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EXHIBIT 3(i)
RESTATED CHARTER
OF
FIRST NATIONAL HOLDING CORPORATION
Under Section 48-304 of the General Corporation Act
Pursuant to the provisions of Section 48-304 of the Tennessee
General Corporation Act, the undersigned Corporation adopts the follow-
ing Restated Charter:
PART I.
1. NAME.
The name of the Corporation shall be: FIRST TENNESSEE NATIONAL
CORPORATION.
2. DURATION.
The duration of the Corporation is perpetual.
3. ADDRESS.
The address of the principal office of the Corporation in the
State of Tennessee shall be: 165 Madison Avenue, Memphis, Tennessee
38103.
4. PROFIT.
The Corporation is for profit.
5. PURPOSES.
The purpose or purposes for which the Corporation is organized
are, to the extent permitted by law:
(a) To subscribe for, purchase, lease or otherwise
acquire and to receive, own, hold, sell, exchange, lease,
mortgage, pledge, assign or otherwise dispose of, and
otherwise deal in and with "securities" (as such term is
herein defined) issued or created by, or other property
(real or personal) of any person, corporation, associa-
tion, firm, trust, organization or other entity whatso-
ever, including but not limited to this corporation and
any national banking association, state-chartered bank,
savings bank and trust company, wherever located or
organized and whether public, private or municipal, of
this state, or any district territory, subdivision,
municipality or department thereof, or any other state or
any district, territory, subdivision, municipality or
department thereof, or any country, nation or government,
or any district, territory, subdivision, municipality or
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department thereof; to possess and exercise any and all
rights, powers and privileges of ownership of such securi-
ties or other property, including without limitation the
right to vote on such securities; and to issue or deliver
in payment or exchange, in whole or in part, for any such
securities or other property, its own stock, bonds, notes
or other obligations, or to make payment for any such
securities or other property by any other lawful means;
and to do any and all acts and things necessary or advisable
for the preservation, protection, improvement or enhance-
ment in value of any such securities or other property.
The term "securities" as used in this Article 5 shall
mean any and all shares, stocks, bonds, debentures, notes,
mortgages, acceptances, evidences of indebtedness or
obligations, certificates of interest or participation
in any property or venture, scrip, interim receipts,
voting trust certificates, instruments or interests
commonly known as securities, and any and all certificates
of interest or participation in, or of deposit of, any
of the foregoing, or receipts for, guaranties of, or
warrants or rights to subscribe for or purchase any of the
foregoing.
(b) To promote, finance and assist, financially or
otherwise, whether by loan, guaranty, subsidy or otherwise,
any person, corporation, partnership, association, firm,
trust, organization or other entity in which the Corpora-
tion shall have any interest; to guarantee the payment of
dividends on any stock or the payment of the obligations
issued or incurred by any such person, corporation,
partnership, association, firm, trust, organization or
other entity, to issue its own stock, bonds or other
obligations in payment or exchange for any securities or
other property acquired (pursuant to a merger, consolida-
tion or otherwise) by any such person, corporation,
partnership, association, firm, trust, organization or
other entity; and to do any and all other acts and things
for the enhancement, protection or preservation of any
securities which are in any manner, directly or indirectly,
owned, held or guaranteed by the Corporation.
(c) To render assistance, service, counsel and advice
to, and to act as representative in any capacity (whether
managing, operating, financial, purchasing, selling,
advertising or otherwise) of any person, corporation,
partnership, association, firm, trust, organization or
other entity, including without limitation those in which
the Corporation shall have any interest.
(d) To acquire by purchase, lease, exchange or
otherwise, to own, hold, use, manage, develop, improve
and to sell, lease, mortgage, exchange and otherwise deal
in, real estate and any interest or right therein and
personal property of every class and description, either
for its own account on for the account of others, to erect,
construct, rebuild, repair, manage and control, lease,
buy and sell, any and all kinds of and interest in real
estate and personal property; and to engage generally in
the business of operating and leasing real estate and
personal property of every character and description.
(e) To buy, sell, produce, manufacture and dispose
of all kinds of goods, documents, instruments, general
intangibles, chattel paper, accounts, contract rights,
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wares, foods, potables, merchandise, manufactures,
commodities, furniture, machinery, tools, supplies and
products of any kind, character or description whatsoever,
and generally to engage in any mercantile, manufacturing
or commercial business of any kind or character whatsoever
throughout the world, and to do all things incidental to
any such business or businesses.
