EXHIBIT
3.1
    Effective
as of March 13, 2009







ARTICLES
OF INCORPORATION


OF


RIVER
VALLEY BANCORP






ARTICLE
1


Name




The name
of the Corporation is River Valley Bancorp.




ARTICLE
2


Purposes
and Powers




Section
2.01  Purposes. The
purposes for which the Corporation is formed are the transaction of any or all
lawful business for which corporations may be incorporated under the Indiana
Business Corporation Law, as the same may, from time to time, be amended (the
“Act”).




Section
2.02  Powers. The
Corporation shall have the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, including without
limitation, all the powers specifically enumerated in the Act.




ARTICLE
3


Term
of Existence




The
period during which the Corporation shall continue is perpetual.




ARTICLE
4


Registered
Office and Resident Agent




The
street address of the registered office of the Corporation is:




303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250





and the
name and business office address of its registered agent in charge of such
office are:




James
      E. Fritz
              303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250





ARTICLE
5


Number
of Shares




The total
number of shares which the Corporation shall have authority to issue is Seven
Million (7,000,000) shares, all of which are without par value.




1




ARTICLE
6


Terms
of Shares




Section
6.01  Designation
of Classes, Number and Par Value of Shares. The
shares of authorized capital shall be divided into Two Million (2,000,000)
shares of Preferred Stock, without par value, as hereinafter provided
(“Preferred Stock”), and Five Million (5,000,000) shares of Common Stock,
without par value (“Common Stock”), as hereinafter provided.




Section
6.02  Rights,
Privileges, Limitations and Restrictions of Preferred
Stock. The Board
of Directors of the Corporation is vested with authority to determine and state
the designations and the relative preferences, limitations, voting rights, if
any, and other rights of the Preferred Stock and of each series of Preferred
Stock by the adoption and filing in accordance with the Act, before the issuance
of any shares of such Preferred Stock or series of Preferred Stock, of an
amendment or amendments to these Articles of Incorporation as the same may, from
time to time, be amended, determining the terms of such Preferred Stock or
series of Preferred Stock (“Preferred Stock Designation”). All shares of
Preferred Stock of the same series shall be identical with each other in all
respects. The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of Directors, after giving effect to the provisions in
Article 11 hereof (“Voting Stock”), voting as a single class, without a separate
vote of the holders of the Preferred Stock or any series thereof, unless a vote
of any such holders is required pursuant to the Preferred Stock
Designation.




Section
6.03  Rights,
Privileges, Limitations and Restrictions of Common Stock.




Clause
6.031.  Single
Class. The
shares of Common Stock shall constitute a separate and single class and shall
not be issued in series. All shares of Common Stock shall be identical with each
other in all respects.




Clause
6.032.  Liquidation. In the
event of any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation, the holders of the shares of Common Stock shall be entitled,
after payment or provision for payment of the debts and other liabilities of the
Corporation and of all shares of stock having priority over the Common Stock, in
the event of voluntary or involuntary liquidation, dissolution or winding up, to
share ratably in the remaining net assets of the Corporation.




Clause
6.033.  Voting
Rights. Every
holder of shares of Common Stock shall have the right, at every Shareholders’
meeting, to one vote for each share of Common Stock standing in his name on the
books of the Corporation, except as otherwise provided in the Act.




Section 6.04  Issuance
of Shares. The Board
of Directors has authority to authorize and direct the issuance by the
Corporation of shares of Preferred Stock and Common Stock at such times, in such
amounts, to such persons, for such considerations and upon such terms and
conditions as it may, from time to time, determine upon, subject only to the
restrictions, limitations, conditions and requirements imposed by the Act, other
applicable laws and these Articles of Incorporation, as the same may, from time
to time, be amended.




2




Section
6.05  Distributions
Upon Shares. The Board
of Directors has authority to authorize and direct the payment of dividends and
the making of other distributions by the Corporation in respect of the issued
and outstanding shares of Preferred Stock and Common Stock (i) at such times, in
such amount and forms, from such sources and upon such terms and conditions as
it may, from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Act, other applicable
laws and these Articles of Incorporation, as the same may, from time to time, be
amended, and (ii) in shares of the same class or series or in shares of any
other class or series without obtaining the affirmative vote or the written
consent of the holders of the shares of the class or series in which the payment
or distribution is to be made.




Section
6.06  Acquisition
of Shares. The
Board of Directors has authority to authorize and direct the acquisition by the
Corporation of the issued and outstanding shares of Preferred Stock and Common
Stock at such times, in such amounts, from such persons, for such
considerations, from such sources and upon such terms and conditions as it may,
from time to time, determine upon, subject only to the restrictions,
limitations, conditions and requirements imposed by the Act, other applicable
laws and these Articles of Incorporation, as the same may, from time to time, be
amended.




Section
6.07  Recognition
Procedure for Beneficial Ownership of Shares or Rights. The
Board of Directors may establish in the Code of By-Laws of the Corporation a
recognition procedure by which the beneficial owner of any share or right of the
Corporation that is registered on the books of the Corporation in the name of a
nominee is recognized by the Corporation, to the extent provided in any such
recognition procedure, as the owner thereof.




