EAGLE BANCORP
FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER
Section 1. Corporate title. The full corporate title of the MHC
subsidiary holding company is Eagle Bancorp (the "MHC subsidiary holding
company").
Section 2. Domicile. The domicile of the MHC subsidiary holding company
shall be in the City of Helena, in the State of Montana.
Section 3. Duration. The duration of the MHC subsidiary holding company
is perpetual.
Section 4. Purpose and Powers. The purpose of the MHC subsidiary
holding company is to pursue any or all of the lawful objectives of a federal
mutual holding company chartered under section 10 (o) of the Home Owners' Loan
Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and
incidental powers conferred thereby and by all acts amendatory thereof and
supplemental thereto, subject to the Constitution and laws of the United States
as they are now in effect, or as they may hereafter be amended, and subject to
all lawful and applicable rules, regulations, and orders of the Office of Thrift
Supervision ("Office").
Section 5. Capital Stock. The total number of shares of all classes of
the capital stock that the MHC subsidiary holding company has authority to issue
is 10,000,000, of which 9,000,000 shares shall be common stock of par value of
$.01 per share and of which 1,000,000 shares shall be serial preferred stock of
no par value per share. The shares may be issued from time to time as authorized
by the board of directors without further approval of shareholders, except as
otherwise provided in this Section 5 or to the extent that such approval is
required by governing law, rule, or regulation. The consideration for the
issuance of the shares shall be paid in full before their issuance and shall not
be less than the par value. Neither promissory notes nor future services shall
constitute payment or part payment for the issuance of shares of the MHC
subsidiary holding company. The consideration for the shares shall be cash,
tangible or intangible property (to the extent direct investment in such
property would be permitted), labor or services actually performed for the MHC
subsidiary holding company, or any combination of the foregoing. In the absence
of actual fraud in the transaction, the value of such property, labor, or
services, as determined by the board of directors of the MHC subsidiary holding
company, shall be conclusive. Upon payment of such consideration, such shares
shall be deemed to be fully paid and nonassessable. In the case of a stock
dividend, that part of the retained earnings of the MHC subsidiary holding
company which is transferred to common stock or paid-in capital accounts upon
the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.
Except for shares issued in the initial organization of the MHC
subsidiary holding company, no shares of capital stock (including shares
issuable upon conversion, exchange or exercise of other securities) shall be
issued, directly or indirectly, to officers, directors, or controlling persons
(except for shares issued to Eagle Financial MHC, the parent mutual holding
company of the MHC subsidiary holding company) other than as part of a general
public
offering or as qualifying shares to a director, unless the issuance or the plan
under which they would be issued has been approved by a majority of the total
votes eligible to be cast at a legal meeting.
Nothing contained in this Section 5 (or in any supplementary sections
hereto) shall entitle the holders of any class or series of capital stock to
vote as a separate class or series or to more than one vote per share provided,
that this restriction on voting separately by class or series shall not apply:
(i) To any provision which would authorize the holders of
preferred stock, voting as a class or series, to elect some members of
the board of directors, less than a majority thereof, in the event of
default in the payment of dividends on any class or series of
preferred stock;
(ii) To any provision that would require the holders of preferred
stock, voting as a class or series, to approve the merger or
consolidation of the MHC subsidiary holding company with another
corporation or the sale, lease, or conveyance (other than by mortgage
or pledge) of properties or business in exchange for securities of a
corporation other than the MHC subsidiary holding company if the
preferred stock is exchanged for securities of such other corporation:
Provided, That no provision may require such approval for transactions
undertaken with the assistance or pursuant to the direction of the
Office or the Federal Deposit Insurance Corporation;
(iii) To any amendment which would adversely change the specific
terms of any class or series of capital stock as set forth in this
Section 5 (or in any supplementary sections hereto), including any
amendment which would create or enlarge any class or series ranking
prior thereto in rights and preferences. An amendment which increases
the number of authorized shares of any class or series of capital
stock, or substitutes the surviving entity in a merger or
consolidation for the MHC subsidiary holding company, shall not be
considered to be such an adverse change.
