EXHIBIT 3(a)
Articles of Incorporation, as amended on April 22, 1997
RESTATED
ARTICLES OF INCORPORATION
OF
FIRST FINANCIAL CORPORATION
ARTICLE 1. Corporate Name. The name of the corporation is First Financial
Corporation (hereinafter called the "Corporation").
ARTICLE 2. Duration. The duration of the Corporation is perpetual.
ARTICLE 3. Purposes. The purpose for which the Corporation is organized is
to engage in any lawful activity within the purposes for which corporations may
be organized under the Wisconsin Business Corporation Law.
ARTICLE 4. Capital Stock. The total number of shares of all classes of the
capital stock which the Corporation has authority to issue is seventy-eight
million (78,000,000) of which seventy-five million (75,000,000) shall be common
stock, $1.00 par value per share, amounting in the aggregate to seventy-five
million dollars ($75,000,000), and three million (3,000,000) shall be serial
preferred stock, $1.00 par value per share, amounting in the aggregate to three
million dollars ($3,000,000). The shares may be issued by the Corporation from
time to time as approved by its board of directors without the approval of its
shareholders. 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 per share.
Neither promissory notes nor future services shall constitute payment or part
payment for the issuance of the shares of the Corporation. The consideration for
the shares shall be paid in whole or in part in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. In the absence of fraud in the transaction, the judgment of the
board of directors or the shareholders, as the case may be, as to the value of
the consideration received for the shares shall be conclusive. Upon payment of
such consideration such shares shall be deemed to be fully paid and
nonassessable by the Corporation.
A description of the different classes and series of the Corporation's
capital stock and a statement of the powers, designations, preferences,
limitations and relative rights of the shares of each class of and series of
capital stock are as follows:
A. Common Stock. Except as provided in this Article 4 (or in any resolution
or resolutions adopted by the board of directors pursuant hereto) the holders of
the 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. There shall be no cumulative voting rights in the election of directors.
Each share of common stock shall have the same relative rights as and be
identical in all respects with all other shares of common stock.
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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 or 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; but only when and as
declared by the board of directors.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid to or set aside for the holders of
any class having preferences over the common stock in the event of liquidation,
dissolution or winding up of the full preferential amounts of which they are
respectively entitled, the holders of the common stock, and of any class or
series of stock entitled to participate therewith, in whole or in part, as to
distribution of assets, shall be entitled after payment or provision for payment
of all debts and liabilities of the Corporation, to receive the remaining assets
of the Corporation available for distribution, in cash or in kind.
B. Serial Preferred Stock. The board of directors of the Corporation is
authorized, by resolution or resolutions from time to time adopted, to provide
for the issuance of serial preferred stock in series, including convertible
preferred stock, and to fix and state the voting powers, full or limited, or no
voting powers, and such designations, preferences, limitations and relative
rights thereof. Each share of each series of serial preferred stock shall have
the same relative rights as and be identical in all respects with all other
shares of the same series.
Duplicate copies of a resolution adopted by the directors pursuant to this
Article 4 with a certificate thereto affixed, signed by the president or a vice
president and a secretary or an assistant secretary and sealed with the
corporate seal, stating the fact and date of adoption, and that such copies are
true copies of the original shall be filed in the office of the secretary of
state and recorded in the office of the register of deeds of the county in which
the registered office of the Corporation is located, and when so filed and
recorded shall constitute an amendment to these Articles of Incorporation.
ARTICLE 5. Preemptive Rights. Holders of the capital stock of the
Corporation shall not be entitled to preemptive rights with respect to any
shares or other securities of the Corporation which may be issued.
