**ARTICLE VI****Capital Stock**     The aggregate number of shares of all classes of capital stock which the Corporation hasauthority to issue is 11,000,000, of which 10,000,000 are to be shares of common stock, $.01 parvalue per share, and of which 1,000,000 are to be shares of serial preferred stock, $.01 par valueper share. The aggregate par value of all shares of capital stock is $110,000. All of such sharesare initially classified as common stock. The shares may be issued by the Corporation from time totime as approved by the board of directors of the Corporation without the approval of thestockholders except as otherwise as provided in this Article VI or to the extent that such approvalis required by governing law, rule or regulation. The consideration for the issuance of the sharesshall be paid to or received by the Corporation in full before their issuance and shall not be lessthan the par value per share. The consideration for the issuance of the shares, other than cash,shall be determined by the board of directors in accordance with the General Laws of the State ofMaryland. In the absence of actual fraud in the transaction, the judgment of the board of directorsas to the value of such consideration shall be conclusive. Upon payment of such consideration suchshares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, thepart of the surplus of the Corporation which is transferred to stated capital upon the issuance ofshares as a stock dividend shall be deemed to be the consideration for their issuance.     A description of the different classes and series (if any) of the Corporation’s capital stock,and a statement of the relative powers, designations, preferences and rights of the shares of eachclass and series (if any) of capital stock, and the qualifications, limitations or restrictionsthereof, are as follows:     Common Stock. Except as provided in these Articles, the holders of the common stockshall exclusively possess all voting power. Each holder of shares of common stock shall be entitledto one vote for each share held by such holder.     Whenever there shall have been paid, or declared and set aside for payment, to the holders ofthe outstanding shares of any class of stock having preference over the common stock as to thepayment of dividends, the full amount of dividends and sinking fund or retirement fund or otherretirement payments, if any, to which such holders are respectively entitled in preference to thecommon stock, then dividends may be paid on the common stock, and on any class or series of stockentitled to participate therewith as to dividends, out of any assets legally available for thepayment of dividends, but only as declared by the board of directors of the Corporation.     In the event of liquidation, dissolution or winding up of the Corporation, after there shallhave been paid, or declared and set aside for payment, to the holders of the outstanding shares ofany class having preference over the common stock in any such event, the full preferential amountsto which they are respectively entitled, the holders of the common stock and of any class or seriesof stock entitled to participate therewith, in whole or in part, as to distribution of assets shallbe entitled, after payment or provisions for payment of all debts and liabilities of theCorporation, to receive the remaining assets of the Corporation available for distribution, in cashor in kind.     Each share of common stock shall have the same relative powers, preferences and rights as, andshall be identical in all respects with, all of the other shares of common stock the Corporation.     Serial Preferred Stock. Except as provided in these Articles, the board of directorsof the Corporation is authorized, by resolution or resolutions from time to time adopted, toprovide for the issuance of serial preferred stock in series and to fix and state the powers,designations, preferences and relative, participating, optional or other special rights of theshares of each such series, and the qualifications, limitations or restrictions thereof, including,but not limited to determination of any of the following:     1. the distinctive designation and the number of shares constituting such class or series;     2. the dividend rates or the amount of dividends to be paid on the shares of such class orseries, whether dividends shall be cumulative and, if so, from which date or dates, the paymentdate or dates for dividends, and the participating or other special rights, if any, with respect todividends;
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     3. the voting powers, full or limited, if any, of the shares of such class or series;     4. whether the shares of such class or series shall be redeemable and, if so, the price orprices at which, and the terms and conditions upon which such shares may be redeemed;     5. the amount or amounts payable upon the shares of such class or series in the event ofvoluntary or involuntary liquidation, dissolution or winding up of the Corporation;     6. whether the shares of such class or series shall be entitled to the benefits of a sinkingor 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 or prices at whichsuch shares may be redeemed or purchased through the application of such funds;     7. whether the shares of such class or series shall be convertible into, or exchangeable for,shares of any other class or classes or any other series of the same or any other class or classesof stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices,or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion orexchange may be made, and any other terms and conditions of such conversion or exchange;     8. the subscription or purchase price and form of consideration for which the shares of suchclass or series shall be issued;     9. whether the shares of such class or series which are redeemed or converted shall have thestatus of authorized but unissued shares of serial preferred stock and whether such shares may bereissued as shares of the same or any other class or series; and     10. any other preferences, rights, restrictions, including restrictions on transferability,and qualifications of shares of such class or series, not inconsistent with law and these Articles.     Each share of each series of serial preferred stock shall have the same relative powers,preferences and rights as, and shall be identical in all respects with, all the other shares ofpreferred stock of the same series.**ARTICLE VII****Preemptive Rights**     No holder of any of the shares of any class or series of stock or of options, warrants orother rights to purchase shares of any class or series of stock or of other securities of theCorporation shall have any preemptive right to purchase or subscribe for any unissued stock of anyclass or series, or any unissued bonds, certificates of indebtedness, debentures or othersecurities convertible into or exchangeable for stock of any series or carrying any right topurchase stock of any class or series.**ARTICLE VIII****Repurchase of Shares**     The Corporation may from time to time, pursuant to authorization by the board of directors ofthe Corporation and without action by the stockholders, purchase or otherwise acquire shares of anyclass, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or othersecurities of the Corporation in such manner, upon such terms, and in such amounts as the board ofdirectors shall determine; subject, however, to such limitations or restrictions, if any, as arecontained in the express terms of any class of shares of the Corporation outstanding at the time ofthe purchase or acquisition in question or as are imposed by law.
