ARTICLES OF INCORPORATION
OF PROVIDENT PREFERRED CAPITAL CORP.
The undersigned, a natural person and citizen of the State of Ohio,
desiring to form a corporation for profit under the Ohio General
Corporation Law, Ohio Revised Code ss.1701.01 et seq., does hereby certify
as follows:
FIRST: The name of the corporation shall be PROVIDENT PREFERRED
CAPITAL CORP. (the "Corporation").
SECOND: The location of the Corporation's principal office is the
City of Cincinnati in Hamilton County, Ohio.
THIRD: The purpose for which the Corporation is formed is to engage
in any lawful act or activity for which corporations may be formed under
Sections 1701.01 et seq. of the Ohio Revised Code.
FOURTH: The maximum number of shares which the Company is
authorized to have outstanding is Two Thousand (2,000), of which:
(i) One Thousand (1,000) shares of no par value per
share are to be Common Stock; and
(ii) One Thousand (1,000) shares of $25.00 par value per
share are to be Preferred Stock.
The Common Stock and Preferred Stock shall have the following
respective designations, preferences, dividend rights, voting rights,
redemption rights, conversion rights, restrictions on issuance of shares
and other relative, participating, optional or other special rights and
preferences, and qualifications, limitations or restrictions thereon, and
are created on the following terms, respectively:
PART ONE: COMMON STOCK
The shares of Common Stock may be issued at any time or from time
to time for such amount of lawful consideration as may be fixed by the
Board of Directors. Subject to the cumulative voting rights of such holder,
each holder of Common Stock shall be entitled to one (1) vote for each
share of Common Stock held by such holder.
PART TWO: PREFERRED STOCK
Clause 1. Except as otherwise provided by this Article Fourth or by
the amendment or amendments providing for the issue of any series of
Preferred Stock adopted by the Board of Directors pursuant to authority
expressly vested in it by this Article Fourth, the Preferred Stock may be
issued at any time or from time to time in any amount, not exceeding in the
aggregate, including all shares of any and all series thereof theretofore
issued, the One Thousand (1,000) shares of Preferred Stock hereinabove
authorized, as Preferred Stock of one or more series, as hereinafter
provided, and for such lawful consideration as shall be fixed from time to
time by the Board of Directors. All shares of any one series of Preferred
Stock shall be alike in every particular, each series thereof shall be
distinctively designated by letter or descriptive words, and all series of
Preferred Stock shall rank equally and be identical in all respects except
as permitted by the provisions of Clause 2 of this Part Two of Article
Fourth.
Clause 2. Authority is hereby expressly granted to the Board of
Directors from time to time to adopt amendments to these Articles of
Incorporation providing for the issue in one or more series of any unissued
or treasury shares of the Preferred Stock, and to fix, by the amendment
creating each such series of the Preferred Stock, the designation and
number of shares, voting rights, dividend rate or rates, dividend payment
date or dates, redemption rights and price, sinking fund requirements,
conversion or exchange rights and restrictions on issuance of shares of
such series, to the fullest extent now or hereafter permitted by the laws
of the State of Ohio and notwithstanding the provisions of any other
Article of these Articles of Incorporation of the Corporation, in respect
of the matters set forth in the following subdivisions (a) to (i),
inclusive:
(a) The designation and number of shares of such series;
(b) Voting rights (to the fullest extent now or hereafter
permitted by the laws of the State of Ohio);
(c) The dividend rate or rates of such series (which may be
an adjustable or variable rate and which may be cumulative or
non-cumulative);
(d) The dividend payment date or dates of such series;
(e) The price or prices at which shares of such series may
be redeemed;
(f) The amount of the sinking fund, if any, to be applied to
the purchase or redemption of shares of such series and the manner
of its application;
(g) The liquidation price or prices of such series;
(h) Whether or not the shares of such series shall be made
convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same class of stock of
the Corporation, and if made so convertible or exchangeable, the
conversion price or prices, or the rate or rates of exchange, and
the adjustments, if any, of the price or rate at which such
conversion or exchange may be made; and,
(i) Whether or not the issue of any additional shares of
such series or any future series in addition to such series shall
be subject to any restrictions and, if so, the nature of such
restrictions.
Any of the voting rights, dividend rate or rates, dividend payment date or
dates, redemption rights and price, sinking fund requirements, conversion
rights and restrictions on issuance of shares of any such series of
Preferred Stock may, to the fullest extent now or hereafter permitted by
the laws of the State of Ohio, be made dependent upon facts ascertainable
outside these Articles of Incorporation or outside the amendment or
amendments providing for the issue of such Preferred Stock adopted by the
Board of Directors pursuant to authority expressly vested in it by this
Article Fourth. If the then-applicable laws of the State of Ohio do not
permit the Board of Directors to fix, by the amendment creating a series of
Preferred Stock, the voting rights of shares of such series, each holder of
shares of any series of Preferred Stock shall not be entitled to any voting
rights with respect to the shares of Preferred Stock held by such holder.
Clause 3. Before any dividends shall be declared or paid upon or
set apart for, or distribution made on, the Common Stock and before any sum
shall be paid or set apart for the purchase or redemption of Preferred
Stock of any series or for the purchase of the Common Stock, the holders of
Preferred Stock of each series shall be entitled to receive, if and when
declared by the Board of Directors, dividends at the rate or rates fixed
for such series in accordance with the provisions of this Article Fourth,
and no more, from the dividend payment date of, or next preceding the date
of, issue thereof, payable on the payment date or dates fixed from time to
time by the Board of Directors.