(f) To enter into any lawful arrangements for sharing
profits, union of interest, reciprocal concession or
cooperation, with any corporation, association, partner-
ship, syndicate, entity, person or governmental, municipal
or public authority, domestic or foreign in the carrying
on of any business which the Corporation is authorized to
carry on or any business or transaction deemed necessary,
convenient or incidental to carrying out any of the purposes
of the Corporation.
(g) To issue bonds, debentures, convertible deben-
tures, notes, commercial paper, or other obligations of
this Corporation, from time to time for any of the
objects or purposes of the Corporation and to secure
the same by mortgage, pledge, deed of trust or otherwise.
(h) To guarantee obligations of any other entity
and to secure such guaranties by mortgage, pledge or
otherwise by vote of a majority of the entire Board of
Directors.
(i) To indemnify the officers and directors during
their term of office or thereafter for actions arising
during their term of office, either directly or through
the purchase of insurance, for expenditures as parties
to suits by or in the right of the Corporation or other
than by or in the right of the Corporation to the extent
permitted by the statutes of Tennessee.
(j) Without in any way limiting any of the objects
or purposes or powers, whether primary or secondary of
the Corporation, it is hereby expressly declared and
provided that the Corporation shall have power to do all
acts or things necessary, incidental or convenient to
do, or calculated, directly or indirectly, to promote
the interest of the Corporation, or enhance the value or
render profitable any of its property or rights; and in
carrying on its business or businesses, or for the
purpose of obtaining or furthering any of its objects,
to do any and all things and exercise any and all powers,
rights and privileges which a corporation for profit may
now or hereafter be permitted to do or to exercise under
the laws of the State of Tennessee; and to do any and
all of the acts and things herein set forth to the sane
extent as natural persons could do, and in any part of
the world, as principal, factor, agent, contractor,
trustee or otherwise, either alone or in syndicates, or
otherwise in conjunction with any person, entity, syndi-
cate, partnership, association or corporation, governmen-
tal or public bodies or authorities of any kind, domestic
or foreign; to establish and maintain offices and agencies
and to exercise all or any of its corporate powers and
rights throughout the world.
(k) To engage, in addition to the foregoing, in
any lawful act or activity for which corporations may be
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organized under the Tennessee General Corporation Act.
(1) It is the intention that the objects, purposes
and powers specified in the fifth paragraph hereof shall,
except where otherwise specified in said paragraph, be no-
wise limited or restricted by reference to or inference from
the terms of any other clause or paragraph in this Charter,
but that the objects, purposes and powers specified in the
fifth paragraph and in each of the clauses or paragraphs of
this Charter shall be regarded as independent objects,
purposes and powers.
The foregoing clauses shall be construed both as purposes and
powers, and it is hereby expressly provided that the foregoing enumera-
tion of specific powers shall not be held to limit or restrict in any
manner the powers of this Corporation.
6. SHARES.
The maximum number of shares which the Corporation shall have
authority to issue is as follows:
(a) Five Million (5,000,000) shares of common stock of a par
value of $5.00 each;
(b) Five Hundred Thousand (500,000) shares of preferred stock,
having no par value.
7. COMMENCEMENT OF BUSINESS.
The Corporation will not commence business until consideration
of One Thousand Dollars ($1,000.00) has been received for the issuance
of shares.
8. PREEMPTIVE RIGHTS.
No shareholder of the Corporation shall because of his
ownership of stock have a preemptive or other right to purchase, subscribe for
or take any part of any stock or any part of the notes, debentures, bonds
or other securities convertible into or carrying options or warrants
to purchase stock of the Corporation issued, optioned or sold by it
after its incorporation. Any part of the capital stock and any part
of the notes, debentures, bonds or other securities convertible into
or carrying options or warrants to purchase stock of the Corporation
authorized by this Restated Charter or by any amendment duly filed,
may at any time be issued, optioned for sale and sold or disposed of
by the Corporation pursuant to a resolution of its Board of Directors
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to such persons and upon such terms as may to such Board seem proper
without first offering such stock or securities or any part thereof
to existing shareholders.
9. COMMON STOCK.
The entire voting power of the Corporation shall be vested
in the common stock, provided, however, that the Board of Directors
is authorized by this Charter to issue, from time to time, serial
preferred stock of the Corporation in one or more series each of which
constitutes a separate class, and prior to issuance to fix and determine
the distinguishing characteristics and rights, privileges and immunities
of each such series. Such characteristics and rights, privileges and
immunities may include, but are not limited to, the voting rights of
such serial preferred stock and such voting rights of such serial
preferred stock may, if so determined by the Board of Directors prior
to the issuance of such serial preferred stock, give to the holders
of such serial preferred stock voting rights equal to those of the
holders of the common stock.