Section
6.08  Disclosure
Procedure for Beneficial Ownership of Shares or Rights. The
Board of Directors may establish in the Corporation’s Code of By-Laws a
disclosure procedure by which the name of the beneficial owner of any share or
right of the Corporation that is registered on the books of the Corporation in
the name of a nominee shall, to the extent not prohibited by the Act or other
applicable laws, be disclosed to the Corporation. Any disclosure procedure
established by the Board of Directors may include reasonable sanctions to ensure
compliance therewith, including without limitation (i) prohibiting the voting
of, (ii) providing for mandatory or optional reacquisition by the Corporation
of, and (iii) the withholding or payment into escrow of any dividend or other
distribution in respect of, any share or right of the Corporation as to which
the name of the beneficial owner is not disclosed to the Corporation as required
by such disclosure procedure.




Section
6.09  No
Pre-emptive Rights. The
holders of the Common Stock and the holders of the Preferred Stock or any series
of the Preferred Stock shall have no pre-emptive rights to subscribe to or
purchase any shares of Common Stock, Preferred Stock or other securities of the
Corporation.




Section
6.10  Record
Ownership of Shares or Rights. The
Corporation, to the extent permitted by law, shall be entitled to treat the
person in whose name any share or right of the Corporation is registered on the
books of the Corporation as the owner thereof for all purposes, and shall not be
bound to recognize any equitable or any other claim to, or interest in, such
share or right on the part of any other person, whether or not the Corporation
shall have notice thereof.






3




ARTICLE
7


Directors




Section
7.01  Number. The
number of Directors of the Corporation shall not be less than five (5) nor more
than fifteen (15), as may be specified from time to time by resolution adopted
by a majority of the total number of the Corporation’s Directors. If and
whenever the Board of Directors has not specified the number of Directors, the
number shall be six (6). The terms of the initial directors of the Corporation
shall expire at the first Annual Meeting of Shareholders of the Corporation. At
that meeting, the directors elected by the Shareholders shall be divided into
three (3) classes, as nearly equal in number as possible, with the term of
office of the first class to expire at the Annual Meeting of Shareholders held
following the fiscal year ended December 31, 1997, the term of office of the
second class to expire at the Annual Meeting of Shareholders held following the
fiscal year ended December 31, 1998, and the term of office of the third class
to expire at the Annual Meeting of Shareholders held following the fiscal year
ended December 31, 1999. At each Annual Meeting of Shareholders following such
initial classification, Directors elected by the Shareholders to succeed those
Directors whose term expires shall be elected for a term of office to expire at
the third succeeding Annual Meeting of Shareholders after their election. Each
Director shall hold office until his successor is chosen and qualified.
Directors need not be Shareholders of the Corporation. There shall be no
cumulative voting by Shareholders of any class or series in the election of
Directors of the Corporation.




Section
7.02  Vacancies. Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
newly-created directorships resulting from any increase in the authorized number
of Directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
shall be filled only by a majority vote of the Continuing Directors, as defined
in Section 11.02 of Article 11 hereof, although less than a quorum of the Board
of Directors. Directors so chosen shall hold office for a term expiring at the
Annual Meeting of Shareholders at which the term of the class to which they have
been elected expires. No decrease in the number of authorized Directors
constituting the entire Board of Directors shall shorten the term of any
incumbent Director.




Section
7.03  Removal. Subject
to the rights of the holders of any series of Preferred Stock then outstanding,
any Director, or the entire Board of Directors, may be removed from office at
any time, but only for cause and only by the affirmative vote of the holders of
at least 80% of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of Directors, voting together as a
single class. For purposes of this section, removal for cause shall be limited
to the grounds then specifically enumerated in 12 C.F.R. § 563.39 (or any
successor provision) with respect to termination for cause.




Section
7.04  Shareholder
Nomination of Director Candidates and Introduction of
Business. Advance
notice of Shareholder nominations for the election of Directors and of business
to be brought by Shareholders before any meeting of the Shareholders of the
Corporation shall be given in the manner provided in the Corporation’s Code of
By-Laws.




Section
7.05  Calling
of Special Shareholder Meetings. Special
meetings of the Shareholders of the Corporation may only be called by the
Chairman of the Board of Directors or by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of Directors of the
Corporation.






4




Section
7.06  Code
of By-Laws. The
Board of Directors of the Corporation shall have power, without the assent or
vote of the Shareholders, to make, alter, amend or repeal the Code of By-Laws of
the Corporation by the affirmative vote of a number of Directors equal to a
majority of the number who constitute a full Board of Directors at the time of
such action. Shareholders shall not have any power to make, alter, amend or
repeal the Corporation’s Code of By-Laws.




Section
7.07  Factors
to be Considered by Board. In
addition to any other considerations which the Board of Directors may lawfully
take into account, in determining whether to take or to refrain from taking
corporate action on any matter, including making or declining to make any
recommendation to the Shareholders of the Corporation, the Board of Directors
may in its discretion consider the long-term as well as short-term best
interests of the Corporation (including the possibility that these interests may
be best served by the continued independence of the Corporation), taking into
account, and weighing as the Directors deem appropriate, the social and economic
effects of such action on present and future employees, suppliers, customers of
the Corporation and its subsidiaries (including account holders and borrowers of
any of the Corporation’s subsidiaries), the effect upon communities in which
offices or other facilities of the Corporation are located, and the effect on
the Corporation’s ability to fulfill its corporate obligations as a savings and
loan holding company or a bank holding company and on the ability of any of its
subsidiary financial institutions to fulfill the objectives of a financial
institution under applicable statutes and regulations, and any other factors the
Directors consider pertinent.




