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Exhibit 3(b)
AMENDED AND RESTATED
CODE OF REGULATIONS
OF
FIRSTMERIT CORPORATION
As of April 8, 1998
ARTICLE I
SHAREHOLDER
SECTION 1 - ANNUAL MEETING. The Annual Meeting of the shareholders of
the Corporation for the election of directors and for the transaction of such
other business as may properly come before the meeting, shall be held at the
principal office of the Corporation, or at such other place as may be designated
by the Board of Directors and specified in the notice of such meeting within or
without the State of Ohio, at such time as the Board of Directors may determine,
on the second Wednesday of each April, if not a legal holiday; and, if a legal
holiday, then on the next succeeding business day or on such other date as the
Board of Directors shall determine.
SECTION 2 - SPECIAL MEETINGS. Special meetings of the shareholders of
the Corporation may be held on any business day, when called by the President,
or by the Board acting at a meeting, or by a majority of the directors acting
without a meeting, or by persons who hold not less than fifty percent (50%) of
all shares outstanding and entitled to vote thereat. Upon request in writing,
delivered either in person or by registered mail to the President, or the
Secretary, by any persons entitled to call a meeting of shareholders, which
request shall state the objects for which the meeting is to be called, and the
business considered and transacted at any such meeting called at the request of
shareholders shall be confined to the objects stated in such request, such
officer shall forthwith cause to be given to the shareholders entitled thereto
notice of a meeting to be held on a date not less than seven (7) or more than
sixty (60) days after the receipt of such request, as such officer may fix. If
such notice is not given within fifteen (15) days after the delivery or mailing
of such request, the persons calling the meeting may fix the time of the meeting
and give notice thereof in the manner provided by law or provided by these
Regulations, or cause such notice to be given by any designated representative.
SECTION 3 - NOTICE OF MEETINGS. Not less than seven (7) nor more than
sixty (60) days before the date fixed for a meeting of shareholders, written
notice stating the time, place and purposes of such meeting shall be given by or
at the direction of the Secretary or an Assistant Secretary, or any other person
or persons required or permitted by these Regulations to give such notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as of the day preceding the
day on which notice is given or, if a record date there for is duly fixed, of
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
Corporation. Notice of the time, place and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholders, which writing shall be filed with or entered
upon the records of the meeting. Attendance of any shareholder at a
shareholders' meeting without protesting prior to or at the commencement of the
meeting, the lack of notice, shall be deemed a waiver by him of notice of such
meeting.
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SECTION 4 - QUORUM; ADJOURNMENT. Except as may be otherwise provided by
law or by the Articles of Incorporation, at any meeting of the shareholders, the
holders of the shares entitling them to exercise a majority of the voting power
of the Corporation present in person or by proxy shall constitute a quorum for
such meeting; provided, however, that no action required by law, the Articles,
or these Regulations to be authorized or taken by a designated proportion of the
shares of the Corporation may be authorized or taken by a lesser proportion;
and, provided further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum Is Present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time and place which is adjourned are fixed
and announced at such meeting.
SECTION 5 - PROXIES. Any shareholder entitled to vote at a meeting of
the shareholders may vote in person or may be represented and vote by proxy
appointed by an instrument in writing, signed by the shareholder or by his duly
authorized agent.
SECTION 6 - APPROVAL AND RATIFICATION OF ACTS OF OFFICERS AND BOARD.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act, or transaction, prospective or past, of the Corporation, or of
the Board, or of the officers may be approved or ratified by the affirmative
vote at a meeting of the shareholders, or by written consent, with or without a
meeting of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation, and such approval or ratification shall be as
valid and binding as though affirmatively voted for or consented to by every
shareholder of the Corporation.
ARTICLE II
SHARES
SECTION 1 - FORM OF CERTIFICATES AND SIGNATURES. Each holder of shares
is entitled to one or more certificates, signed by the President or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer of the
Corporation, which shall certify the number and class of shares held by him in
the corporation, but no certificate for shares shall be executed- or delivered
until such shares are fully paid. When such a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate so countersigned ceases to be such officer before the
certificate is delivered, such certificate nevertheless shall be effective in
all respects when delivered.
SECTION 2 - TRANSFER OF SHARES. Shares of the Corporation shall be
transferable upon the books of the Corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment and
power of transfer as the Corporation or its agents may reasonably require.
