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RESTATED ARTICLES OF INCORPORATION
OF
BOATMEN'S BANCSHARES, INC.
On June 11, 1996, Restated Articles of Incorporation, as set forth
below, were adopted pursuant to Section 351.106(1) R.S.Mo., 1990, as amended,
by the affirmative vote of a majority of the Board of Directors of Boatmen's
Bancshares, Inc., a Missouri corporation. The following Restated Articles of
Incorporation correctly set forth without change the corresponding provisions
of the Articles of Incorporation as (theretofore) amended and supersede the
original Articles of Incorporation and all amendments thereto.
ARTICLE I
The name of the corporation is Boatmen's Bancshares, Inc.
ARTICLE II
The address of its registered office in the State of Missouri is One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101, and the name
of its registered agent at such address is Forrest S. FitzRoy.
ARTICLE III
The aggregate number of shares of all classes which this corporation
shall have authority to issue is Two Hundred Sixty Million Three Hundred
Thousand (260,300,000) shares, of which Two Hundred Fifty Million
(250,000,000) shares shall be common shares of a par value of One Dollar
($1.00) each and Ten Million Three Hundred Thousand (10,300,000) shares shall
be preferred shares without par value. The powers, designations, preferences
and relative, participating, optional and other rights, and qualifications,
limitations and restrictions thereof, are as follows:
Common Shares: Subject to the rights of the preferred shares,
established as hereinafter set forth, the common shares shall have all such
powers and rights as provided by The General and Business Corporation Law of
Missouri and as are customarily attendant to such shares; and
Preferred Shares: Except with respect to the 7% Cumulative Redeemable
Preferred Stock, Series B (Stated Value $100.00 Per Share), as to which the
powers, designations, preferences and relative, participating, optional and
other rights, and qualifications, limitations and restrictions thereof, are
set forth below, the Board of Directors of the corporation is hereby
expressly authorized to cause the preferred shares to be issued from time to
time, in series, and to provide, by resolution adopted prior to the issue of
shares of a particular series, the powers, designations, preferences and
relative, participating, optional and other rights (including special rights
to elect two (2) Directors), and qualifications, limitations and restrictions
thereof and all other matters with respect thereto, as may be so provided for
under The General and Business Corporation Law of Missouri, as amended from
time to time.
7% Cumulative Redeemable Preferred Stock, Series B
1. Designation. The designation of this series is "7% Cumulative
Redeemable Preferred Stock, Series B" (hereinafter referred to as the "Series
B Preferred Stock") and the number of shares constituting such series is
Thirty-Five Thousand and Forty-Five (35,045). Shares of Series B Preferred
Stock shall have a stated value of $100.00 per share.
2. Dividends. The holders of record of the shares of the Series B
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors of the corporation, out of any funds legally available for
such purpose, cumulative cash dividends at an annual dividend rate per share
of 7% of the stated value thereof, which amount is $7.00 per annum, per
share, and no more. Such dividends shall be payable each calendar quarter at
the rate of $1.75 per share on such dates as shall be fixed by resolution of
the Board of Directors of the corporation. The date from which dividends
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on such shares shall be cumulative shall be the first day after said shares are
issued. Accumulations of dividends shall not bear interest. No cash
dividend shall be declared, paid or set apart for any shares of common stock
unless all dividends on all shares of the Series B Preferred Stock at the
time outstanding for all past dividend periods and for the then current
dividend shall have been paid, or shall have been declared and a sum
sufficient for the payment thereof, shall have been set apart. Subject to
the foregoing provisions of this paragraph (2), cash dividends or other cash
distributions as may be determined by the Board of Directors of the
corporation, may be declared and paid upon the shares of the common stock of
the corporation from time to time out of funds legally available therefor,
and the shares of the Series B Preferred Stock shall not be entitled to
participate in any such cash dividend or other such cash distribution so
declared and paid or made on such shares of common stock.