Section
7.08  Authorized
Board Actions. In
furtherance and not in limitation of the powers conferred by law or in these
Articles of Incorporation, as the same may, from time to time, be amended, the
Board of Directors (and any committee of the Board of Directors) is expressly
authorized, to the extent permitted by law, to take such action or actions as
the Board or such committee may determine to be reasonably necessary or
desirable to (A) encourage any person (as defined in Section 12.03, Clause
12.031 hereof) to enter into negotiations with the Board of Directors and
management of the Corporation with respect to any transaction which may result
in a change in control of the Corporation which is proposed or initiated by such
person or (B) contest or oppose any such transaction which the Board of
Directors or such committee determines to be unfair, abusive or otherwise
undesirable with respect to the Corporation and its business, assets or
properties or the Shareholders of the Corporation, including, without
limitation, the adoption of such plans or the issuance of such rights, options,
capital stock, notes, debentures or other evidences of indebtedness or other
securities of the Corporation (which issuance may be with or without
consideration, and may (but need not) be issued pro rata), which rights,
options, capital stock, notes, evidences of indebtedness and other securities
(i) may be exchangeable for or convertible into cash or other securities on such
terms and conditions as may be determined by the Board or such committee and
(ii) may provide for the treatment of any holder or class of holders thereof
designated by the Board of Directors or any such committee in respect of the
terms, conditions, provisions and rights of such securities which is different
from, and unequal to, the terms, conditions, provisions and rights applicable to
all other holders thereof.




Section
7.09  Amendment,
Repeal. Notwithstanding
anything contained in the Articles of Incorporation or the Code of By-Laws of
the Corporation to the contrary and notwithstanding that a lesser percentage or
no vote may be specified by law, but in addition to any affirmative






5




vote of
the holders of any particular class or series of capital stock of the
Corporation required by law or any Preferred Stock Designation, the affirmative
vote of the holders of at least 80% of the voting power of all of the
then-outstanding shares of Voting Stock, voting together as a single class,
shall be required to alter, amend, change or repeal this Article 7.






ARTICLE
8


Initial
Directors




The names
and post office addresses of the initial Board of Directors of the Corporation
are as follows:




Name
            
            Post Office AddressRobert
      W. Anger
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250Cecil
      L. Dorten
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250James
      E. Fritz
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250Michael
      J. Hensley
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250Earl
      W. Johann
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250Fred
      W. Koehler
            
            303
      Clifty Drive
              P.O.
      Box 626
              Madison,
      Indiana 47250





6





ARTICLE
9


Incorporator




The name
and post office address of the Incorporator of the Corporation are as
follows:




Claudia
      V. Swhier, Esq.
              Barnes
      & Thornburg
              1313
      Merchants Bank Building
              11
      South Meridian Street
              Indianapolis,
      Indiana 46204







ARTICLE
10


Provisions
for Regulation of Business and Conduct


of
Affairs of Corporation




Section
10.01  Amendments
of Articles of Incorporation. Except
as otherwise provided in Articles 7, 11, and 12 hereof, the Corporation reserves
the right to increase or decrease the number of its authorized shares, or any
class or series thereof, and to reclassify the same, and to amend, alter, change
or repeal any provision contained in these Articles of Incorporation, or any
amendment hereto, or to add any provision to these Articles of Incorporation or
to any amendment hereto, in any manner now or hereafter prescribed or permitted
by the Act or any other applicable laws, and all rights and powers conferred
upon Shareholders, Directors and/or Officers in these Articles of Incorporation,
or any amendment hereto, are granted subject to this reserve power. No
Shareholder has a vested property right resulting from any provision in these
Articles of Incorporation, or any amendment hereto, or authorized to be in the
Code of By-Laws of the Corporation or these Articles of Incorporation by the
Act, including, without limitation, provisions relating to management, control,
capital structure, dividend entitlement, or purpose or duration of the
Corporation.




Section
10.02  Action
by Shareholders. Meetings
of the Shareholders of the Corporation shall be held at such place, within or
without the State of Indiana, as may be specified in the Code of By-Laws of the
Corporation or in the respective notices, or waivers of notice, thereof. Any
action required or permitted to be taken at any meeting of the Shareholders may
be taken without a meeting if a consent in writing setting forth the action so
taken is signed by all the Shareholders entitled to vote with respect thereto,
and such written consent is filed with the minutes of the proceedings of the
Shareholders.




Section
10.03  Action
by Directors. Meetings
of the Board of Directors of the Corporation or any committee thereof shall be
held at such place, within or without the State of Indiana, as may be specified
in the Code of By-Laws of the Corporation or in the respective notices, or
waivers of notice, thereof. Any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if a consent in writing setting forth the action so taken is
signed by all members of the Board of Directors or of such committee, as the
case may be, and such written consent is filed with the minutes of the
proceedings of such Board or committee.




Section
10.04  Places
of Keeping of Corporate Records. The
Corporation shall keep at its principal office a copy of (1) its Articles of
Incorporation, and all amendments thereto currently






7




in
effect; (2) its Code of By-Laws, and all amendments thereto currently in effect;
(3) minutes of all meetings of the Shareholders and records of all actions taken
by the Shareholders without a meeting (collectively, “Shareholders Minutes”) for
the prior three years; (4) all written communications by the Corporation to the
Shareholders including the financial statements furnished by the Corporation to
the Shareholders (“Shareholder Communications”) for the prior three years; (5) a
list of the names and business addresses of the current Directors and the
current Officers of the Corporation; and (6) the most recent Annual Report of
the Corporation as filed with the Secretary of State of Indiana. The Corporation
shall also keep and maintain at its principal office, or at such other place or
places within or without the State of Indiana as may be provided, from time to
time, in the Code of By-Laws, (1) minutes of all meetings of the Board of
Directors and of each committee of such Board, and records of all actions taken
by the Board of Directors and by each committee without a meeting; (2)
appropriate accounting records of the Corporation; (3) a record of the
Shareholders in a form that permits preparation of a list of the names and
addresses of all the Shareholders, in alphabetical order, stating the number of
shares held by each Shareholder; and (4) Shareholders Minutes for periods
preceding the prior three years. All of the records of the Corporation described
in this Section 10.04 (collectively, the “Corporate Records”) shall be
maintained in written form or in another form capable of conversion into written
form within a reasonable time.