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SECTION 3 - LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate for shares in place of any certificate theretofore
issued by it and alleged to have been lost, stolen or destroyed, and the Board
may, in its discretion, require the owner, or his legal representatives, to give
the Corporation a bond containing such terms as the Board may require to protect
the Corporation or any person injured by the execution and delivery of a new
certificate.
SECTION 4 - TRANSFER AGENTS AND REGISTRARS. The Board may appoint, or
revoke the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board shall have authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates for shares of the Corporation.
SECTION 5 - CLOSING THE TRANSFER BOOKS. For any lawful purposes,
including without limitation, the determination of the shareholders who are
entitled to:
(a) Receive notice of or to vote at a meeting of shareholders;
(b) Receive payment of any dividend or distribution;
(c) Receive or exercise rights of purchase of or subscription
for, or exchange or conversion of, shares or other securities, subject
to contract rights with respect thereto; or
(d) Participate in the execution of written consents, waivers
or releases,
the Board may fix a record date which shall not be a date earlier than the date
on which the record date is fixed and, in the cases provided for in clauses (a),
(b) and (c) above, shall not be more than sixty (60) days preceding the date of
the meeting of shareholders or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitations set forth in this Article, fix
another date; and, in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a meeting newly called. The Board may close the share
transfer books against transfers of shares during the whole or any part of the
period provided for in this Article, including the date of the meeting of
shareholders and the period ending with the date, if any, to which adjourned.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1 - AUTHORITY. Except where the law, the Articles of
Incorporation, or these
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Regulations require action to be authorized or taken by the shareholders, all of
the authority of the Corporation shall be exercised by the directors.
SECTION 2 - NUMBER OF; QUALIFICATIONS; NOMINATIONS. The Board of
Directors of the Corporation shall consist of such number of directors as may be
determined from time to time by resolution adopted by the shareholders at a
meeting called for the purpose of electing directors, but in no event shall the
number of directors exceed twenty-four (24). No reduction in the number of the
directors shall of itself have the effect of shortening the term of an incumbent
director. A director need not be a shareholder of the Corporation.
Nominations for the election of directors may be made by the Board of
Directors or by any shareholder entitled to vote in the election of directors.
However, any shareholder entitled to vote in the election of directors at a
meeting may nominate a director only if written notice of such shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (a) with respect to an election to be held at an
Annual Meeting of Shareholders, ninety (90) days in advance of the date
established by the Code of Regulations for the holding of such meeting, and (b)
with respect to an election to be held at a Special Meeting of Shareholders for
the election of directors, the close of business on the seventh (7th) day
following the date on which notice of such meeting is first given to
shareholders. Each such notice shall set forth (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated, (b) a representation that the shareholder is a holder of record of
shares of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice, (c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the shareholder, (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board of Directors, and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
The Board of Directors shall be divided into three classes as nearly
equal in number as possible, with the term of office of one class expiring each
year; and at the Annual Meeting of Shareholders in 1988, directors of the first
class shall be elected to hold office for a term expiring at the next succeeding
Annual Meeting; directors of the second class shall be elected to hold office
for a term expiring at the second succeeding Annual Meeting; and directors of
the third class shall be elected to hold office for a term expiring at the third
succeeding Annual Meeting. Thereafter, at each Annual Meeting of shareholders,
the successors to the class of directors whose term shall then expire, shall be
elected to hold office until the third succeeding Annual Meeting after such
election and until their successors are elected and qualified. When the number
of directors is changed the newly
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established directorships shall be apportioned among the classes so as to make
all classes as nearly equal in number as possible.
SECTION 3 - ELECTION OF DIRECTORS; VACANCIES. The directors shall be
elected at each Annual Meeting of Shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders at which the
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors, and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies of the Board, however caused, the remaining directors, though less
than a majority of the whole authorized number of directors, may, by the vote of
a majority of their number, fill any such vacancy for the unexpired term.
SECTION 4 - TERM OF OFFICE; RESIGNATIONS; REMOVAL. Directors shall hold
office until the Annual Meeting of Shareholders at which their term expires and
until their successors are elected, or until their earlier resignation, removal
from office, or death. No director may be removed during the term of office for
which he was elected, by shareholders or otherwise, except for good cause, and
if removed by shareholders for good cause, only by a vote of two-thirds (2/3) of
the shares of capital stock outstanding entitled to vote for directors
generally. Any director may resign at any time by oral statement to that effect
made at a meeting of the Board or in writing to that effect delivered to the
Secretary, such resignation to take effect immediately or at such other time as
the director may specify.