10. SERIAL PREFERRED STOCK.
The shares of any preferred class may be divided into and issued
in series. If the shares of any such class are to be issued in series,
then each series shall be so designated to distinguish the series
thereof from all the shares of all other series and classes. All
shares of the same series shall be identical. Any or all of the
series of any class may vary in the relative rights and preferences
as between the different series to the extent permitted by the statutes
of Tennessee. The Board of Directors shall have the authority to
divide any or all such classes into series and, within the limitation
of the statutes of the State of Tennessee and particularly Sections
48-502 and 48-503, fix and determine the relative rights and preferences
of the shares of any series so established.
The Board of Directors is authorized to issue the preferred
stock, without par value, in one or more series, from time to time
with such voting powers, full or limited, but not to exceed one vote
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per share or without voting powers, and with such designations,
preferences and relative participating, optional or other special
rights and qualifications, limitations and restrictions thereof, as
may be provided in a resolution or resolutions adopted by the Board of
Directors. The authority of the Board of Directors shall include,
but not be limited to, the determination or fixing of the following
with respect to shares of such class or any series thereof: (1)
the number of shares and designation; (2) the dividend rate and
whether dividends are to be cumulative; (3) whether shares are to be
redeemable and, if so, the terms and amount of any sinking fund for
the purchase or redemption of such shares; (4) whether shares shall
be convertible and, if so, the terms and provisions applying; (5)
what voting rights are to apply, if any, not to exceed one vote per
share; and (6) what restrictions are to apply, if any, on the issue
or re-issue of any additional preferred stock.
11. ADDITIONAL POWERS.
(a) The Corporation shall have the right to purchase, take,
receive or otherwise acquire, hold, own, pledge, transfer or otherwise
dispose of its own shares; but purchases of its own shares, whether
direct or indirect, shall be made only to the extent of unreserved
and unrestricted earned or capital surplus available therefor.
(b) Other provisions: Management. The Corporation shall be
managed by the Board of Directors, which shall exercise all powers
conferred under the laws of the State of Tennessee including without
limitation the power:
(1) To hold meetings, to have one or more offices,
and to keep the books of the corporation, except as other-
wise expressly provided by law, at such places, whether
within or without the State of Tennessee, as may from
time to time be designated by the Board.
(2) To make, alter and repeal bylaws of the cor-
poration, subject to the reserved power of the share-
holders to make, alter and repeal bylaws.
(3) To approve the issuance or sale of any of its
authorized but unissued shares of any class, bonds or
other securities and rights or options entitling the
holders thereof to purchase from the corporation shares
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of any class or classes to approve the purchase or other
acquisition of or the reissuance, sale or other disposi-
tion of treasury shares; to fix the consideration to be
received for such shares of any class, bonds or other
securities, rights or options and to cause to be issued
any such shares of any class, bonds or other securities,
rights or options.
(4) To use or apply any funds of the corporation
lawfully available therefor for the purchase or acquisi-
tion of shares of the capital stock or bonds or other
securities of the corporation, in the market or otherwise,
at such price as may be fixed by the Board, and to such
extent and in such manner and for such purposes and upon
such terms as the Board may deem expedient and as may be
permitted by law, and to sell, exchange, transfer, re-
issue or cancel such shares of the capital stock of the
corporation upon such terms and for such consideration
as it may deem proper.
(5) To determine whether and to what extent and at
what times and places and under what conditions and regu-
lations the accounts and books of the corporation, or
any of them, shall be open to the inspection of the share-
holders, and no shareholder shall have any right to
inspect any account, record, book or document of the
corporation, except as conferred by the laws of the State
of Tennessee or as authorized by the Board.
(6) To remove any director for cause as defined
by the laws of the State of Tennessee by a vote of a
majority of the entire Board of Directors.
(7) To fill any newly created directorships.
resulting from an increase in the number of directors
and any vacancies occurring in the Board for any reason,
(including removal of directors without cause by the
shareholders or for cause by the Board of Directors or the
shareholders.)
(8) To designate an executive committee consisting
of three or more directors and such other committees
consisting of three or more directors and to delegate to
such executive committee or other committees all such
authority of the Board that it deems desirable within the
limits prescribed by the statutes of the State of Tennessee.