Section
10.05  Limitation
of Liability and Reliance on Corporate Records and Other
Information.




Clause
10.051.  General
Limitation. No
Director, member of any committee of the Board of Directors, or of another
committee appointed by the Board, Officer, employee or agent of the Corporation
(“Corporate Person”) shall be liable for any loss or damage if, in taking or
omitting to take any action causing such loss or damage, either (1) such
Corporate Person acted (A) in good faith, (B) with the care an ordinarily
prudent person in a like position would have exercised under similar
circumstances, and (C) in a manner such Corporate Person reasonably believed was
in the best interests of the Corporation, or (2) such Corporate Person’s breach
of or failure to act in accordance with the standards of conduct set forth in
Clause 10.051(1) above (the “Standards of Conduct”) did not constitute willful
misconduct or recklessness.




Clause
10.052.  Reliance
on Corporate Records and Other Information. Any
“Corporate Person” shall be fully protected, and shall be deemed to have
complied with the Standards of Conduct, in relying in good faith, with respect
to any information contained therein, upon (1) the Corporate Records, or (2)
information, opinions, reports or statements (including financial statements and
other financial data) prepared or presented by (A) one or more other Corporate
Persons whom such Corporate Person reasonably believes to be competent in the
matters presented, (B) legal counsel, public accountants or other persons as to
matters that such Corporate Person reasonably believes are within such person’s
professional or expert competence, (C) a committee of the Board of Directors or
other committee appointed by the Board of Directors, of which such Corporate
Person is not a member, if such Corporate Person reasonably believes such
committee of the Board of Directors or such appointed committee merits
confidence, or (D) the Board of Directors, if such Corporate Person is not a
Director and reasonably believes that the Board merits confidence.






8




Section
10.06  Interest
of Directors in Contracts. Any
contract or other transaction between the Corporation and (i) any Director, or
(ii) any corporation, unincorporated association, business trust, estate,
partnership, trust, joint venture, individual or other legal entity (“Legal
Entity”) (A) in which any Director has a material financial interest or is a
general partner, or (B) of which any Director is a director, officer, or trustee
(collectively, a “Conflict Transaction”), shall be valid for all purposes, if
the material facts of the Conflict Transaction and the Director’s interest were
disclosed or known to the Board of Directors, a committee of the Board of
Directors with authority to act thereon, or the Shareholders entitled to vote
thereon, and the Board of Directors, such committee or such Shareholders
authorized, approved or ratified the Conflict Transaction. A Conflict
Transaction is authorized, approved or ratified:




(1)  By the
Board of Directors or such committee, if it receives the affirmative vote of a
majority of the Directors who have no interest in the Conflict Transaction,
notwithstanding the fact that such majority may not constitute a quorum or a
majority of the Board of Directors or such committee or a majority of the
Directors present at the meeting, and notwithstanding the presence or vote of
any Director who does have such an interest; provided, however, that no Conflict
Transaction may be authorized, approved or ratified by a single Director;
and




(2)  By such
Shareholders, if it receives the vote of a majority of the shares entitled to be
counted, in which vote shares owned or voted under the control of any Director
who, or of any Legal Entity that, has an interest in the Conflict Transaction
may be counted; provided, however, that a majority of such shares, whether or
not present, shall constitute a quorum for the purpose of authorizing, approving
or ratifying a Conflict Transaction.




This
Section 10.06 shall not be construed to require authorization, ratification or
approval by the Shareholders of any Conflict Transaction, or to invalidate any
Conflict Transaction, that would otherwise be valid under the common and
statutory law applicable thereto.




Section
10.07  Compensation
of Directors. The
Board of Directors is hereby specifically authorized, in and by the Code of
By-Laws of the Corporation, or by resolution duly adopted by such Board, to make
provision for reasonable compensation to its members for their services as
Directors, and to fix the basis and conditions upon which such compensation
shall be paid. Any Director of the Corporation may also serve the Corporation in
any other capacity and receive compensation therefor in any form.




Section
10.08  Direction
of Purposes and Exercise of Powers by Directors. The
Board of Directors, subject to any specific limitations or restrictions imposed
by the Act or these Articles of Incorporation, as the same may, from time to
time, be amended, shall direct the carrying out of the purposes and exercise the
powers of the Corporation, without previous authorization or subsequent approval
by the Shareholders of the Corporation.






ARTICLE
11


Certain
Limitations




Section
11.01  Certain
Limitations. Notwithstanding
anything contained in these Articles of Incorporation or the Corporation’s Code
of By-Laws to the contrary, the following provisions shall apply:






9




No person
shall directly or indirectly offer to acquire or acquire the beneficial
ownership of more than ten percent (10%) of any class of common stock of the
Corporation. This limitation shall not apply to the purchase of shares by
underwriters in connection with a public offering or to the purchase of shares
by a defined benefit or defined contribution employee benefit plan such as an
employee stock ownership plan, stock bonus plan, profit-sharing plan or other
plan, which, with its related trust, meets the requirements to be “qualified”
under Section 401 of the Internal Revenue Code of 1986, as amended.




