Unassociated Document


    EXHIBIT
4.1

    ARTICLES
OF INCORPORATION

    OF

    CENTURYTEL,
INC.

    (as
amended and restated through November 14, 2008)

     

     

    
      ARTICLE
I

      Name

       

      The name
of this Corporation is CenturyTel, Inc.

       

      ARTICLE
II

      Purpose

       

      The
purpose of the Corporation is to engage in any lawful activity for which
corporations may be formed under the Business Corporation Law of
Louisiana.

       

      ARTICLE
III

      Capital

       

      
        A.           Authorized
Stock.  The Corporation shall be authorized to issue an
aggregate of 352 million shares of capital stock, of which 350 million shares
shall be Common Stock, $1.00 par value per share, and two million shares shall
be Preferred Stock, $25.00 par value per share.

         

        B.           Preferred
Stock.  (1) The Preferred Stock may be issued from time to time
in one or more series.

         

        (2)           In
respect to any series of Preferred Stock, the Board of Directors is hereby
authorized to fix or alter the dividend rights, dividend rates, conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, and the liquidation preferences of
any wholly unissued series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or any of them; and to
increase or decrease the number of shares of any series subsequent to the issue
of shares of that series, but not below the number of shares of such series then
outstanding.  In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution originally fixing the number of
shares of such series.  In addition thereto the Board of Directors
shall have such other powers with respect to the Preferred Stock and any series
thereof as shall be permitted by applicable law.

         

        (3)           No
full dividend for any quarterly dividend period may be declared or paid on
shares of any series of Preferred Stock unless the full dividend for that period
shall be concurrently declared or paid on all series of Preferred Stock
outstanding in accordance with the terms of each series.  If there are
any accumulated dividends accrued or in arrears on any share of any series of
Preferred Stock those dividends shall be paid in full before any full dividend
shall be paid on any other series of Preferred Stock.  If less than a
full dividend is to be paid, the amount of the dividend to be distributed shall
be divided among the shares of Preferred Stock for which dividends are accrued
or in arrears in proportion to the aggregate amounts which would be
distributable to those holders of Preferred Stock if full cumulative dividends
had previously been paid thereon in accordance with the terms of each
series.

         

        C.           Voting
Rights.  (1) Each share of Common Stock which has been
beneficially owned continuously by the same person since May 30, 1987 will
entitle such person to ten votes with respect to such share on each matter
properly submitted to the shareholders of the Corporation for their vote,
consent, waiver, release or other action when the holders of Common Stock and
voting shares of  Preferred Stock vote together with respect to such
matter.

         

        (2)           (a)           For
purposes of this paragraph C, a change in beneficial ownership of a share of the
Corporation’s stock shall be deemed to have occurred whenever a change occurs in
any person or group of persons who, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise has or
shares  voting power, which includes the power to vote, or to direct
the voting of, such share;  investment power, which includes the power
to direct the sale or other disposition of such share;  the right to
receive or retain the proceeds of any sale or other disposition of such share;
or  the right to receive distributions, including cash dividends, in
respect to such share.

         

        (b)           In
the absence of proof to the contrary provided in accordance with the procedures
referred to in subparagraph (4) of this paragraph C, a change in beneficial
ownership shall be deemed to have occurred whenever a share of stock is
transferred of record into the name of any other person.

         

        (c)           In
the case of a share of Common Stock held of record in the name of a corporation,
general partnership, limited partnership, voting trustee, bank, trust company,
broker, nominee or clearing agency, or in any other name except a natural
person, if it has not been established pursuant to the procedures referred to in
subparagraph (4) that such share was beneficially owned continuously since May
30, 1987 by the person who possesses all of the attributes of beneficial
ownership referred to in clauses (i) through (iv) of subparagraph (2)(a) of this
paragraph C with respect to such share of Common Stock, then such share of
Common Stock shall carry with it only one vote regardless of when record
ownership of such share was acquired.

         

        (d)           In
the case of a share of stock held of record in the name of any person as
trustee, agent, guardian or custodian under the Uniform Gifts to Minors Act, the
Uniform Transfers to Minors Act or any comparable statute as in effect in any
state, a change in beneficial ownership shall be deemed to have occurred
whenever there is a change in the beneficiary of such trust, the principal of
such agent, the ward of such guardian or the minor for whom such custodian is
acting.

         

      

      
        (3)           Notwithstanding
anything in this paragraph C to the contrary, no change in beneficial ownership
shall be deemed to have occurred solely as a result of:

         

        (a)           any
event that occurred prior to May 30, 1987, including contracts providing for
options, rights of first refusal and similar arrangements, in existence on such
date to which any holder of shares of stock is a party;

         

        (b)           any
transfer of any interest in shares of stock pursuant to a bequest or
inheritance, by operation of law upon the death of any individual, or by any
other transfer without valuable consideration, including a gift that is made in
good faith and not for the purpose of circumventing this paragraph
C;

         

        (c)           any
change in the beneficiary of any trust, or any distribution of a share of stock
from trust, by reason of the birth, death, marriage or divorce of any natural
person, the adoption of any natural person prior to age 18 or the passage of a
given period of time or the attainment by any natural person of a specified age,
or the creation or termination of any guardianship or custodian arrangement;
or

         

        (d)           any
appointment of a successor trustee, agent, guardian or custodian with respect to
a share of stock.

         

        (4)           For
purposes of this paragraph C, all determinations concerning changes in
beneficial ownership, or the absence of any such change, shall be made by the
Corporation.  Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time.  Such procedures shall provide, among other things, the manner
of proof of facts that will be accepted and the frequency with which such proof
may be required to be renewed.  The Corporation and any transfer agent
shall be entitled to rely on all information concerning beneficial ownership of
a share of stock coming to their attention from any source and in any manner
reasonably deemed by them to be reliable, but neither the Corporation nor any
transfer agent shall be charged with any other knowledge concerning the
beneficial ownership of a share of stock.