3. Redemption. From and after October 31, 1988, any holder may, by
written request, call upon the corporation to redeem all or any part of said
holder's shares of said Series B Preferred Stock at a redemption price of
$100.00 per share plus accumulated unpaid dividends to the date said request
for redemption is received by the corporation and no more (the "Redemption
Price"). Any such request for redemption shall be accompanied by the
certificates for which redemption is requested, duly endorsed or with
appropriate stock power attached, in either case with signature guaranteed.
Upon receipt by the corporation of any such request for redemption from any
holder of the Series B Preferred Stock, the corporation shall forthwith
redeem said stock at the Redemption Price, provided that: (i) full
cumulative dividends have been paid or declared and set apart for payment
upon all shares of any series of preferred stock ranking superior to the
Series B Preferred Stock as to dividends or other distributions (collectively
the "Superior Stock"); and (ii) the corporation is not then in default or in
arrears with respect to any sinking or analogous fund or call for tenders
obligation or agreement for the purchase, redemption or retirement of any
shares of Superior Stock. In the event that, upon receipt of a request for
redemption, either or both of the conditions set forth in clauses (i) and
(ii) above are not met, the corporation shall forthwith return said request
to the submitting shareholder along with a statement that the corporation is
unable to honor such request and explanation of the reasons therefor. From
and after the receipt by the corporation of a request for redemption from any
holder of said Series B Preferred Stock, which request may be honored
consistent with the foregoing provisions, all rights of such holder in the
Series B Preferred Stock for which redemption is requested shall cease and
terminate, except only the right to receive the Redemption Price thereof, but
without interest.
4. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the corporation, the
holders of the Series B Preferred Stock shall be entitled to receive, subject
to the provisions of paragraph 7 and before any payment shall be made to the
holders of the shares of common stock, the amount of $100.00 each share, plus
accumulated dividends. After payment to the holders of the Series B
Preferred Stock of the full amount as aforesaid, the holders of the Series B
Preferred Stock as such shall have no right or claim to any of the remaining
assets which shall be distributed ratably to the holders of the corporation's
common stock. If, upon any such liquidation, dissolution or winding up, the
assets available therefore are not sufficient to permit payments to the
holders of Series B Preferred Stock of the full amount as aforesaid, then
subject to the provisions of paragraph 7, the holders of the Series B
Preferred Stock then outstanding shall share ratably in the distribution of
assets in accordance with the sums which would be payable if such holders
were to receive the full amounts as aforesaid.
5. Sinking Fund. There shall be no sinking fund applicable to the
shares of Series B Preferred Stock.
6. Conversion. The shares of Series B Preferred Stock shall not be
convertible into any shares of common stock or any other class of shares, nor
exchanged for any shares of common stock or any other class of shares.
7. Superior Stock. The corporation may issue stock with preferences
superior or equal to the shares of the Series B Preferred Stock without the
consent of the holders thereof.
8. Voting Rights. Each share of the Series B Preferred Stock shall
be entitled to equal voting rights, share for share, with each share of the
common stock of the corporation.
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ARTICLE IV
No holder of stock of the corporation shall be entitled as a matter of
right to subscribe for or purchase any part of any new or additional issue of
stock, or securities convertible into stock, of any class whatsoever, whether
now or hereafter authorized, and all such additional shares of stock or other
securities convertible into stock may be issued and disposed of by the Board
of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors,
in its absolute discretion, may deem advisable.
ARTICLE V
The number and class of shares to be issued before the corporation
shall commence business shall be one hundred (100) shares of common stock
with a par value of Ten Dollars ($10.00) per share. The consideration to be
paid therefor and the capital with which the corporation shall commence
business shall be One Thousand Dollars ($1,000.00). The corporation shall
not commence business until consideration of the value of at least One
Thousand Dollars ($1,000.00) has been received for the issuance of shares.