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**ARTICLE IX****Meetings of Stockholders; Cumulative Voting**     A. Special meetings of the stockholders of the Corporation for any purpose or purposes may becalled at any time by the board of directors of the Corporation, by a committee of the board ofdirectors which has been duly designated by the board of directors, or in accordance with thebylaws of the Corporation.     B. There shall be no cumulative voting by stockholders of any class or series in the electionof directors of the Corporation.     C. Meetings of stockholders may be held within or without the State of Maryland, as the bylawsmay provide.**ARTICLE X****Notice for Nominations and Proposals**     A. Nominations for the election of directors and proposals for any new business to be taken upat any annual or special meeting of stockholders may be made by the board of directors of theCorporation or by any stockholder of the Corporation entitled to vote generally in the election ofdirectors. In order for a stockholder of the Corporation to make any such nominations and/orproposals, he or she shall give notice thereof in writing, delivered or mailed by first classUnited States mail, postage prepaid, to the secretary of the Corporation not less than 30 days normore than 60 days prior to any such meeting: provided, however, that if less than 40 days notice ofthe meeting is given to stockholders, such written notice shall be delivered or mailed, asprescribed, to the secretary of the Corporation not later than the close of the tenth day followingthe day on which notice of the meeting was mailed to stockholders. Each such notice given by astockholder with respect to nominations for the election of directors shall set forth (i) the name,age, business address and, if known, residence address of each nominee proposed in such notice,(ii) the principal occupation or employment of each such nominee, and (iii) the number of shares ofstock of the Corporation which are beneficially owned by each such nominee. In addition, thestockholder making such nomination shall promptly provide any other information reasonablyrequested by the Corporation.     B. Each such notice given by a stockholder to the secretary of the Corporation with respect tobusiness proposals to bring before a meeting shall set forth in writing as to each matter: (i) abrief description of the business desired to be brought before the meeting and the reasons forconducting such business at the meeting; (ii) the name and address, as they appear on theCorporation’s books, of the stockholder proposing such business; (iii) the class and number ofshares of the Corporation which are beneficially owned by the stockholder; and (iv) any materialinterest of the stockholder in such business. Notwithstanding anything in these Articles to thecontrary, no business shall be conducted at the meeting except in accordance with the proceduresset forth in this Article X.     C. The chairman of the annual or special meeting of stockholders may, if the facts warrant,determine and declare to such meeting that a nomination or proposal was not made in accordance withthe foregoing procedure, and, if he should so determine, he shall so declare to the meeting and thedefective nomination or proposal shall be disregarded and laid over for action at the nextsucceeding adjourned, special or annual meeting of the stockholders taking place thirty days ormore thereafter. This provision shall not require the holding of any adjourned or special meetingof stockholders for the purpose of considering such defective nomination or proposal.**ARTICLE XI****Directors**     A. Number; Vacancies. The number of directors of the Corporation shall be such number,not less than 5 nor more than 15 (exclusive of directors, if any, to be elected by holders ofpreferred stock of the Corporation, voting separately as a class), as shall be provided from timeto time in or in accordance with the bylaws, provided that no decrease in the number of directorsshall have the effect of shortening the term of any incumbent director, and provided further thatno action shall be taken to decrease or increase the number of directors