         

        (5)           Each
share of Common Stock acquired by reason of any stock split or dividend shall be
deemed to have been beneficially owned by the same person continuously from the
same date as that on which beneficial ownership of the share of Common Stock,
with respect to which such share of Common Stock was distributed, was
acquired.

         

        (6)           [Reserved].

         

        (7)           Where
a holder beneficially owns shares having ten votes per share and shares having
one vote per share, and transfers beneficial ownership of less than all of the
shares held, the shares transferred shall be deemed to consist, in the absence
of evidence to the contrary, of the shares having one vote per
share.

         

        (8)           Shares
of Common Stock held by the Corporation’s employee benefit plans will be deemed
to be beneficially owned by such plans regardless of how such shares are
allocated to or voted by participants, until the shares are actually distributed
to participants.

         

        (9)           Each
share of Common Stock, whether at any particular time the holder thereof is
entitled to exercise ten votes or one, shall be identical to all other shares of
Common Stock in all other respects.

         

        (10)         [Reserved].

         

      


    
      (11)          Each
share of Common Stock issued by the Corporation in a business combination
transaction shall be deemed to have been beneficially owned by the person who
received such share in the transaction continuously for the shortest period, as
determined in good faith by the Board of Directors, that would be permitted for
the transaction to be accounted for as a pooling of interests, provided that the
Audit Committee of the Board of Directors has made a good faith determination
that  such transaction has a bona fide business purpose,  it
is in the best interests of the Corporation and its shareholders that such
transaction be accounted for as a pooling of interests under generally accepted
accounting principals and  such issuance of Common Stock does not have
the effect of nullifying or materially restricting or disparately reducing the
per share voting rights of holders of an outstanding class or classes of voting
stock of the Corporation.  Notwithstanding the
foregoing,  the Corporation shall not issue shares in a business
combination transaction if such issuance would result in a violation of any rule
or regulation regarding the per share voting rights of publicly-traded
securities that is promulgated by the Securities and Exchange Commission or the
principal exchange upon which the Common Stock is then listed for trading
and  nothing herein shall be interpreted to require the Corporation to
account for any business combination transaction in any particular
manner.

       

      
        D.           Non-Assessability;
Transfers; Pre-emptive Rights.  The stock of this Corporation
shall be fully paid and non-assessable when issued and shall be personal
property.  No transfer of such stock shall be binding upon this
Corporation unless such transfer is made in accordance with these Articles and
the by-laws of this Corporation and duly recorded in the books
thereof.  No stockholder shall have any pre-emptive right to subscribe
to any or all additions to the stock of this Corporation.

         

        E.           Series L Preferred
Stock.  The Corporation’s 5% Cumulative Convertible Series L
Preferred Stock (“Series L Shares”) shall consist of 325,000 shares of Preferred
Stock having the preferences, limitations and relative rights set forth
below.

         

      

      
        (1)           Voting
Rights.  Holders of the Series L Shares shall be entitled to
cast one vote per share, voting with holders of shares of Common Stock and with
holders of other series of voting preferred stock as a single class on any
matter to come before a meeting of the shareholders, except with respect to the
casting of ballots on those matters as to which holders of Preferred Stock or a
particular series thereof are required by law to vote separately.

         

        (2)           Rank.  The
Series L Shares shall, with respect to dividend rights and rights upon
liquidation, dissolution and winding up, rank prior to the Common
Stock.  All equity securities of the Corporation to which the Series L
Shares rank prior, whether with respect to dividends or upon liquidation,
dissolution or winding-up or otherwise, including the Common Stock, are
collectively referred to herein as the “Junior Securities”; all equity
securities of the Corporation with which the Series L Shares rank pari passu are collectively
referred to herein as the “Parity Securities”; and all other equity securities
of the Corporation (other than any convertible debt securities) to which the
Series L Shares ranks junior are collectively referred to herein as the “Senior
Securities.”  The preferences, limitations and relative rights of the
Series L Shares shall be subject to the preferences, limitations and relative
rights of the Junior Securities, Parity Securities and Senior Securities issued
after the Series L Shares are issued.

         

        
          (3)           Dividends. (a) The
holders of record of the Series L Shares shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds of the Corporation
legally available therefor, an annual cash dividend of $1.25 on each Series L
Share, payable quarterly on each March 31, June 30, September 30 and December 31
on which any Series L Shares shall be outstanding (each a “Dividend Due Date”),
commencing on the first such date following the issuance of the Series L
Shares.  Dividends on each Series L Share shall accrue and be
cumulative from and after the date of issuance of such Series L Share and
dividends payable for any partial quarterly period shall be calculated on the
basis of a year of 360 days consisting of twelve 30-day
months.  Dividends shall be payable to the holders of record as they
appear on the Corporation’s stock transfer books at the close of business on the
record date for such payment, which the Board of Directors shall fix not more
than 60 days or less than 10 days preceding a Dividend Due
Date.  Holders of the Series L Shares shall not be entitled to any
dividends, whether paid in cash, property or stock, in excess of the cumulative
dividends as provided in this paragraph (a) and shall not be entitled to any
interest thereon.

           

        

        
          (b)           Unless
all cumulative dividends accrued on the Series L Shares have been or
contemporaneously are declared and paid or declared and a sum set apart
sufficient for such payment through the most recent Dividend Payment Date, then
(i) except as provided below, no dividend or other distribution shall be
declared or paid or set apart for payment on any Parity Securities, (ii) no
dividend or other distribution shall be declared or paid or set aside for
payment upon the Junior Securities (other than a dividend or distribution paid
in shares of, or warrants, rights or options exercisable for or convertible
into, Junior Securities) and (iii) no Junior Securities shall be redeemed,
purchased or otherwise acquired for any consideration, nor shall any monies be
paid to or made available for a sinking fund for the redemption of any Junior
Securities, except by conversion of Junior Securities into, or by exchange of
Junior Securities for, other Junior Securities.  If any accrued
dividends are not paid or set apart with respect to the Series L Shares and any
Parity Securities, all dividends declared with respect to the Series L Shares
and any Parity Securities shall be declared pro rata on a share-by-share basis
among all Series L Shares and Parity Securities outstanding at the
time.