SECTION 5 - MEETINGS. Immediately after each Annual Meeting of the
Shareholders, the newly elected directors shall hold an organizational meeting
at the place where such Annual Meeting was held, for the purpose of electing
officers and transacting any other business. Other meetings of the Board may be
held at any time within or without the State of Ohio in accordance with these
Regulations, resolutions or other act by the Board. The Secretary shall give
written notice of the time and place of all meetings of the Board of Directors,
other than the organizational meetings, to each member of the Board at least
three (3) days before the meeting. Written notice of meetings of the Board of
Directors may be waived in writing by any director. The presence of a director
at a meeting of the Board of Directors without protesting, prior to or at the
commencement of the meeting, a lack of proper notice shall be deemed a waiver by
him of notice of such meeting.
SECTION 6 - QUORUM; ADJOURNMENT. A quorum of the Board shall consist of
a majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time. If any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
of those present except as in these Regulations otherwise expressly provided.
SECTION 7 - APPOINTMENT OF COMMITTEES. The Board of Directors may
appoint such
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committees, in addition to the Executive Committee, as it may consider proper,
and such committees shall exercise such powers and duties as the Board from time
to time may prescribe.
SECTION 8 - CONTRACTS. Inasmuch as it is in the best interest of the
Corporation to attract as directors men of large and diversified business
interests, some of whom are likely to be connected with other corporations with
which, from time to time, the Corporation must have business dealings, no
contract or other transaction between the Corporation, any other person,
corporation or legal entity shall be affected by the fact that directors of the
Corporation are partners in, officers or directors of, or otherwise interested
in any such other person, corporation or legal entity, provided such contract or
transaction shall be approved or ratified by the affirmative vote of a majority
of the members of the Board of Directors not so interested
SECTION 9 - BYLAWS. The Board may adopt bylaws for its own government,
not inconsistent with the Articles of Incorporation or these Regulations.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1 - MEMBERSHIP; APPOINTMENT. The Board may appoint not less
than eight (8) directors, one of whom shall be the President, who together shall
constitute the Executive Committee. The directors may appoint one or more
directors as alternative members of the Committee, who may take the place of any
absent member or members at any meeting of the Committee. Vacancies in the
Executive Committee may be filled at any meeting of the Board.
SECTION 2 - POWERS; DUTIES. The Executive Committee shall advise with
and aid the officers of the Corporation in all matters concerning its interests
and the management of its business. When the Board is not in session, the
Executive Committee shall have and may exercise all the powers of the Board, so
far as such may be delegated legally, with reference to the conduct of the
business of the Corporation, except that the Executive Committee shall not take
any action to amend the Articles of Incorporation or the Regulations, to elect
directors to fill vacancies of the Board, to fix the compensation of directors
for services in any capacity, to fill vacancies on the Executive Committee or
change its membership, to elect or remove officers of the Corporation, or to
declare dividends.
SECTION 3 - MEETINGS. Regular meetings of the Executive Committee may
be held without call or notice at such times and places as the Executive
Committee from time to time may fix. Other meetings of the Executive Committee
may be called by any member thereof, either by oral, telegraphic or written
notice, not later than the day prior to the date set for such meeting. Such
notice shall state the time and place of the meeting and, if by telegraph or in
writing, shall be addressed to each member at his address as shown by the
records of the Secretary. Upon request by any member, the Secretary shall give
the required notice calling the meeting. Written notice of meetings of the
Executive Committee may be waived in writing by any member thereof. The presence
of a member thereof at a meeting of the Executive Committee without protesting
prior to or at the commencement
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of said meeting the lack of proper notice, shall be deemed a waiver by him of
notice of such meeting.
SECTION 4 - QUORUM. At any meeting of the Executive Committee, five (5)
members shall constitute a quorum. Any action of the Executive Committee to be
effective must be authorized by the affirmative vote of a majority of the
members thereof present.
SECTION 5 - RECORD OF MEETINGS. The Executive Committee shall appoint
its Secretary, who shall keep the minutes of the meetings of the Executive
Committee and cause them to be recorded in a book kept at his office for that
purpose. These minutes shall be presented to the Board from time to time for
their information.