In the
event shares are acquired in violation of this Section 11.01, 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 11.01, the
term “person” shall have the meaning set forth in Section 12.03, Clause 12.031
hereof. 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. The term “acquire”
includes every type of acquisition, whether effected by purchase, exchange,
operation of law or otherwise. 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 arrangement, whether written or otherwise.




For
purposes of determining the beneficial ownership limitation imposed by this
Section 11.01, warrants, options, obligations or securities convertible into
common stock of the Corporation and other similar interests shall be treated as
having been exercised or converted into such common stock.




Section
11.02  Amendment
of Article 11. Notwithstanding
anything elsewhere in these Articles of Incorporation or in the Corporation’s
Code of By-Laws to the contrary and notwithstanding that a lesser percentage or
no vote may be specified by law, but in addition to any affirmative vote of the
holders of any particular class or series of capital stock of the Corporation
required by law or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80% of the total voting power of all of the then-outstanding
shares of Voting Stock, voting as a single class, shall be required to alter,
amend or repeal this Article 11, unless at least two-thirds of the Continuing
Directors (as defined below in this Section 11.02) shall have approved the
proposed changes prior to their submission to Shareholders for their vote (in
which case a favorable vote of the percentage of the total votes eligible to be
cast required by the Act or other applicable law shall be required). For
purposes of this Section 11.02, a “Continuing Director” shall mean any Director
then serving as such who was a member of the Corporation’s Board of Directors on
May 24, 1996, or was recommended for appointment or election (before such
person’s initial assumption of office as a Director) by a majority of the
Continuing Directors then on the Board.




10


ARTICLE
12


Provisions
for Certain Business Combinations




Section
12.01  Vote
Required.




Clause
12.011.  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 Section 12.02 of
this Article 12:




1.
            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




2.
            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
      equaling or exceeding 25% or more of the combined assets of the
      Corporation and its Subsidiaries;
or




3.
            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 equaling or exceeding 25% of the combined assets of the
      Corporation and its Subsidiaries except pursuant to an employee benefit
      plan of the Corporation or any Subsidiary thereof;
  or




4.
            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




5.
            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 any Interested Shareholder)
      which has the effect, directly or indirectly, of increasing the
      proportionate share of the outstanding shares of any class or series of
      equity or convertible securities of the Corporation or any Subsidiary
      which is Beneficially Owned (as hereinafter defined) directly or
      indirectly by any Interested Shareholder or any Affiliate of any
      Interested Shareholder;




shall
require the affirmative vote of the holders of at least 80% of the voting power
of all of the then-outstanding shares of Voting Stock, voting together as a
single class. Such affirmative vote shall be required notwithstanding that any
other provisions of these Articles of Incorporation, or any provision of law, or
any Preferred Stock Designation, or any agreement with any national securities
exchange or otherwise might otherwise permit a lesser vote or no
vote.






11




Clause
12.012.  Definition
of “Business Combination. ” The
term “Business Combination” as used in this Article 12 shall mean any
transaction which is referred to in any one or more of paragraphs (1) through
(5) of Clause 12.011 of this Section 12.01.




Section
12.02  When
Higher Vote is Not Required. The
provisions of Section 12.01 of this Article 12 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, and any Preferred Stock Designation, if, in the
case of a Business Combination that does not involve any cash or other
consideration being received by the Shareholders of the Corporation, solely in
their capacity as Shareholders of the Corporation, the condition specified in
the following Clause 12.021 is met or, in the case of any other Business
Combination, the conditions specified in either of the following Clause 12.021
or 12.022 are met:




Clause
12.021.  Approval
by Continuing Directors. The
Business Combination shall have been approved by a majority of the Continuing
Directors (as hereinafter defined); provided, however, that this condition shall
not be capable of satisfaction unless there are at least three Continuing
Directors.




Clause
12.022.  Price
and Procedure Requirements. All
of the following conditions shall have been met:




1.
            The
      consideration to be received by holders of shares of a particular class
      (or series) of outstanding capital stock (including Common Stock) shall be
      in cash or in the same form as the Interested Shareholder or any of its
      Affiliates has previously paid for shares of such class (or series) of
      capital stock. If the Interested Shareholder or any of its Affiliates has
      paid for shares of any class (or series) of capital stock with varying
      forms of consideration, the form of consideration to be received per share
      by holders of shares of such class (or series) of capital stock shall be
      either cash or the form used to acquire the largest number of shares of
      such class (or series) of capital stock previously acquired by the
      Interested Shareholder.




2.
            The
      aggregate amount of (x) the cash and (y) the Fair Market Value as of the
      date (the “Consummation Date”) of the consummation of the Business
      Combination, of the 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 higher of the following (in each case appropriately adjusted
      in the event of any stock dividend, stock split, combination of shares or
      similar event):




A.
            (if
      applicable) the highest per share price (including any brokerage
      commissions, transfer taxes and soliciting dealers’ fees) paid by the
      Interested Shareholder or any of its Affiliates for any shares of Common
      Stock acquired by them within the two-year period immediately prior to the
      date of the first public announcement of the proposal of the Business
      Combination (the “Announcement Date”) or in any transaction in which the
      Interested Shareholder became an Interested Shareholder, whichever is
      higher; and






12




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 (the “Determination Date”), whichever is
    higher.