(9) To designate the officer or officers of the
corporation who shall vote the shares of capital stock
held by the corporation in other corporations and to
authorize the execution of any proxy that may be necessary
in connection therewith.
PART II.
1. The date of filing of the original Charter by the Secretary
of State was September 23, 1968.
2. The Restated Charter restates the text of the Charter, as
previously amended and restated, and further amends or changes the
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Charter as specified below. The Restated Charter was duly authorized
at a meeting of the shareholders on October 26, 1971:
PART I:
(a) Paragraph 1 hereby deleted in its entirety and
Article 1 of Part I is substituted therefor;
(b) Paragraph 3 is hereby deleted in its entirety
and Article 3 of Part I is substituted therefor;
(c) Paragraph 5 is hereby deleted in its entirety and
Article 5 of Part I is substituted therefor;
(d) Paragraph 6 is hereby deleted in its entirety
and Article 6 of Part I is substituted therefor;
(e) Paragraph 8 is hereby deleted in its entirety
and there are added to the Charter the following Articles
of Part 1:
Article 8, which restates but does not change
the provisions on preemptive rights;
Article 9;
Article 10;
Article 11.
DATED October 26, 1971.
FIRST NATIONAL HOLDING CORPORATION
By: /s/ Lee Welch
Secretary
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ARTICLES OF AMENDMENT TO THE
CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-303 of the
Tennessee General Corporation Act, the undersigned Corporation
adopts the following articles of amendment to its Charter:
1. The name of the corporation is First Tennessee
National Corporation.
2. The amendment adopted is:
Article VI is hereby amended to read as
follows:
6. SHARES.
The maximum number of shares which
the Corporation shall have authority
to issue is as follows:
(a) Fifteen million (15,000,000) shares
of common stock of a par value of
$2.50 each;
(b) Five hundred thousand (500,000)
shares of preferred stock, having
no par value.
3. The amendment was duly adopted at a meeting of
the shareholders on April 17, 1973.
4. The increase in authorized shares provides
sufficient shares for issuance in connection
with a two for one stock split approved by
the shareholders on April 17, 1973.
The authorized common shares with a par value
of $5.00 a share are hereby changed to common
shares with a par value of $2.50 a share. The
aggregate amount of the stated capital of the
Corporation which shall be represented by the
common shares of the par value of $2.50 a share
that shall be issued and outstanding upon the
taking effect of the stock split, shall be the
same as the aggregate amount of the stated
capital of the Corporation which shall be
represented by the common shares of the
par value of $5.00 a share that shall be
issued as outstanding immediately prior
to the taking effect of the stock split.
5. The amendment is to be effective April 27, 1973.
DATE: April 17, 1973 FIRST TENNESSEE NATIONAL CORPORATION
BY: /s/ Lee Welch
Lee Welch, Secretary
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ARTICLES OF AMENDMENT TO
THE CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-303 of the Tennessee
General Corporation Act, the undersigned Corporation adopts the follow-
ing Articles of Amendment to its Charter:
1. The name of the Corporation is First Tennessee National
Corporation.
2. The Amendment is that Section 11(b) (8) be amended to read as
follows and Section 11(b) (10) be adopted to read as follows:
"(8) To designate an Executive Committee consisting of two
or more directors and such other committees consisting of
two or more persons, who may or may not be directors, and
to delegate to such Executive Committee and other committees
all such authority of the Board that it deems desirable within
the limits prescribed by the statutes of the State of Tennessee."
"(10) To take any action required or permitted of the Board
without a meeting on written consent, setting forth the action
so taken, signed by all directors entitled to vote thereon."
3. The Amendment was duly adopted at a meeting of the shareholders
on April 15, 1980.
4. The Amendment shall be effective when filed by the Secretary of
State.
Date: April 15, 1980 First Tennessee National Corporation
By: /s/ Harry A. Johnson, III
Harry A. Johnson, III,
Assistant Secretary
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ARTICLES OF AMENDMENT
TO CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-1-303 of the Tennessee
General Corporation Act, the undersigned corporation adopts the
following Articles of Amendment to its Charter:
1. The name of the corporation is First Tennessee National
Corporation.
2. The amendment adopted is as follows:
Delete Article 6 of the Charter in its entirety and
substitute therefor the following:
6. SHARES.
The maximum number of shares which the Corporation
shall have authority to issue is as follows:
(a) Twenty-five million (25,000,000)
shares of common stock of a par
value of $2.50 each; and
(b) Five hundred thousand (500,000)
shares of preferred stock having no
par value.