ARTICLE VI
The name and place of residence of the incorporators are as follows:
Names Residences
----- ----------
Arthur Blumeyer 41 Washington Terrace
St. Louis, Missouri
W. E. Burtelow 3999 Holly Hills Blvd.
St. Louis, Missouri
P. W. Herzog 43 Clermont Lane
Ladue Village
St. Louis County, Missouri
ARTICLE VII
The number of Directors to constitute the Board of Directors shall be
twenty-seven (27); provided, however, that such number may be fixed, from
time to time, at not less than a minimum of fifteen (15) nor more than a
maximum (subject to the rights of the holders of preferred shares as set
forth below) of twenty-seven (27), by, or in the manner provided in, the
Bylaws of the corporation, and any such change shall be reported to the
Secretary of State of Missouri within thirty (30) calendar days of such
change. There are currently seventeen (17) Directors constituting the Board
of Directors. The Directors shall be divided into three classes: Class I,
Class II and Class III. Such classes shall be as nearly equal in number as
possible. The term of office of the initial Class I Directors shall expire
at the annual meeting of shareholders of the corporation in 1988; the term of
office of the initial Class II Directors shall expire at the annual meeting
of shareholders of the corporation in 1986; and the term of office of the
initial Class III Directors shall expire at the annual meeting of
shareholders of the corporation in 1987; or in each case when their
respective successors are elected and have qualified. At each annual
election held after 1984, the Directors chosen to succeed those whose terms
then expire shall be identified as being of the same class as the Directors
they succeed and shall be elected for a term of three (3) years expiring at
the third succeeding annual meeting or thereafter when their respective
successors are elected and have qualified. If the number of Directors is
changed, any increase or decrease in Directors shall be apportioned among the
classes so as to maintain all classes as nearly equal in number as possible,
and any additional Director elected to any class shall hold office for a term
which shall expire with the term of the directors in such class.
Notwithstanding the foregoing provisions respecting the maximum number of
directors and the terms of office and classification of Directors, during any
period when the holders of preferred shares, voting as a class, have the
special right to elect two (2) Directors pursuant to Article III hereof, then
and during the time as such special right continues: (a) if the number of
Directors constituting the Board
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of Directors is in excess of twenty (20) then the Board of Directors shall
be decreased to twenty (20) in number; and (b) the Board of Directors shall
then be increased by two (2) Directors who shall be elected by the holders
of preferred shares pursuant to such special right, voting as a class, at
the next annual meeting of shareholders, for a term of one (1) year until
the next annual meeting of shareholders and the election of their
successors by the holders of the preferred shares, or until the earlier
termination of such special right of the holders of preferred shares to
elect such Directors, all as provided for in Article III hereof. At a
meeting called expressly for that purpose, a Director of the corporation
or the entire Board of Directors (other than a Director or Directors elected
by the holders of preferred shares voting as a class pursuant to their
special right) may be removed without cause only upon the affirmative vote of
the holders of not less than eighty percent (80%) of the shares entitled to
vote generally in the election of Directors; provided, however, that, if less
than the entire Board of Directors is to be so removed without cause, no one
of the Directors may be removed if the votes cast against such Director's
removal would be sufficient to elect such Director if then cumulatively voted
at an election of the class of Directors of which such Director is a part.
At a meeting called expressly for that purpose, a Director (other than a
Director elected by the holders of preferred shares voting as a class
pursuant to their special right) may be removed by the shareholders for cause
by the affirmative vote of the holders of a majority of the shares entitled
to vote upon his election.
ARTICLE VIII
The duration of the corporation shall be perpetual.