3.
            The
      aggregate amount of (x) the cash and (y) the Fair Market Value, as of the
      Consummation Date, of the consideration other than cash to be received per
      share by holders of shares of any class (or series), other than Common
      Stock, of outstanding capital stock of the Corporation shall be at least
      equal to the highest of the following (in each case appropriately adjusted
      in the event of any stock dividend, stock split, combination of shares or
      similar event), it being intended that the requirements of this
      subparagraph (3) shall be required to be met with respect to every such
      class (or series) of outstanding capital stock whether or not the
      Interested Shareholder or any of its Affiliates has previously acquired
      any shares of a particular class (or series) of capital
    stock:




A.
            (if
      applicable) the highest per share price (including any brokerage
      commissions, transfer taxes and soliciting dealers’ fees) paid by the
      Interested Shareholder or any of its Affiliates for any shares of such
      class (or series) of capital stock acquired by them within the two-year
      period immediately prior to the Announcement Date or in any transaction in
      which it became an Interested Shareholder, whichever is
      higher;




B.
            the
      Fair Market Value per share of such class (or series) of capital stock on
      the Announcement Date or on the Determination Date, whichever is higher;
      and




C.
            (if
      applicable) the highest preferential amount per share, if any, to which
      the holders of shares of such class (or series) of capital stock would be
      entitled in the event of any voluntary or involuntary liquidation,
      dissolution or winding up of the
Corporation.




4.
            After
      such Interested Shareholder has become an Interested Shareholder and prior
      to the consummation of such Business Combination: (a) except as approved
      by a majority of the Continuing Directors, there shall have been no
      failure to declare and pay at the regular date therefor any full quarterly
      dividends (whether or not cumulative) on any outstanding Preferred Stock;
      (b) there shall have been (I) no reduction in the annual rate of dividends
      paid on the Common Stock (except as necessary to reflect any subdivision
      of the Common Stock), except as approved by a majority of the Continuing
      Directors, and (II) 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 the Common
      Stock, unless the failure so to increase such annual rate is approved by a
      majority of the Continuing Directors; and (c) neither such Interested
      Shareholder nor any of its Affiliates shall have 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; provided, however, that no approval by Continuing
      Directors shall satisfy the requirements of this subparagraph (4) unless
      at the time of such approval there are at least three Continuing
      Directors.






13




5.
            After
      such Interested Shareholder has become an Interested Shareholder, such
      Interested Shareholder and any of its Affiliates shall not have received
      the benefit, directly or indirectly (except proportionately, solely in
      such Interested Shareholder’s or Affiliate’s capacity as a Shareholder of
      the Corporation), 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.




6.
            A
      proxy or information statement describing the proposed Business
      Combination and complying with the requirements of the Securities Exchange
      Act of 1934, as amended, and the rules and regulations thereunder (or any
      subsequent provisions replacing such Act, rules or regulations) shall be
      mailed to all Shareholders of the Corporation at least 30 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).




7.
            Such
      Interested Shareholder shall have provided the Corporation with such
      information as shall have been requested pursuant to Section 12.05 of this
      Article 12 within the time period set forth
  therein.




Section
12.03  Certain
Definitions. For
the purposes of this Article 12:




Clause
12.031.  A
“person” shall include an individual, a group acting in concert, a corporation,
a partnership, an association, a joint venture, a pool, 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
securities.




Clause
12.032.  “Interested
Shareholder” means any person (other than the Corporation or any Subsidiary) who
or which:




1.
            is
      the beneficial owner (as hereinafter defined), directly or indirectly, of
      ten percent or more of the voting power of the outstanding Voting Stock;
      or




2.
            is
      an Affiliate or an Associate 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 ten percent or more of the
      voting power of the then outstanding Voting Stock;
  or




3.
            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, as
    amended.




Clause
12.033.  A person shall be a
“beneficial owner” of, or shall “Beneficially Own,” any Voting
Stock:






14




1.
            which
      such person or any of its Affiliates or Associates (as hereinafter
      defined) beneficially owns, directly or indirectly within the meaning of
      Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on May
      24, 1996; or




2.
            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 (but neither such person nor any such
      Affiliate or Associate shall be deemed to be the beneficial owner of any
      shares of Voting Stock solely by reason of a revocable proxy granted for a
      particular meeting of Shareholders, pursuant to a public solicitation of
      proxies for such meeting, and with respect to which shares neither such
      person nor any such Affiliate or Associate is otherwise deemed the
      beneficial owner); or




3.
            which
      are beneficially owned, directly or indirectly, within the meaning of Rule
      13d-3 under the Securities Exchange Act of 1934, as in effect on May 24,
      1996, 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 (other than solely by reason of a
      revocable proxy as described in subparagraph (2) of this Clause 12.033) or
      disposing of any shares of Voting Stock; provided, however, that in the
      case of any employee stock ownership or similar plan of the Corporation or
      of any Subsidiary in which the beneficiaries thereof possess the right to
      vote any shares of Voting Stock held by such plan, no such plan nor any
      trustee with respect thereto (nor any Affiliate of such trustee), solely
      by reason of such capacity of such trustee, shall be deemed, for any
      purpose hereof, to beneficially own any shares of Voting Stock held under
      any such plan.




Clause
12.034.  For the
purposes of determining whether a person is an Interested Shareholder pursuant
to Clause 12. 032 of
this Section 12.03, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of Clause
12.033 of this Section 12.03 but shall not include any other unissued 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.