3. The amendment was duly adopted at a meeting of the shareholders
on April 16, 1985.
4. The amendment is to be effective when filed by the Secretary of
State.
FIRST TENNESSEE NATIONAL CORPORATION
/s/ Lenore S. Halle
By: Lenore S. Halle, Secretary
Date: April 16, 1985
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ARTICLES OF AMENDMENT
TO CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-1-303 of the
Tennessee General Corporation Act, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
1. The name of the corporation is First Tennessee National
Corporation.
2. The amendments adopted are as follows:
(1) Section (a) of Article 6 of the Company's Charter is
amended to read as follows:
"(a) Fifty million (50,000,000) shares of common
stock of a par value of $2.50 each; and".
(2) Section (b) of Article 6 of the Company's Charter is
amended to read as follows:
"(b) Five million (5,000,000) shares of preferred
stock, having no par value."
(3) Article 9 of the Company's Charter is amended to read
in its entirety as follows:
"9. COMMON STOCK.
The entire voting power of the Corporation shall be
vested in the common stock; provided, however, that
the Board of Directors is authorized by this Charter
to issue, from time to time, serial preferred stock of
the Corporation in one or more series each of which
constitutes a separate class, and prior to issuance to
fix and determine the distinguishing characteristics
and rights, privileges and immunities of each such
series. Such characteristics and rights, privileges
and immunities may include, but are not limited to,
the voting rights of such serial preferred stock, and
such voting rights of such serial preferred stock may,
if so determined by the Board of Directors prior to
the issuance of such serial preferred stock, give to
the holders of such serial preferred stock voting
rights equal to, greater than or less than those of
the holders of common stock."
(4) The second paragraph of Article 10 of the Company's
Charter is amended to read as follows:
"The Board of Directors is authorized to issue the
preferred stock, without par value, in one or more
series, from time to time, with such voting powers,
full or limited, or without voting powers, and with
such designations, preferences and relative partici-
pating, optional or other special rights and quali-
fications, limitations and restrictions thereof, as
may be provided in a resolution or resolutions adopted
by the Board of Directors. The authority of the Board
of Directors shall include, but not be limited to, the
determination or fixing of the following with respect
to shares of such class or any series thereof: (1)
the number of shares and designation; (2) the dividend
rate and whether dividends are to be cumulative; (3)
whether shares are to be redeemable and, if so, the
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terms and amount of any sinking fund for the purchase
or redemption of such shares; (4) whether shares shall
be convertible and, if so, the terms and provisions
applying; (5) what voting rights are to apply, if any;
and (6) what restrictions are to apply, if any, on the
issue or re-issue of any additional preferred stock."
(5) A new Article 12 of the Company's Charter is hereby
adopted as follows:
"12. NUMBER, ELECTION AND TERMS OF DIRECTORS.
(a) The number of directors of the Corporation which
shall constitute the entire Board of Directors shall
be fixed from time to time in the Bylaws of the Corpo-
ration. Any such determination shall continue in
effect unless and until changed, but no such changes
shall affect the term of any director then in office.
Upon the adoption of this Article 12, the directors
shall be divided into three classes (I, II and III),
as nearly equal in number as possible. The initial
term of office for members of Class I shall expire at
the annual meeting of stockholders in 1988; the
initial term of office for members of Class II shall
expire at the annual meeting of shareholders in 1989;
and the initial term of office for members of Class
III shall expire at the annual meeting of shareholders
in 1990. At each annual meeting of shareholders
following such initial classification and election,
directors elected to succeed those directors whose
terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of
shareholders after their election, and shall continue
to hold office until their respective successors are
duly elected and qualified. In the event of any
increase in the number of directors of the Corpora-
tion, the additional directors shall be so classified
that all classes of directors have as nearly equal
numbers of directors as may be possible. In the event
of any decrease in the number of directors of the
Corporation, all classes of directors shall be
decreased equally as nearly as may be possible.
(b) Newly created directorships resulting from any
increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from
death, resignation, retirement, disqualification or
any other cause (except removal from office) shall be
filled only by the Board of Directors, provided that a
quorum is then in office and present, or only by a
majority of the directors then in office, if less than
a quorum is then in office, or by the sole remaining
director. Any vacancies on the Board of Directors
resulting from removal from office may be filled by
the affirmative vote of the holders of at least a
majority of the voting power of all outstanding voting
stock or, if the shareholders do not so fill such a
vacancy, by a majority of the directors then in office.