ARTICLE V
OFFICERS
SECTION 1 - CHAIRMAN OF THE BOARD; CHAIRMAN AND CHIEF EXECUTIVE
OFFICER. If the Board of Directors determines that one of its members should be
Chairman of the Board and elects one of its members to that office, he shall
preside at all meetings of the Board of Directors and perform such other duties
as shall be assigned to him from time to time by the Board of Directors. The
Board of Directors may also, in its discretion, designate such Chairman as
"Chairman and Chief Executive Officer" of the Corporation, in which event he
shall preside at meetings of shareholders as well as the Board of Directors and,
subject to the direction and under the supervision of the Board of Directors or
Executive Committee, shall have general charge of the business affairs and
property of the Corporation, and control over its officers, agents and
employees.
SECTION 2 - ELECTION AND DESIGNATION OF OFFICERS. The Executive
Officers of the Corporation shall be a Chairman and Chief Executive Officer (if
the Board of Directors, in its discretion, determines to make such appointment),
a President, one or more Vice Presidents, a Secretary, and a Treasurer, all of
whom shall be elected by the Board at its Annual Meeting. There may also be one
or more Assistant Secretaries and Assistant Treasurers, as may from time to time
be elected by the Board. The President shall be a director, but no one of the
other officers need be a director. Any two (2) or more of such offices may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required to be
executed, acknowledged or verified by two (2) or more officers.
SECTION 3 - TERM OF OFFICE; VACANCIES. The officers of the Corporation
shall hold office until the next organizational meeting of the Board and until
their successors are elected, except in case of resignation, death or removal.
The Board, without prejudice to the contract rights of such officer, may remove
any officer at any time, with or without cause, by a majority vote. The Board
may fill any vacancy in any office occurring from whatever reason, may delegate
to one (1) or more officers any of the duties of any officer or officers and
prescribe the duties of any officer.
SECTION 4 - PRESIDENT; DUTIES. Unless the Board has designated a
Chairman of the Board of
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Directors, the President shall preside at all meetings of the Board. Unless the
Board has designated a Chairman and Chief Executive Officer, or if the Chairman
and Chief Executive Officer is absent or disabled, or if circumstances prevent
the Chairman and Chief Executive Officer from acting, the President shall
preside at meetings of shareholders and shall be the Chief Executive Officer of
the Corporation and, subject to the direction and control and under the
supervision of the Board of Directors and Executive Committee, shall have
general charge of the business affairs and property of the Corporation and
control over its officers, agents and employees. He shall (subject to the
direction of the Chairman and Chief Executive Officer, if such be designated),
in general, perform all duties and have all powers incident to the office of
President and shall perform such other duties and have such other powers as from
time to time may be assigned to him by these Regulations or by the Board of
Directors.
SECTION 5 - VICE PRESIDENT; DUTIES. Each Vice President shall have the
powers and duties incident to that office and shall have such other duties as
may be prescribed from time to time by the Board of Directors or by the
President. In case of the absence or disability of the President, or when
circumstances prevent the President from acting, the Vice Presidents of the
Corporation shall perform all the duties and possess all the authority of the
President and shall have priority in the performance of such duties and exercise
of such authority in the order of their first election to office. Each Vice
President may sign and execute on behalf and in the name of the Corporation,
bonds, contracts, instruments and documents authorized by the Board.
SECTION 6 - SECRETARY; DUTIES. The Secretary shall attend all meetings
of the shareholders and of the Board and act as Secretary thereof, and shall
keep the minutes thereof in books of the Corporation provided for that purpose
and, when required, he shall perform like duties for the standing committees, if
any, elected or appointed by the Board; he shall see that proper notice, when
required, is given of all meetings of the shareholders and of the Board; he may
sign, with the President or any Vice President, on behalf and in the name of the
Corporation, all contracts and other instruments authorized by the Board or the
Executive Committee; he may sign or his facsimile signature, with that of the
President or one of the Vice Presidents, may be used to sign certificates for
shares of the capital stock of the Corporation; he shall keep in safe custody
the seal of the Corporation and, whenever authorized by the Board or the
Executive Committee, shall attest and affix the seal to any contract or other
instrument requiring the same; he shall keep in safe custody all contracts and
such books, records and other papers as the Board or the Executive Committee may
direct, all of which shall, at all reasonable times, be open to the examination
of any director, upon application at the office of the Corporation during
business hours, and he shall, in general, perform all the duties usually
incident to the office of Secretary, subject to the control of the Board and the
Executive Committee.
