subsidiaries, then the Series
B Preferred Share shall thereupon be retired and cancelled promptly
thereafter. Such Share shall upon its cancellation, and upon the taking of
any action required by applicable law, become an authorized but unissued
preferred share and may be reissued as part of a new series of preferred
shares to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
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(e) Reacquired Share. If the Series B Preferred Share should be
purchased or otherwise acquired by the Corporation in any manner whatsoever,
then the Series B Preferred Share shall be retired and cancelled promptly after
the acquisition thereof. Such share shall upon its cancellation, and upon the
taking of any action required by applicable law, become an authorized but
unissued preferred share and may be reissued as part of a new series of
preferred shares to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
(f) Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Corporation, the holder of the Series B
Preferred Share shall not be entitled to any portion of any distribution.
(g) No Redemption or Conversion. The Series B Preferred Share shall
not be redeemable or convertible.
ARTICLE V
COMMON SHARES
5.1 Voting Rights. The holders of outstanding Common Shares shall, to the
exclusion of the holders of any other class of shares of the Corporation, have
the sole power to vote for the election of directors and for all other purposes
without limitation, except (i) as otherwise provided in the Articles of
Amendment establishing any series of Preferred Shares or (ii) as may be required
by law.
5.2 Distributions. Subject to the rights of the holders of shares, if any,
ranking senior to the Common Shares as to dividends or rights in the
liquidation, dissolution or winding up of the affairs of the Corporation, the
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holders of the Common Shares shall be entitled to distributions, including
dividends, when declared by the Board of Directors and to the net assets of the
Corporation upon the liquidation, dissolution or winding up of the affairs of
the Corporation.
ARTICLE VI
BOARD OF DIRECTORS
6.1 Election and Term. Commencing with the 2000 annual meeting of
shareholders, the Board of Directors shall be divided into three classes as
nearly equal in number as possible. At the 2000 annual meeting of shareholders,
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 2001 annual meeting of shareholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 2002 annual meeting of shareholders; and directors of the third class (Class
III) shall be elected to hold office for a term expiring at the 2003 annual
meeting of shareholders. At each annual meeting of shareholders after 2000, the
successors to the class of directors whose terms shall then expire shall be
identified as being of the same class as the directors they succeed and elected
to hold office until the third succeeding annual meeting of shareholders. If
the number of directors is changed, any newly created directorships or any
decrease in directorships shall be so apportioned among the classes by the Board
of Directors as to make all classes as nearly equal in number as possible.
6.2 Removal of Directors. Subject to the rights of the holders of any series
of Preferred Shares then outstanding, a director may be removed only with cause
by the affirmative vote of the holders of shares representing at least 66 2/3%
of the votes entitled to be cast on such action.
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6.3 Newly-Created Directorships; Vacancies. Subject to the rights of the
holders of any series of Preferred Shares then outstanding, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors or the removal of a director, may be filled
only by the affirmative vote of a majority of the directors remaining in office
even if the directors in office constitute less than a quorum of the Board of
Directors.
6.4 Amendment or Repeal. The provisions of this Article shall not be amended
or repealed, nor shall any provision of these Articles of Incorporation be
adopted that is inconsistent with this Article, unless such action shall have
been approved by the affirmative vote of the holders of shares representing at
least 66 2/3% of the votes entitled to be cast by each voting group entitled to
vote on such action.
ARTICLE VII
LIMIT ON LIABILITY AND INDEMNIFICATION
7.1 Definitions. For purposes of this Article the following definitions shall
apply:
(i) "Corporation" means this Corporation only and no predecessor
entity or other legal entity;
(ii) "expenses" include counsel fees, expert witness fees, and costs
of investigation, litigation and appeal, as well as any amounts expended in
asserting a claim for indemnification;
(iii) "liability" means the obligation to pay a judgment, settlement,
penalty, fine, or other such obligation, including, without limitation, any
excise tax assessed with respect to an employee benefit plan;
(iv) "legal entity" means a corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise;
(v) "predecessor entity" means a legal entity the existence of which
ceased upon its acquisition by the Corporation in a merger or otherwise;
and
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(vi) "proceeding" means any threatened, pending, or completed action,
suit, proceeding or appeal whether civil, criminal, administrative or
investigative and whether formal or informal.