ARTICLE 6. Internal Affairs. The Corporation shall be under the direction
of a board of directors. The board of directors shall consist of not less than
twelve (12) nor more than twenty-four (24) directors. The number of directors
shall be as stated in the Corporation's by-laws, as may be amended from time to
time. The board of directors shall divide the directors into three classes and,
when the number of directors is changed, shall determine the class or classes to
which the increased or decreased number of directors shall be apportioned;
provided, that the directors in each class shall be as nearly equal in number as
possible; provided, further, that no decrease in the number of directors shall
affect the term of any director then in office; and provided that no
classification of directors shall be effective prior to the first annual meeting
of shareholders.
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The term of office of directors elected at the first annual meeting of
shareholders shall be as follows: the term of office of directors of the first
class shall expire at the first annual meeting of shareholders after their
election; the term of office of directors of the second class shall expire at
the second annual meeting of shareholders after their election and the term of
office of directors of the third class shall expire at the third annual meeting
of shareholders after their election; and, as to directors of each class, when
their respective successors are elected and qualified. At each subsequent annual
meeting of shareholders, directors elected to succeed those whose terms are
expiring shall be elected for a term of office to expire at the third succeeding
annual meeting of shareholders and when their respective successors are elected
and qualified. Any vacancy occurring in the board of directors, including any
vacancy created by reason of an increase in the number of directors, shall be
filled by a majority vote of the directors then in office, whether or not a
quorum, and any director so chosen shall hold office until the next election of
directors by the shareholders.
Any director may be removed for cause by an affirmative vote of at least
two-thirds of the total votes eligible to be cast by shareholders at a duly
constituted meeting of shareholders called expressly for that purpose. At least
twenty (20), but not more than sixty (60), days prior to such meeting of
shareholders, written notice shall be sent to the director or directors whose
removal will be considered at such meeting. No director may be removed as a
director except for cause.
The board of directors or the shareholders may adopt, alter, amend or
repeal the by-laws of the Corporation. Such action by the board of directors
shall require the affirmative vote of at least two-thirds of the directors then
in office at a duly constituted meeting of the board of directors called
expressly for such purpose. Such action by the shareholders shall require the
affirmative vote of at least two-thirds of the total votes eligible to be cast
by shareholders at a duly constituted meeting of shareholders called expressly
for such purpose.
Special meetings of the shareholders for any purpose or purposes may be
called at any time by the chairman of the board, the president, or a majority of
the directors then in office and shall be called by the chairman of the board,
the president, or the secretary upon the written request of the holders of not
less than one-third of all the stock of the Corporation entitled to vote at the
meeting. Such written request shall state the purpose or purposes of the meeting
and shall be delivered at the registered office of the Corporation addressed to
the chairman of the board, the president or the secretary.
ARTICLE 7. Indemnification. The Corporation shall indemnify each person
(and the heirs and legal representatives of such person) who is or was a
director or officer of the Corporation, or of any other corporation,
partnership, joint venture, trust or other enterprise which he or she served in
any capacity at the request of the Corporation, against any and all liability
and reasonable expense that may be incurred by him or her in connection with or
resulting from any claim, action, suit, or proceeding (whether brought by or in
the right of the Corporation or such other corporation, partnership, joint
venture, trust or other enterprise or otherwise), civil, criminal,
administrative or investigative, or threat thereof, or in connection with an
appeal relating thereto, in which he or she may become involved, as a party or
otherwise, by reason of his or her being or having been such director or
officer, or by reason of any past or future action or omission or alleged action
or omission (including those antedating the adoption of these Articles) by him
or her in such capacity, whether or not he or she continues to be such at the
time such liability or expense is incurred.
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Each person identified above shall be indemnified by the Corporation
provided such person acted in good faith, in what he or she believed to be in or
not opposed to the best interest of the Corporation or such other corporation,
partnership, joint venture, trust or other enterprise, as the case may be, and
in addition, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.
Any such officer or director referred to in this Article may rely upon an
opinion of counsel, whether general counsel for the Corporation or any
designated counsel retained by the Corporation, to provide an opinion to such
person as to the propriety of acting and if said person relies upon said
opinion, he or she shall have deemed to have acted in good faith.
