Exhibit 4.1


 


AMENDED
AND RESTATED


ARTICLES
OF INCORPORATION


 


TRINITY
CAPITAL CORPORATION


 


TRINITY CAPITAL CORPORATION, a New Mexico
corporation, hereby amends and restates its Articles of Incorporation, as
previously amended, in the following particulars and adopts the following
Articles of Incorporation:


 


FIRST:    The
name of the corporation is “TRINITY CAPITAL CORPORATION”.


 


SECOND:       The
purpose or purposes for which the corporation is organized are:


 


To constitute a bank holding company and to
do all acts permissible under the provisions of 12 United States Code, Section 1841
to 1844, inclusive, and 1846 to 1849, inclusive, as the same now exists or may
be from time to time amended and all acts permissible under regulations now
existing or promulgated from time to time by the Board of Governors of the
Federal Reserve System pursuant to said statutes.


 


THIRD:  The
total number of shares of stock which the corporation shall have authority to
issue is twenty million (20,000,000) shares of Common Stock, no par value per
share, and one million (1,000,000) shares of Preferred Stock, no par value per
share.


 


The shares of
Preferred Stock may be issued from time to time in one or more series. The
board of directors of the corporation shall have authority to fix by resolution
or resolutions the designations and the powers, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof, including, without limitation, the voting rights, the
dividend rate, conversion rights, redemption price and liquidation preference,
of any series of shares of Preferred Stock, to fix the number of shares
constituting any such series and to increase or decrease the number of shares
of any such series (but not below the number of shares thereof then
outstanding). In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally fixing
the number of shares of such series.


 


FOURTH:           The
corporation will not commence business until consideration of the value of at
least $1, 000.00 has been received from the issuance of shares.


 


FIFTH:   No
shareholder shall be entitled as a matter of right to subscribe for or receive
additional shares of any class of stock of the corporation, whether now or
hereafter authorized, or any bonds, debentures or other securities convertible
into stock, but such additional shares of stock may be issued or disposed of by
the board of directors to such persons and on such terms as in its discretion
it shall deem advisable.


 


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SIXTH:   The
address of its registered office is Los Alamos National Bank, 1200 Trinity, Los
Alamos, New Mexico, and the name of its registered agent at such address is Heather
Boone.


 


SEVENTH:         The
number of directors constituting the initial board of directors of the
corporation is ten (10), and the names and addresses of the persons who are to serve
as directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:


 


	
  NAME

  	
   

  	
  ADDRESS

  
	
   

  	
   

  	
   

  
	
  George A. Cowan

  	
   

  	
  721 42nd Street

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Thurman E. Gunter

  	
   

  	
  191 El Gancho

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Harold T. Moore

  	
   

  	
  193 Tunyo

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  John D. Rogers

  	
   

  	
  329 Rover Boulevard

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  John H. Russell

  	
   

  	
  1165 41st Street

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  F. C. Sander

  	
   

  	
  4429 Trinity Drive

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  H. E. Speer

  	
   

  	
  Post Office Box 838

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Wayne VanderHam

  	
   

  	
  550 Totavi

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Robert E. Waterman

  	
   

  	
  Post Office Box 250

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Mona Williams

  	
   

  	
  Post Office Box 128

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  EIGHTH: 

  	
  The name and address of each incorporator
  is:

  
				



 


	
  NAME

  	
   

  	
  ADDRESS

  
	
   

  	
   

  	
   

  
	
  George A. Cowan

  	
   

  	
  721 42nd Street

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  H. E. Speer

  	
   

  	
  Post Office Box 838

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  
	
   

  	
   

  	
   

  
	
  Mona Williams

  	
   

  	
  Post Office Box 128

  
	
   

  	
   

  	
  Los Alamos, New Mexico 87544

  



 


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NINTH:


 


A. Except as otherwise expressly provided in
paragraph C of this Article or in any other provision of these
articles of incorporation, and notwithstanding any other provision of these
articles of incorporation:


 


(i) any merger or consolidation of the
corporation or of any Subsidiary with or into any other corporation;


 