           

          (4)           Conversion.  (a)
Each Series L Share shall be convertible, at any time, at the option of the
holder thereof into that number of fully paid and nonassessable shares of the
Common Stock obtained by dividing $25.00 by the Conversion Price then in effect
under the terms of this subsection (4).  Unless and until changed in
accordance with the terms of this subsection (4), the Conversion Price shall be
$41.25.  In order for a holder of the Series L Shares to effect such
conversion, the holder shall deliver to KeyCorp Shareholder Services, Inc.,
Dallas, Texas, or such other agent as may be designated by the Board of
Directors as the transfer agent for the Series L Shares (the “Transfer Agent”),
the certificates representing such shares in accordance with paragraph (b) below
accompanied by written notice jointly addressed to the Corporation and the
Transfer Agent that the holder thereof elects to convert such shares or a
specified portion thereof.  Each conversion shall be deemed to have
been effected immediately prior to the close of business on the date on which
the certificates representing the Series L Shares being converted shall have
been delivered to the Transfer Agent in accordance with each term and condition
of paragraph (b) below, accompanied by the written notice jointly addressed to
the Corporation and the Transfer Agent of such conversion (the “Conversion
Date”), and the person or persons in whose names any certificate or certificates
for shares of Common Stock shall be issuable upon such conversion shall be
deemed to have become the holder or holders of record of the Common Stock
represented thereby at such time.  As of the close of business on the
Conversion Date, the Series L Shares shall be deemed to cease to be outstanding
and all rights of any holder thereof shall be extinguished except for the rights
arising under the Common Stock issued in exchange therefor and the right to
receive accrued and unpaid dividends on such Series L Shares through the
Conversion Date on the terms specified in paragraph (c) below.

           

        

        
          (b)           In
connection with surrendering to the Transfer Agent the certificates representing
(or formerly representing) Series L Shares, the holder shall furnish the
Transfer Agent with transfer instruments satisfactory to the Corporation and
sufficient to transfer the Series L Shares being converted to the Corporation
free of any adverse interest or claims.  As promptly as practicable
after the surrender of the Series L Shares in accordance with this paragraph and
any other requirement under this subsection (4), the Corporation, acting
directly or through the Transfer Agent, shall issue and deliver to such holder
certificates for the number of whole shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions hereof (along with
any interest payment specified in paragraph (a) above and any cash payment in
lieu of fractional shares specified in paragraph (d)
below).  Certificates will be issued for the balance of any remaining
Series L Shares in any case in which fewer than all of the Series L Shares are
converted.  Any conversion under paragraph (a) shall be effected at
the Conversion Price in effect on the Conversion Date.

           

          (c)           If
the Conversion Date with respect to any Series L Share occurs after any record
date with respect to the payment of a dividend on the Series L Shares (the
“Dividend Record Date”) and on or prior to the Dividend Due Date, then (i) the
dividend due on such Dividend Due Date shall be payable to the holder of record
of such share as of the Dividend Record Date and (ii) the dividend that accrues
from the close of business on the Dividend Record Date through the Conversion
Date shall be payable to the holder of record of such share as of the Conversion
Date.  Except as provided in this subsection (4), no payment or
adjustment shall be made upon any conversion on account of any dividends accrued
on Series L Shares surrendered for conversion or on account of any dividends on
the Common Stock issued upon conversion.

           

          (d)           No
fractional interest in a share of Common Stock shall be issued by the
Corporation upon the conversion of any Series L Share.  In lieu of any
such fractional interest, the holder that would otherwise be entitled to such
fractional interest shall receive a cash payment (computed to the nearest cent)
equal to such fraction multiplied by the market value of a share of Common
Stock, which shall be deemed to equal the last reported per share sale price of
Common Stock on the New York Stock Exchange (“NYSE”) (or, if the Common Stock is
not then traded on the NYSE, the last reported per share sale price on such
other national securities exchange on which the Common Stock is listed or
admitted to trading or, if not then listed or admitted to trading on any
national securities exchange, the last quoted bid price in the over-the-counter
market as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System (“NASDAQ”), or any similar system of automated
dissemination of securities prices) on the trading day immediately prior to the
Conversion Date.

           

          (e)           The
Conversion Price shall be adjusted from time to time as follows:

           

          1.           If
the Corporation effects any (i) dividend or other distribution upon or in
redemption of the Common Stock payable in the form of shares of capital stock of
the Corporation or any of its subsidiaries or in the form of any other property
(other than cash dividends paid in the ordinary course), (ii) combination of
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, (iii) split or other subdivision of outstanding shares of Common Stock
into a larger number of shares of Common Stock, or (iv) reorganization, exchange
or reclassification of Common Stock, or any consolidation or merger of the
Corporation with another corporation, or the sale of all or substantially all of
its assets to another corporation, or any other transaction effected in a manner
such that holders of outstanding Common Stock shall be entitled to receive
(either directly, or upon subsequent liquidation) stock, securities or other
property with respect to or in exchange for Common Stock (a “Diluting Event”),
then as a condition of such Diluting Event, lawful, appropriate, equitable and
adequate adjustments shall be made to the Conversion Price whereby the holders
of the Series L Shares shall thereafter be entitled to receive (under the same
terms otherwise applicable to their receipt of the Common Stock upon conversion
of the Series L Shares), in lieu of or in addition to, as the case may be, the
number of shares of Common Stock issuable under this subsection (4), such shares
of stock, securities or other property as may be issued or payable with respect
to or in exchange for that number of shares of Common Stock to which such
holders of Series L Shares were so entitled under this subsection (4), and in
any such case appropriate, equitable and adequate adjustments shall also be made
to such resulting consideration in like manner in connection with any subsequent
Diluting Events.  It is the intention of the parties that the
foregoing shall have the effect of entitling such holders of Series L Shares to
receive upon the due exercise of their conversion rights under this subsection
(4) such stock, securities and other property (other than cash dividends paid in
the ordinary course) as such holders would have received had they held the
Common Stock issuable under this subsection (4) (or any replacement or
additional stock, securities or property, as applicable) on the record date of
such Diluting Event.