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from time to time unless at least two-thirds of the directors then in office shall concur insaid action. Subject to the rights of the holders of any class of preferred stock then outstanding,newly created directorships resulting from any increase in the authorized number of directors orany vacancies on the Board of Directors resulting from death, resignation, retirement,disqualification, removal from office or other cause shall be filled by a majority vote of thestockholders or the directors then in office. A director so chosen by the stockholders shall holdoffice for the balance of the term then remaining. A director so chosen by the remaining directorsshall hold office until the next annual meeting of stockholders, at which time the stockholdersshall elect a director to hold office for the balance of the time then remaining.     B. Classified Board. At the first annual meeting of stockholders of the Corporation,the board of directors of the Corporation shall be divided into three classes as nearly equal innumber as the then total number of directors constituting the entire board of directors shallpermit, which classes shall be designated Class I, Class II and Class III. At such annual meetingof stockholders, directors assigned to Class I shall be elected to hold office for a term expiringat the first succeeding annual meeting of stockholders thereafter, directors assigned to Class IIshall be elected to hold office for a term expiring at the second succeeding annual meetingthereafter, and directors assigned to Class III shall be elected to hold office for a term expiringat the third succeeding annual meeting thereafter. Thereafter, at each annual meeting ofstockholders of the Corporation, directors of classes the terms of which expire at such annualmeeting shall be elected for terms of three years.     Notwithstanding the foregoing, a director whose term shall expire at any annual meeting shallcontinue to serve until such time as his successor shall have been duly elected and shall havequalified unless his position on the board of directors shall have been abolished by action takento reduce the size of the board of directors prior to said meeting.     Should the number of directors of the Corporation be reduced, the directorship(s) eliminatedshall be allocated among classes as appropriate so that the number of directors in each class is asspecified in the immediately preceding paragraph. The board of directors shall designate, by thename of the incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, nodecrease in the number of directors shall have the effect of shortening the term of any incumbentdirector. Should the number of directors of the Corporation be increased, the additionaldirectorships shall be allocated among classes as appropriate so that the number of directors ineach class is as specified in the immediately preceding paragraph.     Whenever the holders of any one or more series of preferred stock of the Corporation shallhave the right, voting separately as a class, to elect one or more directors of the Corporation,the board of directors shall consist of said directors so elected in addition to the number ofdirectors fixed as provided above in this Article XI. Notwithstanding the foregoing, and except asotherwise may be required by law, whenever the holders of any one or more series of preferred stockof the Corporation shall have the right, voting separately as a class, to elect one or moredirectors of the Corporation, the terms of the director or directors elected by such holders shallexpire at the next succeeding annual meeting of stockholders.**ARTICLE XII****Removal of Directors**     Notwithstanding any other provision of these Articles or the bylaws of the Corporation or theMaryland General Corporation Law, any director or the entire board of directors of the Corporationmay be removed, at any time, only by the affirmative vote of the holders of at least 80% of theoutstanding shares of capital stock of the Corporation entitled to vote generally in the electionof directors (considered for this purpose as one class) cast at a meeting of the stockholderscalled for that purpose. Notwithstanding the foregoing, whenever the holders of any one or moreseries of preferred stock of the Corporation shall have the right, voting separately as a class, toelect one or more directors of the Corporation, the preceding provisions of this Article XII shallnot apply with respect to the director or directors elected by such holders of preferred stock.