ARTICLE IX
The corporation is formed for the following purposes:
1. To purchase, subscribe for or otherwise acquire and own, hold as
an investment or otherwise, use, sell, assign, deal in, transfer, mortgage,
pledge, exchange or otherwise dispose of, alone or in syndicates or otherwise
in conjunction with others, shares of capital stock, bonds, debentures,
notes, evidences of indebtedness and other securities, contracts or
obligations of any corporation, association, partnership, entity, or
governmental, municipal or public authority, domestic or foreign, and to pay
therefor in whole or in part, in cash or by exchanging therefor shares of the
capital stock, bonds, debentures, debenture stock, notes or other obligations
of this corporation or any other corporation, and while the owner or holder
of any such property to receive, collect and dispose of the interest,
dividends and income arising from such property, and to possess and exercise
in respect thereof all the rights, powers and privileges of ownership,
including all voting powers of any securities so owned;
2. To purchase or otherwise acquire the whole or any part of the
property, assets, business, goodwill or rights and to undertake or assume the
whole or any part of the bonds, mortgages, franchises, leases, contracts,
indebtedness, guaranties, liabilities and obligations of any person, firm,
association, corporation or organization, and to pay for the same or any part
or combination thereof in cash, shares of the capital stock, bonds,
debentures, debenture stock, notes, and other obligations of this corporation
or otherwise, or by undertaking and assuming the whole or any part of the
liabilities or obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so acquired or
purchased, and to conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all the powers necessary or convenient
in and about the conduct, management and carrying on of such business;
3. To purchase or otherwise acquire, hold, sell, pledge, transfer or
otherwise dispose of, and to reissue or cancel the shares of its own capital
stock or any securities or other obligations of this corporation;
4. To promote or assist financially, by loan, subsidy, guaranty,
contribution to capital or surplus, or otherwise, corporations, syndicates,
partnerships, individuals or associations of all kinds, foreign or domestic,
and in connection therewith to execute mortgages, deeds of trust, other forms
of encumbrances, contracts and other types of written instruments;
5. To purchase or otherwise acquire and own, hold, lease, develop,
sell, exchange or otherwise use, deal in or
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dispose of, mortgage or otherwise encumber, real property or any interest
therein and to purchase or otherwise acquire and own, hold, build,
construct, erect, manage, operate, repair, restore, and to dispose of by
sale, lease, mortgage or otherwise, buildings and structures of all types;
6. To purchase or otherwise acquire and own, hold, lease, sell, or
otherwise use, deal in or dispose of, mortgage or otherwise encumber personal
property of every kind and description or any interest therein, and to
operate, manage and maintain the same;
7. To acquire, own, hold, buy, sell, transfer and otherwise dispose
of patents and patent rights, trademarks and trade names, copyrights,
licenses, franchises, permits and other evidences of right;
8. In general to carry on any other lawful business whatsoever in
connection with the foregoing or which is calculated, directly or indirectly,
to promote the interest of the corporation or to enhance the value of its
properties;
9. To have and to exercise all powers necessary or incident to
carrying out its corporate purposes, to exercise all other powers permitted
by law, and to possess and enjoy all rights and powers which now or at any
time hereafter may be granted to or exercised by a corporation of this
character.
ARTICLE X
The Board of Directors shall have the power to make, alter, amend or
repeal the Bylaws of the corporation from time to time.
ARTICLE XI
The approval of any Business Combination shall, in addition to any
affirmative vote required by law, require the affirmative vote of the holders
of not less than eighty percent (80%) of the common shares of the corporation
then entitled to vote generally in the election of directors of the
corporation; provided, however, that any such Business Combination may be
approved on the affirmative vote required by law if such Business Combination
is approved by not less than seventy-five percent (75%) of the entire Board
of Directors of the corporation. As used herein the term "Business
Combination" shall mean:
(i) Any merger or consolidation of the corporation or any subsidiary
of the corporation with (a) any Substantial Shareholder or (b) any other
corporation which, after such merger or consolidation, would be a Substantial
Shareholder, regardless of which entity survives;
(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Substantial Shareholder of all or substantially all of the assets of the
corporation or any subsidiary of the corporation, or both;
(iii) The adoption of any plan or proposal for the liquidation of the
corporation proposed by or on behalf of a Substantial Shareholder; or
(iv) Any transaction involving the corporation or any of its
subsidiaries, including the issuance or transfer of any securities of, any
reclassification of securities of, or any recapitalization of, the
corporation or any of its subsidiaries, or any merger or consolidation of the
corporation with any of its subsidiaries (whether or not involving a
Substantial Shareholder), if the transaction would have 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, of which a Substantial Shareholder is the Beneficial Owner.