(ii) any sale, lease, exchange or other
disposition by the corporation or any Subsidiary of assets constituting all or
substantially all of the assets of the corporation and its Subsidiaries taken
as a whole to or with any other corporation, person or other entity in a single
transaction or a series of related transactions;


 


(iii) any issuance or transfer by the
corporation or any Subsidiary, of any voting securities of the corporation
(except for voting securities issued pursuant to a stock option, purchase,
bonus or other plan for natural persons who are directors, employees,
consultants and/or agents of the corporation or any Subsidiary) to any other
corporation, person or other entity in exchange for cash, assets or securities
or a combination thereof;


 


(iv) the voluntary dissolution of the
corporation; and


 


(v) the amendment, alteration, change or
repeal of these Articles of Incorporation;


 


shall require the affirmative vote of the holders of shares having at
least 70% of the voting power of all outstanding stock of the corporation
entitled to vote thereon. Such affirmative vote shall be required
notwithstanding the fact that no vote or a lesser vote may be required, or that
some lesser percentage may be specified by law or otherwise in these articles
of incorporation or by the bylaws of the corporation.


 


B.            For
purposes of this Article, the term “Subsidiary” means any entity in which the
corporation beneficially owns, directly or indirectly, more than 80% of the
outstanding voting stock. The phrase “voting security” as used in
paragraph A of this Article shall mean any security which is (or upon
the happening of any event, would be) entitled to vote for the election of
directors, and any security convertible, with or without 


 


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consideration into such security or carrying any warrant or right to
subscribe to or purchase such a security.


 


C.            The
provisions of this Article shall not apply to any transaction described in
clauses (i), (ii), (iii), (iv) or (v) of
paragraph A of this Article: (i) approved at any time prior to its
consummation by resolution adopted by not less than 70% of the number of
directors as may be fixed from time to time, in the manner prescribed herein,
by the board of directors of the corporation; or (ii) if any transaction
described in such paragraph A is with any corporation of which a majority
of the outstanding shares of all classes of stock is owned of record or
beneficially by the corporation; or (iii) which is a merger with another
corporation that does not require action by the stockholders of the corporation
to the extent and in the manner permitted from time to time by the law of the
State of New Mexico.


 


D.            The
interpretation, construction and application of any provision or provisions of
this Article and the determination of any facts in connection with the
application of this Article, shall be made by the affirmative vote of not less
than 70% of the number of directors as may be fixed from time to time, in the
manner prescribed herein, by the board of directors of the corporation. Any
such interpretation, construction, application or determination, when made in
good faith, shall be conclusive and binding for all purposes of this Article.


 


TENTH: The
directors of the corporation shall be divided into three classes, Class I,
Class II and Class III, as nearly equal in number as the then total
number of directors constituting the entire board of directors permits with the
term of office of one class expiring each year. Directors of Class I shall
hold office for an initial term expiring at the 2004 annual meeting, directors
of Class II shall hold office for an initial term expiring at the 2005
annual meeting and directors of Class III shall hold office for an initial
term expiring at the 2006 annual meeting. At each annual meeting of
stockholders, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third
succeeding annual meeting. Any vacancies in the board of directors for any reason,
and any directorships resulting from any increase in the number of directors,
may be filled by the board of directors, acting by a majority of the directors
then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of the class for which such directors shall
have been chosen and until their successors shall be elected and qualified. If
the number of directors is changed, any increase or decrease in the number of
directors shall be apportioned among the classes so as to maintain all classes
as equal in number as possible.


 


There shall be no cumulative voting in the election of directors.


 


Notwithstanding any other provisions of this certificate of
incorporation or the bylaws of the corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this certificate of
incorporation or the bylaws of the corporation), any director or the entire
board of directors of the corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of a majority of the
outstanding shares of stock of the 


 


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corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at an annual meeting of stockholders or at a meeting
of the stockholders called for that purpose. Cause for removal shall be deemed
to exist only if the director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction or has been adjudged by a court of
competent jurisdiction to be liable for gross negligence or willful misconduct
in the performance of such director’s duty to the corporation and such
adjudication is no longer subject to direct appeal.