           

          2.           No
adjustment in the Conversion Price shall be required unless such adjustment
would require an increase or decrease of at least 5% of such price.

           

          3.           Whenever
the Conversion Price is adjusted as herein provided, the Corporation shall
promptly deliver to the Transfer Agent an officer’s certificate setting forth
the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment, which certificate shall constitute
conclusive evidence, absent manifest error, of the correctness of such
adjustment.  Promptly after delivery of such certificate, the
Corporation shall prepare and mail a notice to each holder of Series L Shares at
each such holder’s last address as the same appears on the books of the
Corporation, which notice shall set forth the Conversion Price and a brief
statement of the facts requiring the adjustment.  The failure of the
Corporation to take any such action shall not invalidate any corporate action by
the Corporation.

           

          (f)           The
Corporation covenants that (A) all shares of Common Stock that may be issued
upon conversions of Series L Shares will upon issue be duly and validly issued,
fully paid and nonassessable, and free of all liens, charges or preemptive
rights, and (B) it will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued shares of
Common Stock or its issued shares of Common Stock held in its treasury, or both,
for the purpose of effecting conversions of Series L Shares, the whole number of
shares of Common Stock deliverable upon the conversion of all outstanding Series
L Shares not theretofore converted.

           

          (5)           Liquidation
Preference.  (a) Upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Corporation (for the purposes of this
subsection (5), a “Liquidation”), the holder of each Series L Share then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its shareholders, an amount equal to $25 per share
plus all dividends (whether or not declared or due) accrued and unpaid on such
share on the date fixed for the distribution of assets of the Corporation to the
holders of Series L Shares.  With respect to the distribution of the
Corporation’s assets upon a Liquidation, the Series L Shares shall rank prior to
Junior Securities, pari
passu with the Parity Securities and junior to the Senior
Securities.

          
             

            (b)           If
upon any Liquidation of the Corporation, the assets available for distribution
to the holders of Series L Shares and any Parity Securities then outstanding
shall be insufficient to pay in full the liquidation distributions to the
holders of outstanding Series L Shares and Parity Securities in accordance with
the terms of these Articles of Incorporation, then the holders of such shares
shall share ratably in such distribution of assets in accordance with the amount
that would be payable on such distribution if the amounts to which the holders
of the Series L Shares and Parity Securities are entitled were paid in
full.

             

            (c)           Neither
the voluntary sale, conveyance, lease, pledge, exchange or transfer of all or
substantially all the property or assets of the Corporation, the merger or
consolidation of the Corporation into or with any other corporation, the merger
of any other corporation into the Corporation, a share exchange with any other
corporation, nor any purchase or redemption of some or all of the shares of any
class or series of stock of the Corporation, shall be deemed to be a Liquidation
of the Corporation for the purposes of this subsection (5) (unless in connection
therewith the Liquidation of the Corporation is specifically
approved).

             

            (d)           The
holder of any Series L Shares shall not be entitled to receive any payment owed
for such shares under this subsection (5) until such holder shall cause to be
delivered to the Corporation the certificate or certificates representing such
Series L Shares and transfer instruments satisfactory to the Corporation and
sufficient to transfer such Series L Shares to the Corporation free of any
adverse interest.  No interest shall accrue on any payment upon
Liquidation after the due date thereof.

             

            (e)           After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of Series L Shares will not be entitled to any further
participation in any distribution of assets by the Corporation.

             

            
              (6)           Preemptive
Rights.  The Series L Shares is not entitled to any preemptive
or subscription rights in respect of any securities of the
Corporation.

               

            

            
              


              ARTICLE IV

              Directors

               

              
                A.           Number of
Directors.  The business and affairs of this Corporation shall
be managed under the direction of the Board of Directors.  The number
of directors comprising the Board of Directors of this Corporation (exclusive of
directors who may be elected by the holders of any one or more series of
Preferred Stock voting separately) shall be 14 unless otherwise determined from
time to time by resolution adopted by the affirmative votes of both (i) 80% of
the directors then in office and (ii) a majority of the Continuing Directors (as
defined in Article V(D)), voting as a separate group, provided, however, that no
decrease in the number of directors shall shorten the term of any incumbent
director.

                 

                B.           Classification.  The
Board of Directors, other than those who may be elected by the holders of any
one or more series of Preferred Stock voting separately, shall be divided, with
respect to the time during which they shall hold office, into three classes,
designated Class I, II and III, as nearly equal in number as
possible.  Any increase or decrease in the number of directors shall
be apportioned by the Board of Directors so that all classes of directors shall
be as nearly equal in number as possible.  At each annual meeting of
shareholders, directors chosen to succeed those whose terms then expire shall be
elected to hold office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election and until their
successors are duly elected and qualified.

                 

                C.           Vacancies.  Except
as provided in Article IV(G) hereof, any vacancy on the Board (including any
vacancy resulting from an increase in the autho­rized number of directors or
from a failure of the shareholders to elect the full number of authorized
directors) may, notwithstanding any resulting absence of a quorum of directors,
be filled only by the Board of Directors, acting by vote of both (i) a majority
of the directors then in office and (ii) a majority of all the Continuing
Directors, voting as a separate group, and any director so appointed shall serve
until the next shareholders’ meeting held for the election of directors of the
class to which he shall have been appointed and until his successor is duly
elected and qualified.