Clause
12.035.  “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, as in
effect on May 24, 1996.




Clause
12.036.  “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 Clause
12. 032 of
this Section 12.03, 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.






15




Clause
12.037.  “Continuing
Director” for purposes of this Article 12 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 prior to the time that the Interested Shareholder
became an Interested Shareholder, and any director who is thereafter chosen to
fill any vacancy on the Board of Directors or who is elected and who, in either
event, is unaffiliated with the Interested Shareholder and in connection with
his or her initial assumption of office is recommended for appointment or
election by a majority of Continuing Directors then on the Board.




Clause
12.038.  “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 Composite Tape for New York Stock Exchange-Listed Stocks,
or, if such stock is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Securities Exchange Act
of 1934, as amended, 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 System 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 in accordance with Section 12.04 of this
Article 12, in each case with respect to any class of stock, appropriately
adjusted for any dividend or distribution in shares of such stock or any
combination or reclassification of outstanding shares of such stock into a
smaller number of shares of such stock; and (ii) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as determined by the Board in accordance with Section 12.04 of this
Article 12.




Clause
12.039.  Reference
to “highest per share price” shall in each case with respect to any class of
stock reflect an appropriate adjustment for any dividend or distribution in
shares of such stock or any stock split or reclassification of outstanding
shares of such stock into a greater number of shares of such stock or any
combination or reclassification of outstanding shares of such stock into a
smaller number of shares of such stock.




Clause
12.0310.  In the
event of any Business Combination in which the Corporation survives, the phrase
“consideration other than cash to be received” as used in Clauses
12. 022(2)
and 12.022(3) of Section 12.02 of this Article 12 shall include the shares of
Common Stock and/or the shares of any other class (or series) of outstanding
capital stock retained by the holders of such shares.




Section
12.04  Powers
of the Board of Directors. A
majority of the total number of Directors of the Corporation, but only if a
majority of such Directors shall then consist of Continuing Directors or, if a
majority of the total number of Directors shall not then consist of Continuing
Directors, a majority of the then Continuing Directors, shall have the power and
duty to determine, on the basis of information known to them after reasonable
inquiry, all facts necessary to determine compliance with this Article 12,
including, without limitation, (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, (d)
whether the applicable conditions set forth in Clause 12.022 of Section 12.02
have been met






16




with
respect to any Business Combination, (e) the Fair Market Value of stock or other
property in accordance with Clause 12.038 of Section 12.03 of this Article 12,
and (f) whether the assets which are the subject of any Business Combination
referred to in Clause 12.011(2) of Section 12.01 have, or the consideration to
be received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination referred to in Clause 12.011(3) of
Section 12.01 has, an aggregate Fair Market Value equaling or exceeding 25% of
the combined assets of the Corporation and its Subsidiaries.




Section
12.05  Information
to be Supplied to the Corporation. A
majority of the total number of Directors of the Corporation, but only if a
majority of such Directors shall then consist of Continuing Directors or, if a
majority of the total number of Directors shall not then consist of Continuing
Directors, a majority of the then Continuing Directors, shall have the right to
demand that any person who it is reasonably believed is an Interested
Shareholder (or holds of record shares of Voting Stock Beneficially Owned by any
Interested Shareholder) supply the Corporation with complete information as to
(i) the record owner(s) of all shares Beneficially Owned by such person who it
is reasonably believed is an Interested Shareholder, (ii) the number of, and
class or series of, shares Beneficially Owned by such person who it is
reasonably believed is an Interested Shareholder and held of record by each such
record owner and the number(s) of the stock certificate(s) evidencing such
shares, and (iii) any other factual matter relating to the applicability or
effect of this Article 12, as may be reasonably requested of such person, and
such person shall furnish such information within 10 days after receipt of such
demand.




Section
12.06  No
Effect on Fiduciary Obligations of Interested
Shareholders. Nothing
contained in this Article 12 shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.




Section
12.07  Amendment,
Repeal, Etc. Notwithstanding
any other provisions of these Articles of Incorporation or the Code of By-Laws
of the Corporation to the contrary and notwithstanding that a lesser vote or no
vote may be specified by law, but in addition to any affirmative vote of the
holders of any particular class or series of the Corporation’s capital stock
required by law or any Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the voting power of all of the
then-outstanding shares of Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal this Article 12.






ARTICLE
13


Indemnification




Section
13.01  General. The
Corporation shall, to the fullest extent to which it is empowered to do so by
the Act, or any other applicable laws, as from time to time in effect, indemnify
any person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, by
reason of the fact that he is or was a Director, Officer, employee or agent of
the Corporation, or who, while serving as such Director, Officer, employee or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
whether for profit or not, against expenses (including counsel fees), judgments,
settlements, penalties and fines (including excise taxes assessed with respect
to employee benefit plans) actually or reasonably






17




incurred
by him in accordance with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed, in the case of conduct in his
official capacity, was in the best interests of the Corporation, and in all
other cases, was not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, he either had reasonable cause to
believe his conduct was lawful or no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not meet the
prescribed standard of conduct.