As used herein, the term "Substantial Shareholder" shall mean and
include any individual, corporation, partnership or other person or entity
which, together with its "Affiliates" and "Associates" (as such terms were
defined as of February
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29, 1984 in Rule 12b-2 under the Securities Exchange Act of 1934), is the
"Beneficial Owner" (as determined in accordance with the criteria set forth
as of February 29, 1984 under Rule 13d-3 under the Securities Exchange Act
of 1934) in the aggregate of more than five percent (5%) of the outstanding
shares of the corporation entitled to vote generally in an election of
Directors; and any Affiliate or Associate of any such individual,
corporation, partnership or other person or entity.
ARTICLE XII
The corporation reserves the right to amend, alter, change or repeal
any provisions contained in these Articles of Incorporation in the manner now
or hereafter prescribed by law, and all rights conferred upon shareholders
herein are granted subject to this reservation; provided, however, that any
amendment, alteration or repeal of the provisions of Article VII, Article XI
or this proviso to Article XII shall, in addition to any affirmative vote
required by law, require the affirmative vote of the holders of eighty
percent (80%) of the common shares of the corporation then entitled to vote
at a meeting of shareholders called for such purpose.
ARTICLE XIII
(1) The corporation shall indemnify each of its Directors, its
Chairman of the Board, its Vice Chairman of the Board, its President and its
Vice Presidents to the full extent specified by Section 351.355 of the
Revised Statutes of Missouri, as amended from time to time, (the
"Indemnification Statute") and, in addition, shall indemnify each of them
against all expenses (including without limitation all attorneys' fees,
judgments, fines and amounts paid in settlement) incurred by him in
connection with any claim (including, without limitation, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether or not by or in the right of any
corporation) by reason of the fact that he is or was serving the corporation
or at the request of the corporation in any of the capacities referred to in
the Indemnification Statute or arising out of his status in any such
capacity, provided that the corporation shall not indemnify any person from
or on account of such person's conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct.
(2) The corporation may, to such extent as it deems appropriate and
as may be permitted by the Indemnification Statute, indemnify any other
person referred to in the Indemnification Statute against any such expenses
incurred by him in connection with any such claim by reason of the fact that
he is or was serving the corporation or at the request of the corporation in
any of such capacities or arising out of his status in any such capacity.
(3) The corporation is authorized to give or supplement any of the
aforesaid indemnifications by bylaw, agreement or otherwise and fund them by
insurance to the extent it deems appropriate. Amounts to be paid under this
Article shall be disbursed at such times and upon such procedures as the
corporation shall determine. All such indemnification shall continue as to
any person who has ceased to serve in any of the aforesaid capacities and
shall inure to the benefit of the heirs, devisees and personal
representatives of such person. Indemnification given under section (1) or
given or supplemented under this section (3) of this Article XIII shall
survive elimination or modification of this Article with respect to any such
expenses incurred in connection with claims arising out of acts or omissions
occurring prior to such elimination or modification and persons to whom such
indemnification is given shall be entitled to rely upon such indemnification
as a contract with the corporation.
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IN WITNESS WHEREOF, these Restated Articles of Incorporation have been
executed in duplicate on behalf of said corporation this 11th day of June,
1996.
BOATMEN'S BANCSHARES, INC.
By_____________________________
Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
(SEAL)
By_____________________________
Forrest S. FitzRoy
Secretary
ATTEST:
__________________________________________
Forrest S. FitzRoy
Secretary
STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Susan M. Hill, a notary public, do hereby certify that on this 11th
day of June, 1996, personally appeared before me Andrew B. Craig, III and
Forrest S. FitzRoy, who, being by me first duly sworn, declared that they
are, respectively, the Chairman of the Board and Chief Executive Officer and
Secretary of Boatmen's Bancshares, Inc., that they signed the foregoing
document as, respectively, Chairman of the Board and Chief Executive Officer
and Secretary of the corporation, and that the statements therein contained
are true.
(NOTARIAL SEAL)
___________________________________________
Susan M. Hill
Notary Public
My Commission expires: September 9, 1998.
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