Any such officer or director referred to in this Article who has been
wholly successful, on the merits or otherwise, with respect to any claim,
action, suit, or proceeding shall have been deemed to have acted in good faith.
Termination of any claim, action, suit or proceeding by judgment,
settlement or conviction, or upon a plea of guilty or nolo contendere, or its
equivalent, shall not create a presumption that a director or officer did not
meet the standards of conduct set forth above.
As used in this Article, the terms "liability" and "expense" shall include,
but not be limited to, counsel fees and disbursements and amounts of judgments,
fines and penalties against, and amounts paid in settlement by or on behalf of a
director or officer. Expenses incurred with respect to any such claim, action,
suit or proceeding may be advanced by the Corporation prior to the final
disposition thereof upon receipt of an undertaking by on or behalf of the
recipient to repay such amount unless he or she is entitled to indemnification
under this Article.
The Corporation shall purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
liability asserted against him or her and incurred by him or her in any such
capacity or arising out of his status as such, whether or not the Corporation
would have power to indemnify him against such liability under the provision of
this Article.
The rights of indemnification provided in this Article shall be in addition
to any rights to which any person concerned may otherwise be entitled by contact
or as a matter of law, and irrespective of the provisions of this Article, the
board of directors may, at any time and from any time to time, approve
indemnification of directors, officers or employees to the full extend permitted
by the provisions of the Wisconsin Business Corporation Law at the time in
effect, whether on account of past or future actions.
ARTICLE 8. Registered Office and Registered Agent. The initial registered
office of the Corporation is located in Dane County, Wisconsin, the address of
such registered office is 222 West Washington Avenue, Madison, Wisconsin 53703,
and the name of its initial registered agent at such address is C T Corporation
System.
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ARTICLE 9. Beneficial Ownership Limitation. As long as the Corporation is
registered with the Federal Savings and Loan Insurance Corporation as a holding
company, no person shall directly or indirectly offer to acquire or acquire the
beneficial ownership of 10 percent or more of the issued and outstanding Voting
Stock (as defined in Article 10 hereto) of the Corporation, unless such offer to
acquire or acquisition has received the prior approvals of (i) the Federal
Savings and Loan Insurance Corporation, and (ii) the holders of at least
two-thirds of the outstanding Voting Stock of the Corporation entitled to vote
at a duly constituted meeting of shareholders called for such purpose. In the
event Voting Stock is acquired in violation of this Article 9, the excess shares
shall no longer be entitled to vote on any matter or take other shareholder
action or be counted in determining the total number of outstanding shares for
purposes of any matter involving shareholder action, and the board of directors
may cause such excess shares to be transferred to an independent trustee for
sale on the open market or otherwise, with the expenses of such trustee to be
paid out of the proceeds from such sale. The term "person" as used in this
Article 9 means an individual, group acting in concert, a corporation, a
partnership, an association, a joint stock company, a trust, and any
unincorporated organization or similar company. The term "offer" as used in this
Article 9 includes every offer to buy or acquire, solicitation of an offer to
sell, tender offer for, or request or invitation for tender of, a security or
interest in a security for value.
The board of directors of the Corporation, when evaluating any offer of
another person (as defined in Article 9 hereof) to (i) make a tender or exchange
offer for any equity security of the Corporation, (ii) merger or consolidate the
Corporation with another institution, or (iii) purchase or otherwise acquire all
or substantially all of the properties and assets of the Corporation, shall, in
connection with the exercise of its judgment in determining what is in the best
interests of the Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation the social and economic effects
of acceptance of such offer on (a) depositors, borrowers and employees of
savings and loan association subsidiaries of the Corporation, and on the
communities in which such subsidiaries operate or are located and (b) the
ability of such subsidiaries to fulfill the objectives of savings and loan
associations under applicable Wisconsin and federal statutes and regulations.
ARTICLE 10. Certain Business Combinations.
Subsection 1. Vote Required for Certain Business Combinations.