                 

                D.           Removal.  Subject
to Article IV(G) hereof and notwithstanding any other provisions of these
Articles or the Bylaws of this Corporation, any director or the entire Board of
Directors may be removed at any time, but only for cause, by the affirmative
vote at a meeting of shareholders called for such purpose of the holders of both
(i) a majority of the Total Voting Power (as defined in Article V(D) hereof)
entitled to be cast by the holders of Voting Stock (as defined in Article V(D)
hereof), voting together as a single class, and (ii) a majority of the Total
Voting Power entitled to be cast by the Independent Shareholders (as defined in
Article V(D) hereof), voting as a separate group.  At the same meeting
in which the shareholders remove one or more directors, a successor or
successors may be elected for the unexpired term of the director or directors
removed.  Except as set forth in this Article, directors shall not be
subject to removal.

                 

                E.           Tender Offers and Other
Extraordinary Transactions.  In connection with the exercise of
its judgment in determining what is in the best interest of the Corporation and
its stockholders when evaluating a Business Combination (as defined in Article
V(D) hereof) or a tender or exchange offer or a proposal by another Person or
Persons to make a tender or exchange offer, the Board of Directors of the
Corporation shall consider, in addition to the adequacy of the amount to be paid
in connection with any such transaction, 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, and their respective
employees, customers, creditors and other elements of the communities in which
they operate or are located, (ii) the business and financial condition and
earnings prospects of the acquiring Person or Persons, including, but not
limited to, debt service and other existing or likely financial obligations of
the acquiring Person or Persons, and the possible effect of such conditions upon
the Corporation and its Subsidiaries and the other elements of the communities
in which the Corporation and its subsidiaries operate or are located, and (iii)
the competence, experience and integrity of the acquiring Person or Persons and
its or their management.

                 

                F.           Board
Qualifications.  (1) Except as otherwise provided in Article
IV(G) hereof, no person shall be eligible for nomination, election or service as
a director of the Corporation who shall:

                 

                
                  (a)           in
the opinion of the Board of Directors fail to respond satisfactorily to the
Corporation respecting any inquiry of the Corporation for information to enable
the Corporation to make any certification required by the Federal Communications
Commission under the Anti-Drug Abuse Act of 1988 or to determine the eligibility
of such person under this Article;

                   

                  (b)           have
been arrested or convicted of any offense concerning the distribution or
possession of, or trafficking in, drugs or other controlled substances, provided
that in the case of an arrest the Board of Directors may in its discretion
determine that notwithstanding such arrest such persons shall remain eligible
under this Article; or

                   

                  (c)           have
engaged in actions that could lead to such an arrest or conviction and that the
Board of Directors determines would make it unwise for such person to serve as a
director of the Corporation.

                   

                  (2)           Any
person serving as a director of the Corporation shall automatically cease to be
a director on such date as he ceases to have the qualifications set forth in
paragraph (1) above, and his position shall be considered vacant within the
meaning of Article IV(C) hereof.

                  
                     

                    G.           Directors Elected by
Preferred Shareholders.  Notwithstanding anything in these
Articles of Incorporation to the contrary, whenever the holders of any one or
more series of Preferred Stock shall have the right, voting separately as a
class, to elect one or more directors of the Corporation, the provisions of
these Articles of Incorporation (as they may be duly amended from time to time)
fixing the rights and preferences of such Preferred Stock shall govern with
respect to the nomination, election, term, removal, vacancies or other related
matters with respect to such directors.

                     

                  

                   

                

                
                  ARTICLE
V

                  Certain
Business Combinations

                   

                  
                    A.          Vote Required in Business
Combinations.  No Business Combination may be effected unless
all of the following conditions have been fulfilled:

                     

                    (1)           In
addition to any vote otherwise required by law or these Articles, the proposal
to effect a Business Combination shall have been approved by (i) a majority of
the directors then in office and a majority of the Continuing Directors and (ii)
by the affirmative votes of both of the following:

                     

                    (a)           80%
of the Total Voting Power entitled to be cast by holders of outstanding shares
of Voting Stock of this Corporation, voting as a separate voting group;
and

                     

                    (b)           Two-thirds
of the Total Voting Power entitled to be cast by the Independent Stockholders
present or duly represented at a meeting, voting as a separate voting
group.

                     

                    (2)           A
proxy or information statement describing the proposed Business Combination and
complying with the requirements of the Securities Exchange Act of 1934, as
amended (the “Act”), and the rules and regulations thereunder (or any subsequent
provisions replacing the Act, rules or regulations as a whole or in part) is
mailed to all shareholders of the Corporation at least 30 days prior to the
consummation of such Business Combination (regardless of whether such proxy or
information statement is required pursuant to the Act or subsequent
provisions).

                     

                  

                

                
                  B.           Nonapplicability of Voting
Requirements.  The vote required by Paragraph A of this Article
does not apply to a Business Combination if all conditions specified in either
of paragraphs 1 or 2 below are met:

                   

                  (1)           The
proposed Business Combination is approved prior to the time the Related Person
involved in the proposed transaction became a Related Person by the affirmative
votes of both a majority of the directors then in office and a majority of the
Continuing Directors, voting as a separate group.

                   

                  (2)           All
of the following five conditions have been met:

                   

                  (a)           The
aggregate amount of the cash and the Market Value on the Valuation Date of
consideration other than cash to be received per share by all holders of Common
Stock in such Business Combination is at least equal to the highest of the
following:

                   

                  1.           The
highest per share price, including any brokerage commissions, transfer taxes and
soliciting dealers’ fees, paid by or on behalf of the Related Person for any
shares of Common Stock of the same class or series acquired by it within the
two-year period immediately prior to the Announcement Date or in the transaction
in which it became a Related Person, whichever is higher;

                   

                  2.           The
Market Value per share of Common Stock of the same class or series on the
Announcement Date or on the Determination Date, whichever is higher;
or

                   

                  3.           The
price per share equal to the Market Value per share of Common Stock of the same
class or series determined pursuant to clause (2) immediately preceding,
multiplied by the fraction of  the highest per share price, including
any brokerage commissions, transfer taxes and soliciting dealers’ fees, paid by
or for the Related Person for any shares of Common Stock of the same class or
series acquired by it within the two-year period immediately prior to the
Announcement Date, over  the Market Value per share of Common Stock of
the same class or series on the first day in such two-year period on which the
Related Person acquired any shares of Common Stock.