SECTION 7 - TREASURER; DUTIES. The Treasurer shall keep or cause to be
kept full and accurate accounts of all receipts and disbursements in books
belonging to the Corporation, and shall have the care and custody of all funds
and securities of the Corporation and deposit such funds in the name of the
Corporation in such bank or banks as the Board or the Executive Committee may
designate.
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The Treasurer is authorized to sign all checks, drafts, notes, bills of
exchange, orders for the payment of money and any negotiable instruments of the
Corporation, but no such instrument shall be signed in blank. He shall disburse
the funds of the Corporation as may be ordered by the Board, the Executive
Committee, or the President. The Treasurer shall at all reasonable times exhibit
the books and accounts to any director and, also, provided the Board or
Executive Committee or the President so orders, to any shareholder of the
Corporation upon application at the offices of the Corporation by such
shareholder during business hours; and he shall give such bonds for the faithful
performance of his duties as the Board or the Executive Committee or the
President may determine, and he shall perform such other duties as may be
incident to his office.
SECTION 8 - OTHER OFFICERS; DUTIES. The Assistant Secretaries and
Assistant Treasurers, if any, in addition to such authority and duties as the
Board may determine, shall have such authority and perform such duties as may be
directed by their respective principal officers.
ARTICLE VI
COMPENSATION
The Board, by the affirmative vote of a majority of the directors in
office and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Corporation by directors and
officers, or to delegate such authority to one or more officers or directors.
ARTICLE VII
EXECUTION OF CONTRACTS
VOUCHERS AND NEGOTIABLE INSTRUMENTS
The Board or the Executive Committee may authorize any of the officers
of the Corporation or any other person or persons, either singly or with another
such officer or person as said Board or Committee may direct, to sign, on behalf
of and in the name of the Corporation, contracts, indentures, deeds,
conveyances, leases, declarations, communications and other instruments and
documents, and the Board or the Executive Committee may authorize any of the
officers of the Corporation or any other person or persons, either singly or
with another such officer or person as said Board or Committee may direct, to
sign on behalf of and in the name of the Corporation, manually or by facsimile
signature, checks, drafts, notes, bonds, debentures, bills of exchange and
orders for the payment of money. In case any of the officers of the Corporation
who shall have signed, or whose facsimile signature or signatures shall have
been used, as aforesaid, upon any such document, instrument or security shall
cease to be such officer of the Corporation before such document, instrument or
security shall have been delivered or issued, such document, instrument or
security, upon due delivery or issuance thereof, shall be valid and effective as
though the person or persons who signed or whose facsimile signature or
signatures were used upon such document, instrument or security had not ceased
to be such officer of the Corporation.
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ARTICLE VIII
AUTHORITY TO TRANSFER AND VOTE SECURITIES
The President and each Vice President of the Corporation are each
authorized to sign the name of the Corporation and to perform all acts necessary
to effect a transfer of any shares, bonds, other evidences of indebtedness or
obligations, subscription rights, warrants, and other securities of another
corporation owned by the Corporation and to issue the necessary powers of
attorney for the same; and each such officer is authorized, on behalf of the
Corporation, to vote such securities, to appoint proxies with respect thereto,
and to execute consents, waivers and releases with respect thereto, or to cause
any such action to be taken.
ARTICLE IX
SEAL
The seal of the Corporation shall be circular, about two inches in
diameter, with the name of the Corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary and it, or a facsimile thereof, shall be affixed to all certificates
of the Corporation's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the Corporation, or
by any Transfer Agent of its shares.
ARTICLE X
AMENDMENTS
The Regulations of the Corporation may be amended or new Regulations
may be adopted by the shareholders at a meeting held for such purpose by an
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Corporation on such proposal, or without a meeting by
written consent of the holders of shares entitling them to exercise a majority
of the voting power on such proposal; provided, however, that Article I, Section
2; Article III, Section 2; and Article III, Section 4; and this Article X may
not be amended, rescinded or otherwise modified except upon the affirmative vote
of the holders of shares entitling them to exercise two-thirds (2/3) of the
voting power of the Corporation at a meeting of shareholders held for such
purpose.
ARTICLE XI
OHIO CONTROL SHARE ACQUISITION ACT NOT APPLICABLE
The provisions of Section 1701.831 of the Ohio Revised Code, as
amended, requiring shareholder approval of control share acquisitions, as
defined in Section 1701.01(Z) of such Code, as amended, shall not be applicable
to the Corporation.
As of April 8, 1998
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