Clause 4. Upon at least thirty (30) days previous notice given by
mail to record holders of Preferred Stock to be redeemed at their
respective addresses as they appear on the books of the Corporation and by
publication in a newspaper of general circulation in the City of
Cincinnati, Ohio, and in a newspaper of general circulation in the Borough
of Manhattan, City and State of New York, the Corporation, at its election,
by action of its Board of Directors may redeem the whole of the Preferred
Stock or any series thereof or any part of any series thereof by lot or pro
rata, at any time or from time to time and at the prices fixed for the
redemption of such shares in accordance with the provisions of this Article
Fourth (the price so fixed for any series being herein called the
redemption price of such series). If the Corporation shall determine to
redeem by lot less than all the shares of any series of Preferred Stock,
the selection by lot of the shares of such series so to be redeemed shall
be conducted by an independent bank or trust company. From and after the
date fixed in such notice as the date of redemption, unless default shall
be made by the Corporation in providing moneys at the time and place
specified for the payment of the redemption price pursuant to such notice,
or, if the Corporation shall so elect, from and after a date, which shall
be prior to the date fixed as the date of redemption, on which the
Corporation shall provide moneys for the payment of the redemption price by
depositing the amount thereof in trust for the account of the holders of
the Preferred Stock called for redemption with a bank or trust company
doing business in the City of Cincinnati, Ohio, and having capital and
surplus of at least Fifty Million Dollars ($50,000,000), pursuant to notice
of such election included in the notice of redemption specifying the date
on which such deposit will be made, all dividends on the Preferred Stock
called for redemption shall cease to accrue and all rights of the holders
thereof as shareholders of the Corporation, except the right to receive the
redemption price upon presentation and surrender of the respective
certificates for the Preferred Stock called for redemption, shall cease and
determine. Without limiting the generality of Article Sixth hereof, the
Corporation may, from time to time, purchase the whole of the Preferred
Stock or any series thereof, or any part of any series thereof, upon the
best terms reasonably obtainable. Preferred Stock of any series redeemed or
purchased may in the discretion of the Board of Directors be reissued, at
any time or from time to time, as stock of the same or of a different
series, or may be canceled and not reissued.
Clause 5. After full dividends as aforesaid upon the Preferred
Stock of all series then outstanding shall have been paid for all past
dividend periods, and after or concurrently with making payment of or
provision for full dividends on the Preferred Stock of all series then
outstanding for the current dividend period, then and not otherwise
dividends may be declared upon the Common Stock at such rate as the Board
of Directors may determine and no holders of shares of any series of the
Preferred Stock, as such, shall be entitled to share therein.
Clause 6. If upon any dissolution, liquidation or winding up of the
Corporation or reduction of its capital stock, the assets so to be
distributed among the holders of the Preferred Stock pursuant to the
provisions of this Article Fourth or of the amendment or amendments
providing for the issue of such Preferred Stock adopted by the Board of
Directors pursuant to authority expressly vested in it by this Article
Fourth shall be insufficient to permit the payment to such holders of the
full preferential amounts aforesaid, then the entire assets of the
Corporation shall be distributed ratably among the holders of the Preferred
Stock in proportion to the full preferential amounts to which they are
respectively entitled as aforesaid. After payment to the holders of the
Preferred Stock of the full preferential amounts hereinbefore provided for,
the holders of the Preferred Stock, as such, shall have no right or claim
to any of the remaining assets of the Corporation and the remaining assets
to be distributed, if any, shall be distributed to the holders of the
Common Stock.
Clause 7. The term "accrued dividends", whenever used herein with
respect to the Preferred Stock of any series, shall be deemed to mean that
amount which would have been paid as dividends on the Preferred Stock of
such series to date had full dividends been paid thereon at the rate fixed
for such series in accordance with the provisions of this Article Fourth,
less in each case the amount of all dividends paid upon the shares of such
series and the dividends deemed to have been paid as provided in Clause 3
of this Part Two of Article Fourth.
FIFTH: This Corporation, through its Board of Directors, shall have
the right and power to purchase any of its outstanding shares at such price
and upon such terms as may be agreed upon between the Corporation and any
selling shareholder.
SIXTH: No holder of any shares of this Corporation shall have any
preemptive rights to subscribe for or to purchase any shares of this
Corporation of any class whether such shares or such class be now or
hereafter authorized or to purchase or subscribe for any security
convertible into or exchangeable for shares of any class or to which shall
be attached or appertained any warrants or rights entitling the holder
thereof to purchase or subscribe for shares of any class.
SEVENTH: The provisions of Ohio Revised Code Section 1701.831 (or
any successor provision) relating to control share acquisitions shall not
be applicable to this Corporation.
EIGHTH: The affirmative vote of shareholders entitled to exercise a
majority of the voting power of the Corporation shall be required to amend
these Articles of Incorporation, to approve mergers and to take any other
action which by law must be approved by a specified percentage of all
outstanding shares entitled to vote.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
name this 7th day of September, 1996.
Edward E. Steiner,
Incorporator
The undersigned, being the sole incorporator of PROVIDENT PREFERRED
CAPITAL CORP., hereby appoints KMK Service Corp. as its agent upon whom any
process, notice or demand required or permitted by statute to be served
upon the corporation may be served. KMK Service Corp.'s full address is
1800 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
PROVIDENT PREFERRED CAPITAL
CORP.
By:
Edward E. Steiner,
Incorporator
Cincinnati, Ohio
September 7, 1996
PROVIDENT PREFERRED CAPITAL CORP.
Gentlemen: I hereby accept appointment as agent of your corporation upon
whom process, notices or demands may be served.
KMK SERVICE CORP.
By:
Paul V. Muething,
Vice President