A. Higher Vote for Certain Business Combinations. In
addition to any affirmative vote required by law or these Articles of
Incorporation, and except as otherwise expressly provided in subsection 2 of
this Article 10:
(i) any merger or consolidation of the Corporation or
any Subsidiary (as hereinafter defined) with (a) any
Interested Shareholder (as hereinafter defined) or (b) any
other corporation (whether or not itself an Interested
Shareholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an
Interested Shareholder; or
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(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of transactions) to or with any Interested
Shareholder or any Affiliate of any Interested Shareholder
of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value of $1,000,000 or more; or
(iii) the issuance or transfer by the Corporation or
any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Shareholder or any Affiliate of
any Interested Shareholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate Fair Market Value of $1,000,000 or more; or
(iv) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or
on behalf of an Interested Shareholder or any Affiliate of
any Interested Shareholder; or
(v) any reclassification of securities (including any
reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Shareholder) which has the effect,
directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of equity or
convertible securities of the Corporation or any Subsidiary
which is directly or indirectly owned by any Interested
Shareholder or any Affiliate of any Interested Shareholder;
shall require the affirmative vote of (a) the holders of at least two-thirds of
the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock"), voting together as a single class and (b) the holders of at least a
majority of the Voting Stock, voting together as a single class, excluding for
purposes of calculating both the affirmative vote and the number of outstanding
shares of Voting Stock all shares of Voting Stock of which the beneficial owner
is an Interested Shareholder or any Affiliate of an Interested Shareholder
referred to in clauses (i) through (v) referred to in this paragraph A. Such
affirmative vote shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by law.
B. Definition of "Business Combination." The term "Business
Combination" as used in this Article 10 shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of paragraph A of this
subsection 1.
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Subsection 2. When Higher Vote is Not Required.
The provisions of subsection 1 of this Article 10 shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law and any other
provision of these Articles of Incorporation, if all of the conditions specified
in either of the following paragraphs A and B are met:
A. Approval by Continuing Directors. The Business
Combination shall have been approved by a majority of the Continuing Directors
(as hereinafter defined).
B. Price and Procedure Requirements. All of the following
conditions shall have been met:
(i) The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) as of the date of the
consummation of the Business Combination of consideration
other than cash to be received per share by holders of
common stock in such Business Combination shall be at least
equal to the highest of the following:
(a) (if applicable) the highest per
share price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of common stock acquired by it
(1) within the two-year period immediately prior to the
first public announcement of the proposal of the Business
Combination (the "Announcement Date") or (2) in the
transaction in which it became an Interested Shareholder,
whichever is higher; or
(b) the Fair Market Value per share
of common stock on the Announcement Date or on the date on
which the Interested Shareholder became an Interested
Shareholder (such latter date is referred to in this Article
10 as the "Determination Date"), whichever is higher.
(ii) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by holders of shares of any other class
of outstanding Voting Stock shall be at least equal to the
highest of the following (it being intended that the
requirements of this paragraph B (ii) shall be required to
be met with respect to every class of outstanding Voting
Stock, whether or not the Interested Stockholder has
previously acquired any shares of a particular class of
Voting Stock):
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(a) (if applicable) the highest per
share price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of such class of Voting Stock
acquired by it (1) within two-year period immediately prior
to the Announcement Date or (2) in the transaction in which
it became an Interested Shareholder, whichever is higher;
(b) (if applicable) the highest
preferential amount per share to which the holders of shares
of such class of Voting Stock are entitled in the event of
any voluntary or involuntary liquidation, dissolution or
winding up the Bank; or
(c) the Fair Market Value per share
of such class of Voting Stock on the Announcement Date or on
the Determination Date, whichever is higher.