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**ARTICLE XIII****Acquisition of Capital Stock**     A. Five-Year Prohibition. For a period of five years from the effective date of thecompletion or the conversion of Cecil Federal Savings Bank from mutual to stock form (which entityshall become a wholly owned subsidiary of the Corporation upon such conversion), no person shalldirectly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of anyclass of equity security of the Corporation, unless such offer or acquisition shall have beenapproved in advance by a majority vote of the Continuing Directors, as defined in Article XIV. Inaddition, for a period of five years from the completion of the conversion of Cecil Federal SavingsBank from mutual to stock form (which-entity shall become a wholly owned subsidiary. of theCorporation upon such conversion), and notwithstanding any provision to the contrary in theseArticles or in the bylaws of the Corporation, where any person directly or indirectly acquiresbeneficial ownership of more than 10% of any class of equity security of the Corporation inviolation of this Article XIII, the securities beneficially owned in excess of 10% shall not becounted as shares entitled to vote, shall not be voted by any person or counted as voting shares inconnection with any matter submitted to the stockholders for a vote, and shall not be counted asoutstanding for purposes of determining a quorum or the affirmative vote necessary to approve anymatter submitted to the stockholders for a vote.     B. Prohibition after Five Years. If, at any time after five years from the effectivedate of the completion of the conversion of Cecil Federal Savings Bank from mutual to stock form(which entity shall become a wholly owned subsidiary of the Corporation upon such conversion), anyperson shall acquire the beneficial ownership of more than 10% of any class of equity security ofthe Corporation without the prior approval by a majority vote of the Continuing Directors, asdefined in Article XIV, then the record holders of voting stock of the Corporation beneficiallyowned by such acquiring person shall have only the voting rights set forth in this paragraph B onany matter requiring the vote or consent of shareholders. With respect to each vote in excess of10% of the voting power of the outstanding shares of voting stock of the Corporation which suchrecord holders would otherwise be entitled to cast without giving effect to this paragraph B, therecord holders in the aggregate shall be entitled to cast only one-hundredth of a vote, and theaggregate voting power of such record holders, so limited for all shares of voting stock of theCorporation beneficially owned by such acquiring person, shall be allocated proportionately amongsuch record holders. For each such record holder, this allocation shall be accomplished bymultiplying the aggregate voting power, as so limited. of the outstanding shares of voting stock ofthe Corporation beneficially owned by such acquiring person by a fraction whose numerator is thenumber of votes represented by the shares of voting stock of the Corporation and whose denominatoris the total number of votes represented by the shares of voting stock of the Corporation that arebeneficially owned by such acquiring person. A person who is a record owner of shares of votingstock of the Corporation that are beneficially owned simultaneously by more than one person shallhave, with respect to such shares, the right to cast the least number of votes that such personwould be entitled to cast under this paragraph B by virtue of such shares being so beneficiallyowned by any of such acquiring persons.     C. Definitions. The term “person” means an individual, a group acting in concert, acorporation, a partnership, an association, a joint stock company, a trust, an unincorporatedorganization or similar company, a syndicate or any other group acting in concert formed for thepurpose of acquiring, holding, voting or disposing of securities of the Corporation. The term“acquire” includes every type of acquisition, whether effected by purchase, exchange, operation oflaw or otherwise. The term group “acting in concert” includes (a) knowing participation in a jointactivity or conscious parallel action towards a common goal whether or not pursuant to an expressagreement, and (b) a combination or pooling of voting or other interest in the Corporation’soutstanding shares for a common purpose, pursuant to any contract, understanding, relationship,agreement or other arrangement, whether written or otherwise. The term “beneficial ownership” shallhave the meaning defined in Rule 13d-3 of the General Rules and Regulations under the Securitiesand Exchange Act of 1934, as in effect on the date of filing of these Articles.     D. Exclusion for Employee Benefit Plans, Directors, Officers, Employees and CertainProxies. The restrictions contained in this Article XIII shall not apply to (i) any underwriteror member of an underwriting or selling group involving a public sale or resale of securities ofthe Corporation or a subsidiary thereof; provided. However, that upon completion of the sale orresale of such securities, no such underwriter or member of such selling group is a beneficialowner of more than 10% of any class of equity security of the
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Corporation. (ii) any proxy granted to one or more Continuing Directors, as defined in ArticleXIV, by a stockholder of the Corporation or (iii) any employee benefit plans of the Corporation. Inaddition, the Continuing Directors of the Corporation, the officers and employees of theCorporation and its subsidiaries, the directors of subsidiaries of the Corporation, the employeebenefit plans of the Corporation and its subsidiaries, entities organized or established by theCorporation or any subsidiary thereof pursuant to the terms of such plans and trustees andfiduciaries with respect to such plans acting in such capacity shall not be deemed to be a groupwith respect to their beneficial ownership of voting stock of the Corporation solely by virtue oftheir being directors, officers or employees of the Corporation or a subsidiary thereof or byvirtue of the Continuing Directors of the Corporation, the officers and employees of theCorporation and its subsidiaries and the directors of subsidiaries of the Corporation beingfiduciaries or beneficiaries of an employee benefit plan of the Corporation or a subsidiary of theCorporation. Notwithstanding the foregoing, no