 


ELEVENTH: Any
new business to be conducted at the annual meeting of the shareholders shall be
stated in writing and filed with the Secretary of the corporation on or before
sixty (60) days in advance of the first anniversary date (month and day)
of the previous year’s annual meeting, and all business so stated, proposed and
filed shall, unless prior action thereon is required by the board of directors,
be considered at the annual meeting. Any shareholder may make any other
proposal at the annual meeting and the same may be discussed and considered,
but unless stated in writing and filed with the Secretary of the corporation on
or before sixty (60) days in advance of the first anniversary date (month
or day) of the previous year’s annual meeting, such proposal may only be voted
upon at a meeting held at least thirty (30) days after the annual meeting
at which it is presented. No other proposal made by shareholders may be acted
upon at the annual meeting. This provision shall not prevent the consideration,
approval or disapproval at the annual meeting of the reports of officers and
committees, but in connection with such reports no business shall be acted upon
at such annual meeting unless stated and filed as herein provided.


 


Nominations of candidates for election as directors at any meeting of
shareholders may be made: (a) by, or at the direction of, a majority of
the board of directors; or (b) by any shareholder of record entitled to
vote at such meeting; provided that only persons nominated in accordance with
procedures set forth in this Article shall be eligible for election as
directors.


 


Nominations, other than those made by, or at the direction of, the
board of directors, may only be made pursuant to timely notice in writing to
the Secretary of the corporation as set forth in this Article. To be timely, a
shareholder’s notice shall be delivered to, or mailed and received by the
Secretary of the corporation, for an annual meeting, not less than sixty
(60) days nor more than ninety (90) days in advance of the first
anniversary date (month and day) of the previous year’s annual meeting, and for
a special meeting, not less than sixty (60) days nor more than ninety
(90) days in advance of the date (month and day) of the special meeting,
regardless of any postponements or adjournments of that meeting to a later
date. Such shareholder notice shall set forth: (a) as to each person whom
the shareholder proposes to nominate for election as a director: (i) the
name, age, business address and residential address of such person; (ii) the
principal occupation or employment of such person; (iii) the class and
number of shares of the corporation’s stock which are beneficially owned by
such person on the date of such shareholder notice; and (iv) any other
information relating to such person that would be required to be disclosed on Schedule 13D
pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), in connection with the acquisition of stock, and
pursuant to Regulation 14A under the Exchange Act, in connection with the
solicitation of proxies with respect to nominees for election as directors,
regardless of whether such person is 


 


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subject to the
provisions of such regulations, including, but not limited to, information
required to be disclosed by Items 4(b) and 6 of Schedule 14A of
Regulation 14A with the Securities and Exchange Commission; and (b) as
to the shareholder giving the notice: (a) the name and address, as they
appear on the corporation’s books, of such shareholder and the name and
principal business or residential address of any other beneficial shareholders
known by such shareholder to support such nominees; and (b) the class and
number of shares of the corporation’s stock which are beneficially owned by
such shareholder on the date of such shareholder notice and the number of
shares owned beneficially by any other record or beneficial shareholders known
by such shareholder to be supporting such nominees on the date of such
shareholder notice. At the request of the board of directors, any person
nominated by, or at the request of, the board of directors for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in a shareholder’s notice of nomination which pertains
to the nominee.


 


The board of
directors may reject any nomination by a shareholder not timely made in
accordance with the requirements of this Article. If the board of directors, or
a committee designated by the board of directors, determines that the
information provided in a shareholder’s notice does not satisfy the
informational requirements of this Article in any material respect, the
Secretary of the corporation shall promptly notify such shareholder of the
deficiency in the notice. The shareholder may cure the deficiency by providing
additional information to the Secretary within such period of time, not less
than five days from the date such deficiency notice is given to the
shareholder, as the board of directors or such committee shall determine. If
the deficiency is not cured within such period, or if the board of directors or
such committee determines that the additional information provided by the
shareholder, together with information previously provided, does not satisfy
the requirements of this Article in any material respect, then the board
of directors may reject such shareholder’s notice and the proposed nominations
shall not be accepted if presented at the shareholder meeting to which the
notice relates. The Secretary of the corporation shall notify a shareholder in
writing whether his or her nomination has been made in accordance with the time
and informational requirements of this Article. Notwithstanding the procedure
set forth in this Article, if neither the board of directors nor such committee
makes a determination as to the validity of any nominations by a shareholder,
the presiding officer of the shareholders meeting shall determine and declare
at the meeting whether a nomination was not made in accordance with the terms
of this Article. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Article, he or she shall so declare
at the meeting and the defective nomination shall not be accepted.