7.2 Limit on Liability. In every instance in which the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be amended,
permits the limitation or elimination of liability of directors or officers of a
corporation to the corporation or its shareholders, the directors and officers
of this Corporation shall not be liable to the Corporation or its shareholders.
7.3 Indemnification of Directors and Officers. The Corporation shall indemnify
any individual who is, was or is threatened to be made a party to a proceeding
(including a proceeding by or in the right of the Corporation) because such
individual is or was a director or officer of the Corporation or because such
individual is or was serving the Corporation, or any other legal entity in any
capacity at the request of the Corporation while a director or officer of the
Corporation, against all liabilities and reasonable expenses incurred in the
proceeding except such liabilities and expenses as are incurred because of such
individual's willful misconduct or knowing violation of the criminal law.
Service as a director or officer of a legal entity controlled by the Corporation
shall be deemed service at the request of the Corporation. The determination
that indemnification under this Section 7.3 is permissible and the evaluation as
to the reasonableness of expenses in a specific case shall be made, in the case
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of a director, as provided by law, and in the case of an officer, as provided in
Section 7.4 of this Article; provided, however, that if a majority of the
directors of the Corporation has changed after the date of the alleged conduct
giving rise to a claim for indemnification, such determination and evaluation
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the Board of Directors and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from such
director or officer to repay the same if it is ultimately determined that such
director or officer is not entitled to indemnification. Such undertaking shall
be an unlimited, unsecured general obligation of the director or officer and
shall be accepted without reference to such director's or officer's ability to
make repayment. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that a director or officer acted in such a manner as
to make such director or officer ineligible for indemnification. The
Corporation is authorized to contract in advance to indemnify and make advances
and reimbursements for expenses to any of its directors or officers to the same
extent provided in this Section 7.3.
7.4 Indemnification of Others. The Corporation may, to a lesser extent or to
the same extent that it is required to provide indemnification and make advances
and reimbursements for expenses to its directors and officers pursuant to
Section 7.3, provide indemnification and make advances and reimbursements for
expenses to its employees and agents, the directors, officers, employees and
agents of its subsidiaries and predecessor entities, and any person serving any
other legal entity in any capacity at the request of the Corporation, and may
contract in advance to do so. The determination that indemnification under this
Section 7.4 is permissible, the authorization of such indemnification and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as authorized from time to time by general or specific action of the Board of
Directors, which action may be taken before or after a claim for indemnification
is made, or as otherwise provided by law. No person's rights under Section 7.3
of this Article shall be limited by the provisions of this Section 7.4.
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7.5 Miscellaneous. The rights of each person entitled to indemnification under
this Article shall inure to the benefit of such person's heirs, executors and
administrators. Special legal counsel selected to make determinations under
this Article may be counsel for the Corporation. Indemnification pursuant to
this Article shall not be exclusive of any other right of indemnification to
which any person may be entitled, including indemnification pursuant to a valid
contract, indemnification by legal entities other than the Corporation and
indemnification under policies of insurance purchased and maintained by the
Corporation or others. However, no person shall be entitled to indemnification
by the Corporation to the extent such person is indemnified by another,
including an insurer. The Corporation is authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above against any liability arising from their service to
the Corporation or any other legal entity at the request of the Corporation
regardless of the Corporation's power to indemnify against such liability. The
provisions of this Article shall not be deemed to preclude the Corporation from
entering into contracts otherwise permitted by law with any individuals or legal
entities, including those named above. If any provision of this Article or its
application to any person or circumstance is held invalid by a court of
competent jurisdiction, the invalidity shall not affect other provisions or
applications of this Article, and to this end the provisions of this Article are
severable.
7.6 Amendments. No amendment, modification or repeal of this Article shall
diminish the rights provided hereunder to any person arising from conduct or
events occurring before the adoption of such amendment, modification or repeal.
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