A description of the different classes and series (if any) of the MHC
subsidiary holding company's capital stock and a statement of the designations,
and the relative rights, preferences and limitations of the shares of each class
of and series (if any) of capital stock are as follows:
A. Common stock. Except as provided in this Section 5 (or in any
supplementary sections thereto), the holders of common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall be
entitled to one vote for each share held by such holder and there shall be no
right to cumulate votes in an election of directors.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having
preference over the common stock as to the payment of dividends, the full amount
of dividends and of sinking fund, retirement fund or other retirement payments,
if any, to which such holders are respectively entitled in preference to the
common stock, then dividends may be paid on the common stock and on any class or
series of stock entitled to participate therewith as to dividends out of any
assets legally available for the payment of dividends.
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In the event of any liquidation, dissolution, or winding up of the MHC
subsidiary holding company, the holders of the common stock (and the holders of
any class or series of stock entitled to participate with the common stock in
the distribution of assets) shall be entitled to receive, in cash or in kind,
the assets of the MHC subsidiary holding company available for distribution
remaining after: (i) payment or provision for payment of the MHC subsidiary
holding company's debts and liabilities; (ii) distributions or provision for
distributions in settlement of any liquidation account; and (iii) distributions
or provisions for distributions to holders of any class or series of stock
having preference over the common stock in the liquidation, dissolution, or
winding up of the MHC subsidiary holding company. Each share of common stock
shall have the same relative rights as and be identical in all respects with all
the other shares of common stock.
B. Preferred stock. The MHC subsidiary holding company may provide in
supplementary sections to its charter for one or more classes of preferred
stock, which shall be separately identified.
The shares of any class may be divided into and issued in series, with
each series separately designated so as to distinguish the shares thereof from
the shares of all other series and classes. The terms of each series shall be
set forth in a supplementary section to the charter. All shares of the same
class shall be identical except as to the following relative rights and
preferences, as to which there may be variations between different series:
(a) The distinctive serial designation and the number of shares
constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the
shares of such series, whether dividends shall be cumulative and, if so, from
which date(s) the payment date(s) for dividends, and the participating or other
special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such
series;
(d) Whether the shares of such series shall be redeemable and, if so,
the price(s) at which, and the terms and conditions on which, such shares may be
redeemed;
(e) The amount(s) payable upon the shares of such series in the event
of voluntary or involuntary liquidation, dissolution, or winding up of the MHC
subsidiary holding company;
(f) Whether the shares of such series shall be entitled to the benefit
of a sinking or retirement fund to be applied to the purchase or redemption of
such shares, and if so entitled, the amount of such fund and the manner of its
application, including the price(s) at which such shares may be redeemed or
purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock of the MHC
subsidiary holding company and, if so, the conversion price(s) or the rate(s) of
exchange, and the adjustments thereof, if any, at which
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such conversion or exchange may be made, and any other terms and conditions of
such conversion or exchange;
(h) The price or other consideration for which the shares of such
series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted
shall have the status of authorized but unissued shares of serial preferred
stock and whether such shares may be reissued as shares of the same or any other
series of serial preferred stock.
Each share of each series of serial preferred stock shall have the same
relative rights as and be identical in all respects with all the other shares of
the same series.
The board of directors shall have authority to divide, by the adoption
of supplementary charter sections, any authorized class of preferred stock into
series, and, within the limitations set forth in this section and the remainder
of this charter, fix and determine the relative rights and preferences of the
shares of any series so established.
Prior to the issuance of any preferred shares of a series established
by a supplementary charter section adopted by the board of directors, the MHC
subsidiary holding company shall file with the Secretary of the Office a dated
copy of that supplementary section of this charter establishing and designating
the series and fixing and determining the relative rights and preferences
thereof.