                   

                  (b)           The
aggregate amount of the cash and the Market Value as of the Valuation Date of
consideration other than cash to be received per share by holders of shares of
any class or series of outstanding stock other than Common Stock is at least
equal to the highest of the following, whether or not the Related Person has
previously acquired any shares of a particular class or series of
stock:

                   

                  1.           The
highest per share price, including any brokerage commissions, transfer taxes and
soliciting dealers’ fees, paid by or for the Related Person for any shares of
such class of stock acquired by it within the two-year period immediately prior
to the Announcement Date or in the transaction in which it became a Related
Person, whichever is higher;

                   

                  2.           The
highest preferential amount per share to which the holders of shares of such
class of stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of this Corporation;

                   

                  3.           The
Market Value per share of such class of stock on the Announcement Date or on the
Determination Date, whichever is higher; or

                   

                  4.           The
price per share equal to the Market Value per share of such class of stock
determined pursuant to clause (3) immediately preceding, multiplied by the
fraction of  the highest per share price, including any brokerage
commissions, transfer taxes and soliciting dealers’ fees, paid by or for the
Related Person for any shares of any class of Voting Stock acquired by it within
the two-­year period immediately prior to the Announcement Date,
over  the Market Value per share of the same class of Voting Stock on
the first day in such two-year period on which the Related Person acquired any
shares of the same class of Voting Stock.

                   

                  (c)           The
consideration to be received by holders of any class or series of outstanding
stock is to be in cash or in the same form as the Related Person has previously
paid for shares of the same class or series of stock.  If the Related
Person has paid for shares of any class of stock with varying forms of
consideration, the form of consideration for such class of stock shall be either
cash or the form used to acquire the largest number of shares of such class or
series of stock previously acquired by it.

                   

                  (d)           After
the Related Person has become a Related Person and prior to the consummation of
such Business Combination:

                   

                  1.           There
shall have been no failure to declare and pay at the regular date therefor any
full periodic dividends, cumulative or not, on any outstanding Preferred Stock
of this Corporation;

                   

                  2.           There
shall have been no reduction in the annual rate of dividends paid on any class
or series of stock of this Corporation that is not Preferred Stock except as
necessary to reflect any subdivision of the stock, and no failure to increase
the 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 stock; and

                   

                  3.           The
Related Person did not become the Beneficial Owner of any additional shares of
stock of this Corporation except as part of the transaction which resulted in
such Related Person becoming a Related Person or by virtue of proportionate
stock splits or stock dividends.

                   

                  The
provisions of clause (1) and (2) immediately preceding shall not apply if no
Related Person or an Affiliate or Associate of the Related Person voted as a
director of this Corporation in a manner inconsistent with such clauses and the
Related Person, within ten days after any act or failure to act inconsistent
with such clauses, notifies the Board of Directors of this Corporation in
writing that the Related Person disapproves thereof and requests in good faith
that the Board of Directors rectify such act or failure to act.

                   

                  
                    (e)           After
the Related Person has become a Related Person, the Related Person may not have
received the benefit, directly or indirectly, except proportionately as a
shareholder, of any loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages provided by this
Corporation or any of its Subsidiaries, whether in anticipation of or in
connection with such Business Combination or otherwise.

                     

                    C.           Alternative Shareholder Vote
for Business Combinations.  In the event the conditions set
forth in Subparagraph (B)(1) or (B)(2) have been met, the affirmative vote
required of shareholders in order to approve the proposed Business Combination
shall be 66­-2/3% of the Total Voting Power present or duly represented at
the meeting called for such purpose.

                     

                    D.           Definitions.  The
following terms, for all purposes of these Articles or the By-laws of this
Corporation, shall have the following meaning:

                     

                    (1)           An
“Affiliate” of, or a person “affiliated with,” a specified person means a person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person
specified.

                     

                    (2)           “Announcement
Date” means the first general public announcement of the proposal or intention
to make a proposal of the Business Combination or its first communication
generally to shareholders of this Corporation, whichever is
earlier.

                     

                    (3)           “Associate,”
when used to indicate a relationship with any person, means any of the
following:

                     

                    (a)           Any
corporation or organization, other than this Corporation, of which such person
is an officer, director or partner or is, directly or indirectly, the Beneficial
Owner of 10% or more of any class of Equity Securities.

                     

                    (b)           Any
trust or other estate in which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a similar fiduciary
capacity.

                     

                    (c)           Any
relative or spouse of such person, or any relative of such spouse, who has the
same home as such person.

                     

                    (d)           Any
investment company registered under the Investment Company Act of 1940 for which
such person serves as investment advisor.

                     

                    (4)           A
person shall be deemed to be the “Beneficial Owner” of any shares of capital
stock (regardless whether owned of record):

                     

                    (a)           Which
that person or any of its Affiliates or Associates, directly or indirectly, owns
beneficially;

                     

                    (b)           Which
such person or any of its Affiliates or Associates has (i) the right to acquire
(whether 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 (ii) the right to
vote pursuant to any agreement, arrangement or understanding; or

                     

                    (c)           Which
are beneficially owned, directly or indirectly, by any other person with which
such person or any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any shares of voting capital stock of the corporation or any of its
subsidiaries.