Section
13.02  Authorization
of Indemnification. To
the extent that a Director, Officer, employee or agent of the Corporation has
been successful, on the merits or otherwise, in the defense of any action, suit
or proceeding referred to in Section 13.01 of this Article, or in the defense of
any claim, issue or matter therein, the Corporation shall indemnify such person
against expenses (including counsel fees) actually and reasonably incurred by
such person in connection therewith. Any other indemnification under Section
13.01 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case, upon a determination that
indemnification of the Director, Officer, employee or agent is permissible in
the circumstances because he has met the applicable standard of conduct. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not at the time parties to such
action, suit or proceeding; or (2) if a quorum cannot be obtained under
subdivision (1), by a majority vote of a committee duly designated by the Board
of Directors (in which designation Directors who are parties may participate),
consisting solely of two or more Directors not at the time parties to such
action, suit or proceeding; or (3) by special legal counsel: (A) selected by the
Board of Directors or its committee in the manner prescribed in subdivision (1)
or (2), or (B) if a quorum of the Board of Directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision (2),
selected by a majority vote of the full Board of Directors (in which selection
Directors who are parties may participate); or (4) by the Shareholders, but
shares owned by or voted under the control of Directors who are at the time
parties to such action, suit or proceeding may not be voted on the
determination.




Authorization
of indemnification and evaluation as to reasonableness of expenses shall be made
in the same manner as the determination that indemnification is permissible,
except that if the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection (3) to select counsel.




Section
13.03  Good
Faith Defined. For
purposes of any determination under Section 13.01 of this Article 13, a person
shall be deemed to have acted in good faith and to have otherwise met the
applicable standard of conduct set forth in Section 13.01 if his action is based
on information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by (1) one or more Officers
or employees of the Corporation or another enterprise whom he reasonably
believes to be reliable and competent in the matters presented; (2) legal
counsel, public accountants, appraisers or other persons as to matters he
reasonably believes are within the person’s professional or expert competence;
or (3) a committee of the Board of Directors of the Corporation or another
enterprise of which the person is not a member if he reasonably believes the
committee merits confidence. The term “another enterprise” as used in this
Section 13.03 shall mean any other corporation or any






18




partnership,
joint venture, trust, employee benefit plan or other enterprise of which such
person is or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent. The provisions of this Section
13.03 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Section 13.01 of this Article 13.




Section
13.04  Payment
of Expenses in Advance. Expenses
incurred in connection with any civil or criminal action, suit or proceeding may
be paid for or reimbursed by the Corporation in advance of the final disposition
of such action, suit or proceeding, as authorized in the specific case in the
same manner described in Section 13.02 of this Article, upon receipt of a
written affirmation of the Director, Officer, employee or agent’s good faith
belief that he has met the standard of conduct described in Section 13.01 of
this Article and upon receipt of a written undertaking by or on behalf of the
Director, Officer, employee or agent to repay such amount if it shall ultimately
be determined that he did not meet the standard of conduct set forth in this
Article 13, and a determination is made that the facts then known to those
making the determination would not preclude indemnification under this Article
13.




Section
13.05  Provisions
Not Exclusive. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under
these Articles of Incorporation, the Corporation’s Code of By-Laws, any
resolution of the Board of Directors or Shareholders, any other authorization,
whenever adopted, after notice, by a majority vote of all Voting Stock then
outstanding, or any contract, both as to action in his official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, Officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.




Section
13.06  Vested
Right to Indemnification. The
right of any individual to indemnification under this Article shall vest at the
time of occurrence or performance of any event, act or omission giving rise to
any action, suit or proceeding of the nature referred to in Section 13.01 of
this Article 13 and, once vested, shall not later be impaired as a result of any
amendment, repeal, alteration or other modification of any or all of these
provisions. Notwithstanding the foregoing, the indemnification afforded under
this Article shall be applicable to all alleged prior acts or omissions of any
individual seeking indemnification hereunder, regardless of the fact that such
alleged acts or omissions may have occurred prior to the adoption of this
Article. To the extent such prior acts or omissions cannot be deemed to be
covered by this Article 13, the right of any individual to indemnification shall
be governed by the indemnification provisions in effect at the time of such
prior acts or omissions.




Section
13.07  Insurance. The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a Director, Officer, employee or agent of the Corporation, or who is or
was serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability asserted
against or incurred by the individual in that capacity or arising from the
individual’s status as a Director, Officer, employee or agent, whether or not
the Corporation would have power to indemnify the individual against the same
liability under this Article.




Section
13.08  Additional
Definitions. For
purposes of this Article, references to the “Corporation” shall include any
domestic or foreign predecessor entity of the Corporation in a






19




merger or
other transaction in which the predecessor’s existence ceased upon consummation
of the transaction.




For
purposes of this Article, serving an employee benefit plan at the request of the
Corporation shall include any service as a Director, Officer, employee or agent
of the Corporation which imposes duties on, or involves services by such
Director, Officer, employee, or agent with respect to an employee benefit plan,
its participants, or beneficiaries. A person who acted in good faith and in a
manner he reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” referred to in
this Article.




For
purposes of this Article, “party” includes any individual who is or was a
plaintiff, defendant or respondent in any action, suit or proceeding, or who is
threatened to be made a named defendant or respondent in any action, suit or
proceeding.




For
purposes of this Article, “official capacity,” when used with respect to a
Director, shall mean the office of director of the Corporation; and when used
with respect to an individual other than a Director, shall mean the office in
the Corporation held by the Officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the Corporation. “Official
capacity” does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise, whether for profit or not.




Section
13.09  Payments
a Business Expense. Any
payments made to any indemnified party under this Article under any other right
to indemnification shall be deemed to be an ordinary and necessary business
expense of the Corporation, and payment thereof shall not subject any person
responsible for the payment, or the Board of Directors, to any action for
corporate waste or to any similar action.










20