Section 6. Preemptive Rights. Holders of the capital stock of the MHC
subsidiary holding company shall not be entitled to preemptive rights with
respect to any shares of the MHC subsidiary holding company which may be issued.
Section 7. Directors. The MHC subsidiary holding company shall be under
the direction of a board of directors. The authorized number of directors, as
stated in the MHC subsidiary holding company's bylaws, shall not be fewer than
five nor more than fifteen except when a greater or lesser number is approved by
the Director of the Office, or his or her delegate.
Whenever the holders of any one or more series of preferred stock of
the MHC subsidiary holding company shall have the right, voting separately as a
class, to elect one or more directors of the MHC subsidiary holding company, the
board of directors shall consist of said directors so elected in addition to the
number of directors fixed as provided above in this Section 7. Notwithstanding
the foregoing, and except as otherwise may be required by law and provisions of
the preferred stock of the MHC subsidiary holding company, whenever the holders
of any one or more series of preferred stock of the MHC subsidiary holding
company shall have the right, voting separately as a class, to elect one or more
directors of the MHC subsidiary holding company, the terms of the director or
directors elected by such holders shall expire at the next succeeding annual
meeting of shareholders.
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Section 8. Certain Provisions Applicable For Five Years. Not
withstanding anything contained in the MHC subsidiary holding company's charter
or bylaws to the contrary, until _________ ___, 2005, the following provisions
shall apply:
A. Beneficial Ownership Limitation. No person, other than Eagle
Financial MHC, the parent mutual holding company of the MHC subsidiary holding
company, shall directly or indirectly offer to acquire or acquire the beneficial
ownership of more than 10 percent of the common stock of the MHC subsidiary
holding company. This limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering or the purchase of shares by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements under Section 574.3(c)(1)(vi) of the Office's regulations.
In the event shares are acquired in violation of this Section 8, all
shares beneficially owned by any person in excess of 10% shall be considered
"excess shares" and shall not be counted as shares entitled to vote and shall
not be voted by any person or counted as voting shares in connection with any
matters submitted to the shareholders for a vote.
For purposes of this Section 8, the following definitions apply:
(1) The term "person" includes an individual, a group acting in
concert, a corporation, a partnership, an association, a joint stock
company, a trust, an unincorporated organization or similar company, a
syndicate or any other group formed for the purpose of acquiring,
holding or disposing of the common stock of the MHC subsidiary holding
company.
(2) The term "offer" includes every offer to buy or otherwise
acquire, solicitation of an offer to sell, tender offer for, or
request or invitation for tenders of, a security or interest in a
security for value.
(3) The term "acquire" includes every type of acquisition,
whether effected by purchase, exchange, operation of law or otherwise.
(4) The term "acting in concert" means (a) knowing participation
in a joint activity or conscious parallel action towards a common goal
whether or not pursuant to an express agreement, or (b) a combination
or pooling of voting or other interests in the securities of an issuer
for a common purpose pursuant to any contract, understanding,
relationship, agreement or other arrangements, whether written or
otherwise.
B. Cumulative Voting Limitation. Shareholders shall not be allowed to
cumulate their votes for election of directors.
C. Call for Special Meeting. Special meetings of shareholders relating
to changes in control of the MHC subsidiary holding company or amendments to its
charter shall be called only upon direction of the board of directors.
Section 9. Amendment Of Charter. Except as provided in Section 5, no
amendment, addition, alteration, change, or repeal of this charter shall be
made, unless such is proposed by the board of directors of the MHC subsidiary
holding company, approved by the shareholders by
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a majority of the votes eligible to be cast at a legal meeting, unless a higher
vote is otherwise required, and approved or prepared by the Office.
EAGLE BANCORP
Attest: __________________________ By: ________________________________
Deborah Willey Larry A. Dreyer
Secretary President
Attest: __________________________ By: ________________________________
Secretary of the Office of Director of the Office of Thrift
Thrift Supervision Supervision
Effective Date: __________________
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