                     

                    (5)           “Business
Combination” means any of the following transactions, when entered into by the
Corporation or a Subsidiary with, or upon a proposal by, a Related
Person:

                     

                    (a)           The
merger or consolidation of, or an exchange of securities by, the Corporation or
any Subsidiary;

                     

                    (b)           The
sale, lease, exchange, mortgage, pledge, transfer or any other disposition (in
one or a series of transactions) of any assets of the Corporation, or of any
Subsidiary, having an aggregate book or fair market value of $1,000,000 or more,
measured at the time the transaction or transactions are approved by the Board
of Directors;

                     

                    (c)           The
adoption of a plan or proposal for the liquidation or dissolution of the
Corporation or any Subsidiary;

                     

                    (d)           The
issuance or transfer by the Corporation or any Subsidiary (in one or a series of
transactions) of securities of the Corporation, or of any Subsidiary, having a
fair market value of $1,000,000 or more;

                     

                    (e)           The
reclassification of securities (including a reverse stock split),
recapitalization, consolidation or any other transaction (whether or not
involving a Related Person) which has the direct or indirect effect of
increasing the voting power (regardless whether then exercisable) or the
proportionate amount of the outstanding shares of any class or series of Equity
Securities of this Corporation or any of its Subsidiaries held by  a
Related Person, or any Associate or Affiliate of a Related Person;

                     

                    (f)           Any
loans, advances, guarantees, pledges or other financial assistance or any tax
credits or other tax advantages provided by the Corporation or any Subsidiary to
a Related Person or any Affiliate or Associate thereof, except proportionately
as a shareholder; or

                     

                    (g)           Any
agreement, contract or other arrangement providing directly or indirectly for
any of the foregoing.

                     

                    (6)           “Capital
Stock” means any Common Stock, Preferred Stock or other capital stock of the
Corporation, or any bonds, debentures, or other obligations granted voting
rights by the Corporation pursuant to La. R.S. 12:75H.

                     

                    (7)           “Common
Stock” means any stock other than a class or series of preferred or preference
stock.

                     

                    (8)           “Continuing
Director” shall mean any member of the Board of Directors who is not a Related
Person or an Affiliate or Associate thereof, and who was a member of the Board
of Directors prior to the time that the Related Person became a Related Person,
and any successor to a Continuing Director who is not a Related Person or an
Affiliate or Associate thereof and was recommended to succeed a Continuing
Director by a majority of Continuing Directors who were then members of the
Board of Directors, provided that, in the absence of a Related Person, any
reference to “Continuing Directors” shall mean all directors then in
office.

                     

                    (9)           “Control,”
including the terms “controlling,” “controlled by” and “under common control
with,” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person, whether through
the ownership of voting securities, by contract or otherwise.  The
beneficial ownership of 10% or more of the votes entitled to be cast by a
corporation’s voting stock creates a presumption of control.

                     

                    (10)           “Determination
Date” means the date on which a Related Person first became a Related
Person.

                     

                    (11)           “Equity
Security” means any of the following:

                     

                    (a)           Any
stock or similar security, certificate of interest or participation in any
profit sharing agreement, voting trust certificate or certificate of deposit for
an equity security.

                     

                    (b)           Any
security convertible, with or without consideration, into an equity security, or
any warrant or other security carrying any right to subscribe to or purchase an
equity security.

                     

                    (c)           Any
put, call, straddle or other option or privilege of buying an equity security
from or selling an equity security to another without being bound to do
so.

                     


                                                    
(12)           “Independent
Shareholder” or “Independent Stockholder” means a holder of Voting Stock of this
Corporation who is not a Related Person.

                     

                                                    
(13)           “Market
Value” means the following:

                     

                    (a)           In
the case of stock, the highest closing sale price on the date or during the
period in question of a share of such stock on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 on
which such stock is listed or, if such stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of such stock on the
date or during the period in question on the National Association of Securities
Dealers, Inc., Automated Quotations Systems, or any alternative system then in
use, or, if no such quotations are available, the fair market value on the date
or during the period in question of a share of such stock as determined by a
majority of the Continuing Directors of this Corporation in good
faith.

                     

                    (b)           In
the case of property other than cash or stock, the fair market value of such
property on the date or during the period in question as determined by a
majority of the Continuing Directors of this Corporation in good
faith.

                     

                    (14)           A
“person” shall mean any individual, firm, corporation or other entity, or a
group of persons acting or agreeing to act together in the manner set forth in
Rule 13d-5 under the Securities Exchange Act of 1934, as in effect on January 1,
1984.

                     

                    (15)           “Related
Person” means any person (other than the Corporation, a Subsidiary or any profit
sharing, employee stock ownership or other employee benefit plan of the
Corporation or any Subsidiary or any trust,  trustee of or fiduciary
with respect to any such plan acting in such capacity) who (a) is the direct or
indirect Beneficial Owner of shares of Capital Stock representing more than 10%
of the outstanding Total Voting Power entitled to vote for the election of
directors, and any Affiliate or Associate of any such person, or (b) is an
Affiliate or 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 of indirectly, of shares of Capital Stock (including two or more
classes or series voting together as a single class) representing 10% or more of
the outstanding Total Voting Power entitled to vote for the election of
directors.  For the purpose of determining whether a person is the
Beneficial Owner of a percentage, specified in this Article, of the outstanding
Total Voting Power, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned by that person through application
of Article V(D)(3) but shall not include any other shares which may be issuable
to any other person.

                     

                    (16)           “Subsidiary”
means any corporation of which Voting Stock having a majority of the votes
entitled to be cast is owned, directly or indirectly, by this
Corporation.

                     

                    (17)           “Total
Voting Power,” when used in reference to any particular matter properly brought
before the shareholders for their consideration and vote, means the total number
of votes that holders of Capital Stock are entitled to cast with respect to such
matter.

                     

                    (18)           “Valuation
Date” means the following:

                     

                    (a)           For
a Business Combination voted upon by shareholders, the latter of the date prior
to the date of the shareholders’ vote and the day 20 days prior to the
consummation of the Business Combination; and

                     

                    (b)           For
a Business Combination not voted upon by the shareholders, the date of the
consummation of the Business Combination.

                     

                    (19)           “Voting
Stock” means shares of Capital Stock of the Corporation entitled to vote
generally in the election of directors.

                     

                    E.           Benefit of
Statute.  This Corporation claims and shall have the benefit of
the provisions of R.S. 12:133 except that the provisions of R.S. 12:133 shall
not apply to any business combination involving an interested shareholder that
is an employee benefit plan or related trust of this Corporation.