director, officer or employee of the Corporation orany of its subsidiaries or group of any of them shall be exempt from the provisions of this ArticleXIII should any such person or group become a beneficial owner of more than 10% of any class ofequity security of the Corporation,     E. Determinations. A majority of the Continuing Directors, as defined in Article XIV,shall have the power to construe and apply the provisions of this Article XIII and to make alldeterminations necessary or desirable to implement such provisions, including but not limited tomatters with respect to (a) the number of shares beneficially owned by any person, (b) whether aperson has an agreement, arrangement or understanding with another as to the matters referred to inthe definition of beneficial ownership, (c) the application of any other definition or operativeprovision of this Article XIII to the given facts or (d) any other matter relating to theapplicability or effect of this Article XIII. Any constructions, applications, or determinationsmade by the Continuing Directors pursuant to this Article XIII in good faith and on the basis ofsuch information and assistance as was then reasonably available for such purpose shall beconclusive and binding upon the Corporation and its stockholders.**ARTICLE XIV****Approval of Certain Business Combinations**     The stockholder vote required to approve Business Combinations (as hereinafter defined) shallbe as set forth in this section.A. (1) Except as otherwise expressly provided in this Article XIV, the affirmative vote ofthe holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, ifany class or series of shares is entitled to vote thereon separately, the affirmative voteof the holders of at least 80% of the outstanding shares of each such class or series), and(ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall berequired in order to authorize any of the following:     (a) any merger or consolidation of the Corporation with or into a RelatedPerson (as hereinafter defined);     (b) any sale, lease, exchange, transfer or other disposition, including withoutlimitation, a mortgage, or any other capital device, of all or any Substantial Part(as hereinafter defined) of the assets of the Corporation (including withoutlimitation any voting securities of a subsidiary) or of a subsidiary, to a RelatedPerson;     (c) any merger or consolidation of a Related Person with or into theCorporation or a subsidiary of the Corporation;     (d) any sale, lease, exchange, transfer or other disposition of all or anySubstantial Part of the assets of a Related Person to the Corporation or asubsidiary of the Corporation;     (e) the issuance of any securities of the Corporation or a subsidiary of theCorporation to a Related Person;
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     (f) the acquisition by the Corporation or a subsidiary of the Corporation ofany securities of a Related Person;     (g) any reclassification of the common stock of the Corporation. or anyrecapitalization involving the common stock of the Corporation: and     (h) any agreement, contract or other arrangement providing for any of thetransactions described in this Article.     (2) Such affirmative vote shall be required notwithstanding any other provision of thisCertificate, any provision of law, or any agreement with any regulatory agency or nationalsecurities exchange which might otherwise permit a lesser vote or no vote.     (3) The term “Business Combination” as used in this Article XIV shall mean anytransaction which is referred to in anyone or more of subparagraphs A(1)(a) through (h)above.     B. The provisions of paragraph A shall not be applicable to any particular BusinessCombination, and such Business Combination shall require only such affirmative vote as is requiredby any other provision of this certificate, any provision of law, or any agreement with anyregulatory agency or national securities exchange, if the Business Combination shall have beenapproved by a majority vote of the Continuing Directors (as hereinafter defined), provided,however, that such approval shall only be effective if obtained at a meeting at which a ContinuingDirector Quorum (as hereinafter defined) is present.     C. For the purposes of this Article XIV the following definitions apply:     (1) The term “Related Person” shall mean and include (a) any individual, corporation,partnership or other person or entity which together with its “affiliates” (as that term isdefined in Rule 12b-2 of the General Rules and Regulations; under the Securities ExchangeAct of 1934), “beneficially owns” (as that term is defined in Rule 13d-3 of the GeneralRules and Regulations under the Securities Act of 1934) in the aggregate 10% or more of theoutstanding shares of the common stock of the Corporation, and (b) any “affiliate” (as thatterm is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any suchindividual, corporation, partnership or other person or entity.Without limitation, anyshares of the common stock of the Corporation which any Related Person has the right toacquire pursuant to any agreement, or upon exercise or conversion rights, warrants oroptions, or otherwise, shall be deemed “beneficially owned” by such Related Person.     (2) The term “Substantial Part” shall mean more than 25 percent of the total assets ofthe Corporation, as of the end of its most recent fiscal year ending prior to the time thedetermination is made.     (3) The term “Continuing Director” shall mean any member of the board of directors ofthe Corporation who is unaffiliated with the Related Person and was a member of the boardprior to the time that the Related Person became a Related Person, and any successor of aContinuing Director who is unaffiliated with the Related Person and is recommended tosucceed a Continuing Director by a majority of Continuing Directors then on the board.     (4) The term “Continuing Director Quorum” shall mean a majority of the ContinuingDirectors capable of exercising the powers conferred on them.     D. Unless otherwise required by law, the provisions of Sections 3-601 through 3-604 of theMaryland General Corporation Law shall not be applicable to any business combination (as thereindefined), if the business combination shall have been approved by a majority vote of the ContinuingDirectors (as hereinabove defined), provided, however, that such approval shall only be effectiveif obtained at a meeting at which a Continuing Director Quorum (as hereinabove defined) is present.