(iii) The consideration to be received by holders of
outstanding Voting Stock (including common stock) in the
Business Combination shall be in cash or in the same form as
the Interested Shareholder has previously paid for shares of
such class of Voting Stock. If the Interested Shareholder
has paid for shares of any class of Voting Stock with
varying forms of consideration, the form of consideration
for such class of Voting Stock shall be either cash or the
form used to acquire the largest number of shares of such
class of Voting Stock previously acquired by it.
(iv) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such
Business Combination: (a) there shall have been (1) no
reduction in the annual rate of dividends paid on the
capital stock (except as necessary to reflect any
subdivision of the capital stock), except as approved by a
majority of the Continuing Directors, and (2) an increase in
such annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding
shares of common stock, unless the failure so to increase
such annual rate is approved by a majority of the Continuing
Directors; and (b) such Interested Shareholder shall have
not become the beneficial owner of any additional shares of
Voting Stock except as part of the transaction which results
in such Interested Shareholder becoming an Interested
Shareholder.
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(v) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall
not have received the benefit, directly or indirectly
(except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
Corporation, whether in anticipation of or in connection
with such Business Combination or otherwise.
(vi) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934 and the
rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall
be mailed to public shareholders of the Corporation at least
20 days prior to the consummation of such Business
Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).
Subsection 3. Certain Definitions.
For the purposes of this Article 10:
A. A "person" shall mean any individual, firm, corporation or
other entity.
B. "Interested Shareholder" shall mean any person (other than
the Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of
more than 10% of the voting power of the outstanding Voting
Stock; or
(ii) is an Affiliate of the Corporation and at any time
within the two-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly,
of 10% or more of the voting power of the then outstanding
Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to
any shares of Voting Stock which were at any time within the
two-year period immediately prior to the date in question
beneficially owned by any Interested Shareholder, if such
assignment or succession shall have occurred in the course
of a transaction or series of transactions not involving a
public offering within the meaning of the Securities Act of
1933.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
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(ii) which such person or any of its Affiliates or
Associates has (a) the right to acquire (whether such right
is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (b)
the right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or
indirectly, by any other person with which such person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.
D. For the purpose of determining whether a person is an
Interested Shareholder pursuant to paragraph B of this subsection 3, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph C of this subsection 3 but shall not
include any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
F. "Subsidiary" means any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Shareholder set forth in paragraph B of this subsection 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the Corporation.
G. "Continuing Director" means any member of the board of
directors of the Corporation who is unaffiliated with the Interested Shareholder
and was a member of the board of directors of the Corporation prior to the time
that the Interested Shareholder became an Interested Shareholder, and any
successor of a Continuing Director who is unaffiliated with the Interested
Shareholder and is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the board of directors of the Corporation.
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H. "Fair Market Value" means:
(i) in the case of stock, the highest closing sale
price during the 30- day period immediately preceding the
date in question of a share of such stock on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to
a share of such stock during the 30-day period preceding the
date in question on the National Association of Securities
Dealers, Inc. Automated Quotations Systems or any system
then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such
stock as determined by the board of directors of the
Corporation in good faith; and
(ii) in the case of property other than cash or stock
on the date in question as determined by the board of
directors of the Corporation in good faith.
Subsection 4. Powers of the Board of Directors.
A majority of the directors of the Corporation shall have the
power and duty to determine for the purposes of this Article 10, on the basis of
information known to them after reasonable inquiry, (A) whether a person is an
Interested Shareholder, (B) the number of shares of Voting Stock beneficially
owned by any person, (C) whether a person is an Affiliate or Associate of
another, and (D) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.
Subsection 5. No Effect on Fiduciary Obligations of Interested
Shareholders.
Nothing contained in this Article 10 shall be construed to
relieve any Interested Shareholder from any fiduciary obligation imposed by law.