Directors elected to fill a newly created directorship
or other vacancy shall hold office for the remainder
of the full term of the class of directors in which
the new directorship was created or the vacancy
occurred and until such director's successor has been
duly elected and qualified. The directors of any
class of directors of the Corporation may be removed
by the shareholders only for cause by the affirmative
vote of the holders of at least a majority of the
voting power of all outstanding voting stock.
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(c) The Bylaws or any Bylaw of the Corporation may be adopted,
amended or repealed only by the affirmative vote of not less
than a majority of the directors then in office at any regular or
special meeting of directors or by the affirmative vote of the holders
of at least eighty percent (80%) of the voting power of all
outstanding voting stock at any annual meeting or any special meeting
called for that purpose. Any provision of the Charter which is
inconsistent with any provision of the Bylaws of the Corporation may
be adopted only by the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of all outstanding voting
stock at any annual meeting or any special meeting called for that
purpose.
(d) Notwithstanding any other provisions of this
Charter or the Bylaws of the Corporation (and notwithstanding
the fact that a lesser percentage or separate class vote may be
specified by law, this Charter, the Bylaws of the Corporation or
otherwise), the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all outstanding voting stock
shall be required to adopt any provisions inconsistent with, or to
amend or repeal, this Article 12.
(e) Notwithstanding the foregoing, whenever the
holders of any one or more classes or series of preferred stock
issued by the Corporation shall have the right, voting separately by
class or by series, to elect directors at an annual or special meeting
of shareholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of this Charter applicable thereto, and such directors so
elected shall not be divided into classes pursuant to this Article 12
unless expressly provided by such terms."
3. The amendments were duly adopted at a meeting of the shareholders on April
21, 1987.
4. The amendments are to be effective when filed by the Secretary of State.
FIRST TENNESSEE NATIONAL CORPORATION
By: /s/ Lenore S. Halle
Lenore S. Halle, Secretary
Date: April 21, 1987
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ARTICLES OF AMENDMENT TO
CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the
Tennessee Business Corporation Act, the undersigned corporation
adopts the following Articles of Amendment to its Charter:
1. The name of the corporation is First Tennessee National
Corporation.
2. The amendment adopted is as follows:
A new Article 13 of the Company's Charter is hereby
adopted as follows:
"13. DIRECTOR LIABILITY.
No director shall be personally liable to the
Corporation or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Corporation or its shareholders, (ii)
for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation
of law, or (iii) under Section 48-18-304, or any
successor provision thereto, of the Tennessee Business
Corporation Act."
3. The amendment was duly adopted at a meeting of the
shareholders on April 19, 1988.
4. The amendment shall be effective when filed by the
Secretary of State.
First Tennessee National Corporation
By: /s/ Lenore S. Halle, Secretary
Lenore S. Halle, Secretary
DATE: April 19, 1988
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EXHIBIT 3(i)
ARTICLES OF AMENDMENT TO
CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendment to its Charter:
1. The name of the corporation is First Tennessee National
Corporation.
2. The amendment adopted is as follows:
Section (a) of Article 6 of the Company's Charter is amended
to read as follows:
"(a) One Hundred Million (100,000,000) shares of common
stock of a par value of $2.50 each; and".
3. The amendment was duly adopted at a meeting of the
shareholders on April 19, 1994.
4. The amendment shall be effective when filed by the Secretary
of State.
First Tennessee National Corporation
By: Lenore S. Creson
---------------------------
Lenore S. Creson, Secretary
DATE: April 19, 1994.
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ARTICLES OF AMENDMENT TO
CHARTER OF
FIRST TENNESSEE NATIONAL CORPORATION
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
Articles of Amendments to its Restarted Charter:
1. The name of the corporation is First Tennessee National
Corporation.
2. The amendment adopted is as follows:
Section (a) of Article 6 of the Company's Restated Charter is
amended to read as follows:
"(a) Two hundred million (200,000,000) shares of common
stock of a par value of $1.25 each; and".
3. The amendment was duly adopted by the Board of Directors on
January 16, 1996, without shareholder action, no such
shareholder action being required.
4. The amendment shall become effective on February 16, 1996.
First Tennessee National Corporation
By: Lenore S. Creson
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Lenore S. Creson, Secretary
DATE: January 16, 1996.