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**ARTICLE XV****Evaluation of Business Combinations**     In connection with the exercise of its judgment in determining what is in the best interestsof the Corporation and of the stockholders, when evaluating a Business Combination (as defined inArticle XIV hereof) or a tender or exchange offer, the board of directors of the Corporation shall,in addition to considering the adequacy of the amount to be paid in connection with any suchtransaction, consider all of the following factors and any other factors which it deems relevant;(i) the social and economic effects of the transaction on the Corporation and its subsidiaries,employees, depositors, loan and other customers, creditors and other elements of the communities inwhich the Corporation and its subsidiaries operate or are located; (ii) the business and financialcondition and earnings prospects of the acquiring person or entity, including, but not limited to,debt service and other existing financial obligations, financial obligations to be incurred inconnection with the acquisition, and other likely financial obligations of the acquiring person orentity, and the possible effect of such conditions upon the Corporation and its subsidiaries andthe other elements of the communities in which the Corporation and its subsidiaries operate or arelocated; and (iii) the competence, experience, and integrity of the acquiring person or entitiesand its or their management.**ARTICLE XVI****Limitation of Officers’ and Directors’ Liability**     An officer or director of the Corporation, as such, shall not be liable to the Corporation orits stockholders for money damages, except (i) to the extent that it is proved that the personactually received an improper benefit or profit in money, property or services for the amount ofthe benefit or profit in money, property or services actually received; (ii) to the extent that ajudgment or other final adjudication adverse to the person is entered in a proceeding based on afinding in the proceeding that the person’s action, or failure to act, was the result of active anddeliberate dishonesty and was material to the cause of action adjudicated in the proceeding; or(iii) to the extent otherwise required by Maryland law. If Maryland law is amended to furthereliminate or limit the personal liability of officers and directors, then the liability of officersand directors of the Corporation shall be eliminated or limited to the fullest extent permitted byMaryland law, as so amended.     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporationshall not adversely affect any right or protection of a director of the Corporation existing at thetime of such repeal or modification.**ARTICLE XVII****Indemnification**     The Corporation shall indemnify, to the fullest extent permissible under the Maryland GeneralCorporation Law, any individual who is or was a director, officer, employee or agent of theCorporation, and any individual who serves or served at the Corporation’s request as a director,officer, partner, trustee, employee or agent of another corporation, partnership, joint venture,trust, other enterprise or employee benefit plan, in any proceeding in which the individual is madea party as a result of his service in such capacity.     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporationshall not adversely affect any right or protection of a director of the Corporation existing at thetime of such repeal or modification.**ARTICLE XVIII****Amendment of Bylaws**     In furtherance and not in limitation of the powers conferred by statute, the board ofdirectors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind thebylaws of the Corporation.
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Notwithstanding any other provision of these Articles or the bylaws of the Corporation (andnotwithstanding the fact that some lesser percentage may be specified by law), the bylaws shall notbe made, repealed, altered, amended or rescinded by the stockholders of the Corporation except bythe vote of the holders of not less than 80% of the outstanding shares of capital stock of theCorporation entitled to vote generally in the election of directors (considered for this purpose asone class) cast at a meeting of the stockholders called for that purpose (provided that notice ofsuch proposed adoption, repeal, alteration, amendment or rescission is included in the notice ofsuch meeting), or, as set forth above, by the board of directors.**ARTICLE XIX****Amendment of Articles of Incorporation**     The Corporation reserves the right to repeal, alter, amend or rescind any provision containedin these Articles in the manner now or hereafter prescribed by law, and all rights conferred onstockholders herein are granted subject to this reservation. Notwithstanding the foregoing, theprovisions set forth in Articles IX, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, and this ArticleXIX of these Articles may not be repealed, altered, amended or rescinded in any respect unless thesame is approved by the affirmative vote of the holders of not less than 80% of the outstandingshares of capital stock of the Corporation entitled to vote generally in the election of directors(considered for this purpose is a single class) cast at a meeting of the stockholders called forthat purpose (provided that notice of such proposed adoption, repeal, alteration, amendment orrescission is included in the notice of such meeting); except that such repeal, alteration,amendment or rescission may be made by the affirmative vote of the holders of two-thirds of theoutstanding shares of capital stock of the Corporation entitled to vote generally in the electionof directors (considered for this purpose as a single class) if the same is first approved by amajority of the Continuing Directors, as defined in Article XIV of these Articles.
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