ARTICLE 11. Amendment of Articles of Incorporation. Except as set forth
in this Article or as otherwise required by law, no amendment, addition,
alteration, change or repeal of any provision of these Articles of Incorporation
shall be made, unless such is first proposed by the board of directors of the
Corporation, upon the affirmative vote of at least two-thirds of the directors
then in office at a duly constituted meeting of the board of directors called
expressly for such purpose, and thereafter approved by the shareholders by the
affirmative vote of the holders of at least two-thirds of the shares entitled to
vote thereon, unless any class or series of shares is entitled to vote thereon
as a class in which event the proposed amendment, addition, alteration, change
or repeal of any provision of these Articles of Incorporation shall be adopted
upon receiving the affirmative vote of holders of a majority of the shares of
each class and of each series entitled to vote thereon and of the total shares
entitled to vote thereon. Any amendment, addition, alteration, change or repeal
of any provision of these Articles of Incorporation shall be effective on the
date it is filed with the Secretary of State of the State of Wisconsin or within
thirty-one (31) days after such filing if so specified in such approval of
shareholders.
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ARTICLE 12. Incorporators. The name and address of each incorporator
are as follows:
NAME ADDRESS
Ralph R. Staven 300 Wisconsin Avenue, Waukesha, Wisconsin 53187
Bruce R. Buss 1305 Main Street, Stevens Points, Wisconsin 54481
IN WITNESS WHEREOF, these Restated Articles of Incorporation have been
duly adopted by the Board of Directors of First Financial Corporation on January
18, 1995 pursuant to Sections 180.1007(1) and (2) of the Wisconsin Business
Corporation Law and supersede and take the place of the existing articles of
incorporation and any amendments to the articles of incorporation.
-------------------------------
Robert M. Salinger, Secretary
This document was drafted by:
Attorney Robert M. Salinger
RETURN TO:
Robert M. Salinger
1305 Main Street
Stevens Point, WI 54481-2811
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ARTICLES OF AMENDMENT
FIRST FINANCIAL CORPORATION
A WISCONSIN CORPORATION
1. The name of the corporation is First Financial Corporation, a
Wisconsin Corporation with its registered office in Dane County, Wisconsin.
2. The amendment to the Articles of Incorporation of First Financial
Corporation is as follows: ARTICLE 6 is amended to provide that the Board of
Directors shall consist of not less than 7 directors (formerly Article 6
provided that the Board of Directors shall consist of not less than 12
directors). This will be accomplished by deleting the second sentence of Article
6 and replacing it with the following:
"The Board of Directors shall consist of not less than seven
(7) nor more than twenty-four (24) Directors."
The remaining provisions of Article 6 (other than the second sentence, quoted
above) are unaffected by this Amendment and shall continue in full force and
effect.
3. Said Amendment to the Articles of Incorporation of First Financial
Corporation was adopted by the shareholders and the Board of Directors on April
22, 1997, in accordance with Section 180.1003, Wisconsin Statutes.
4. The total number of shares outstanding is seventy-five million
(75,000,000) common shares; the total number of shares entitled to vote on the
Amendment is thirty-six million nine hundred twelve thousand three hundred
twenty-six (36,912,326) common shares; and the affirmative number of votes
requisite for adoption for such Amendment was twenty-four million six hundred
eight thousand two hundred and eighteen (24,608,218) common shares.
5. The total number of shares voted for the Amendment was thirty-one
million seven hundred forty-one thousand one hundred eighty-seven (31,741,187)
common shares; the total number of shares voted against such Amendment was five
hundred eighty-six thousand three hundred ninety-four (586,394); and two hundred
fifty-one thousand two hundred sixty-two (251,262) common shares abstained.
6. The effective time of this Amendment shall be the time of filing
these Articles of Amendment.
Executed in duplicate and sealed this 22nd day of April, 1997.
/s/ John C. Seramur
-----------------------------
John C. Seramur, President
(SEAL)
/s/ Robert M. Salinger
-----------------------------
Robert M. Salinger, Secretary
This document was drafted by:
Attorney Robert M. Salinger
Return to:
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Robert M. Salinger, Esq.
1305 Main Street
Stevens Point, WI 54481-2811