                     

                     

                    
                      ARTICLE
VI

                      Shareholders’
Meetings

                       

                      
                        A.           Written
Consents.  Any action required or permitted to be taken at any
annual or special meeting of shareholders may be taken only upon the vote of the
shareholders, present in person or represented by duly authorized proxy, at an
annual or special meeting duly noticed and called, as provided in the Bylaws of
the Corporation, and may not be taken by a written consent of the shareholders
pursuant to the Business Corporation Law of the State of Louisiana.

                         

                        B.           Special
Meetings.  Subject to the terms of any outstanding class or
series of Preferred Stock that entitles the holders thereof to call special
meetings, the holders of a majority of the Total Voting Power of the Corporation
shall be required to cause the Secretary of the Corporation to call a special
meeting of shareholders pursuant to La. R.S. 12:73B (or any successor
provision).  Nothing in this Article VI shall limit the power of the
President of the Corporation or its Board of Directors to call a special meeting
of shareholders.

                         

                      

                       

                      
                        ARTICLE
VII

                        Limitation
of Liability and Indemnification

                         

                         

                        
                          A.           Limitation of
Liability.  No director or officer of the Corporation shall be
liable to the Corporation or to its shareholders for monetary damages for breach
of his fiduciary duty as a director or offi­cer, provided that the foregoing
provision shall not elimi­nate or limit the liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
share­holders; (2) acts or omissions not in good faith or which involve
inten­tional mis­conduct or a knowing violation of law; (3)
liabil­ity for unlawful distributions of the Corporation’s assets to, or
redemptions or repurchases of the Corporation’s shares from, share­holders
of the Corporation, under and to the extent provided in La. R.S. 12:92D; or (4)
any transaction from which he derived an improper personal benefit.

                           

                          B.           Authorization of Further
Actions.  The Board of Directors may (1) cause the Corporation
to enter into contracts with its directors and officers providing for the
limitation of liability set forth in this Article to the fullest extent
permitted by law, (2) adopt By-laws or resolutions, or cause the Corporation to
enter into contracts, providing for indemnification of directors and officers of
the Corporation and other persons (including but not limited to directors and
officers of the Corporation’s direct and indirect Subsidiaries) to the fullest
extent permitted by law and (3) cause the Corporation to exercise the insurance
powers set forth in La. R.S. 12:83F, notwithstanding that some or all of the
members of the Board of Directors acting with respect to the foregoing may be
parties to such contracts or beneficiaries of such By-laws or resolutions or the
exercise of such powers.  No repeal or amendment of any such By-laws
or resolutions limiting the right to indemnification thereunder shall affect the
entitlement of any person to indemnification whose claim thereto results from
conduct occurring prior to the date of such repeal or amendment.

                           

                          C.           Subsidiaries.  The
Board of Directors may cause the Corporation to approve for the officers and
directors of its direct and indirect Subsidiaries limitation of liability,
indemnification and insurance provisions comparable to the
foregoing.

                           

                          D.           Amendment of
Article.  Notwithstanding any other provisions of these
Articles of Incorporation, the affirmative vote of the holders of at least 80%
of the Total Voting Power shall be required to amend or repeal this Article VII,
and any amendment or repeal of this Article shall not adversely affect any
elimination or limitation of liability of a director or officer of the
Corporation under this Article with respect to any action or inaction occurring
prior to the time of such amendment or repeal.

                           

                        

                         

                        
                          ARTICLE
VIII

                          Reversion

                           

                          
                            Except
for cash, shares or other property or rights payable or issuable to the holders
of Preferred Stock, the rights to which shall be determined under applicable
state law, Cash, property or share dividends, shares issuable to
share­holders in connection with a reclassification of stock, and the
redemption price of redeemed shares, that are not claimed by the shareholders
entitled thereto within one year after the dividend or redemption price became
payable or the shares became issuable, despite reasonable efforts by the
Corporation to pay the dividend or redemption price or deliver the certificates
for the shares to such shareholders within such time, shall, at the expiration
of such time, revert in full ownership to the Corporation, and the Corporation’s
obli­gation to pay such dividend or redemption price or issue such shares,
as the case may be, shall thereupon cease, provided, however, that the Board of
Directors may, at any time, for any reason satisfactory to it, but need not,
authorize (i) payment of the amount of any cash or property dividend or
redemption price or (ii) issuance of any shares, ownership of which has reverted
to the Corporation pursuant to this Article, to the person or en­tity who or
which would be entitled thereto had such reversion not occurred.

                             

                          

                           

                          
                            ARTICLE
IX

                            Amendments

                             

                             

                            
                              A.           Charter
Amendments.  Articles IV (other than paragraphs F and G), V,
VI(A) and IX of these Articles of Incorporation shall not be amended in any
manner (whether by modification or repeal of an existing Article or Articles or
by addition of a new Article or Articles) except upon resolutions adopted by the
affirmative vote of both (i) 80% of the Total Voting Power entitled to be cast
by the holders of outstanding shares of Voting Stock, voting together as a
single group, and (ii) two-thirds of the Total Voting Power entitled to be cast
by the Independent Shareholders present or duly represented at a shareholders’
meeting, voting as a separate group; provided, however, that if such resolutions
shall first be adopted by both a majority of the directors then in office and a
majority of the Continuing Directors, voting as a separate group, then such
resolutions shall be deemed adopted by the shareholders upon the affirmative
vote of a majority of the Total Voting Power entitled to be cast by the holders
of outstanding shares of Voting Stock, voting as a single group.

                               

                              B.           Bylaw
Amendments.  Bylaws of this Corporation may be altered,
amended, or repealed or new Bylaws may be adopted by (i) the shareholders, but
only upon the affirmative vote of both 80% of the Total Voting Power entitled to
be cast by the holders of outstanding shares of Voting Stock, voting together as
a single group, and two-thirds of the Total Voting Power entitled to be cast by
the Independent Shareholders present or duly represented at a shareholders’
meeting, voting as a separate group, or (ii) the Board of Directors, but only
upon the affirmative vote of both a majority of the directors then in office and
a majority of the Continuing Directors, voting as a separate group.

                               

                              *
* * * *