 


TWELFTH:
Special meetings of the stockholders may only be called by at least 50% of the
directors then in office, the President or by the holders of not less than a
majority of shares entitled to vote at the meeting.


 


THIRTEENTH:


 


A.  In addition to any affirmative vote required
by law or these articles of incorporation, and except as otherwise expressly
provided in this Section:


 


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1.             any
merger or consolidation of the corporation or any Subsidiary (as hereinafter
defined) with (i) any Interested Stockholder (as hereinafter defined) or (ii) any
other corporation (whether or not itself an Interested Stockholder) which is,
or after such merger or consolidation would be, an Affiliate (as hereinafter defined)
of an Interested Stockholder; 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 Stockholder,
or any Affiliate of any Interested Stockholder, of any assets of the
Corporation or any Subsidiary having an aggregate Fair Market Value (as
hereafter defined) 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 Stockholder or any Affiliate of any Interested
Stockholder 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 any Interested Stockholder or any
Affiliate of any Interested Stockholder; 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 an Interested Stockholder) which has
the effect, directly or indirectly, of increasing the proportionate share of
the outstanding shares of any class of equity or convertible securities of the
corporation or any Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested Stockholder;


 


shall require the affirmative vote of the holders of at least 70% of
the voting power of the then outstanding shares of stock of the corporation
entitled to vote in the election of directors (the “Voting Stock”), voting together
as a single class. Such affirmative vote shall be required notwithstanding the
fact that no vote may be required, or that a lesser percentage may be
specified, by law or by any other provisions of these articles of incorporation
or in any agreement with any national securities exchange or quotation system
or otherwise.


 


The term “Business Combination” as used in
this Article shall mean any transaction which is referred to in any one or
more of paragraphs 1 through 5 of Section A of this Article.


 


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B. The
provisions of Section A of this Article shall not be applicable to
any particular Business Combination, and such Business Combination shall
require only the affirmative vote of the majority of the outstanding shares of
capital stock entitled to vote, or such vote as is required by law or by these
articles of incorporation, if, in the case of any Business Combination that
does not involve any cash or other consideration being received by the
stockholders of the corporation solely in their capacity as stockholders of the
corporation, the condition specified in the following paragraph 1 is met
or, in the case of any other Business Combination, all of the conditions
specified in either of the following paragraphs 1 and 2 are met:


 


1.             The
Business Combination shall have been approved by a majority of the
Disinterested Directors (as hereinafter defined).


 


2.             All
of the following conditions shall have been met:


 


(a)   The aggregate amount of
the cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by the holders of Common Stock in such Business Combination shall at least be
equal to the higher of the following:


 


I.   (if applicable) the Highest Per
Share Price, including any brokerage commissions, transfer taxes and soliciting
dealers’ fees, paid by the Interested Stockholder or any of its Affiliates for
any shares of Common Stock acquired by it (X) within the two-year period
immediately prior to the first public announcement of the proposal of the
Business Combination (the “Announcement Date”), or (Y) in the transaction
in which it became an Interested Stockholder, whichever is higher.


 


II.  the Fair Market Value per share
of Common Stock on the Announcement Date or on the date on which the Interested
Stockholder became an Interested Stockholder (such latter date is referred to
in this Article as the “Determination Date”), whichever is higher.


 


(b)   The aggregate amount of
the cash and the Fair Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be received per share
by holders of shares of any class of outstanding Voting Stock other than Common
Stock shall be at least equal to the highest of the following (it being
intended that the requirements of this subparagraph (b) shall be required
to be met with respect to every such class of outstanding Voting Stock, whether
or not the Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock):


 


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I.   (if applicable) the Highest Per
Share Price (as hereinafter defined), including any brokerage commissions,
transfer taxes and soliciting dealers’ fees, paid by the Interested Stockholder
for any shares of such class of Voting Stock acquired by it (X) within the
two-year period immediately prior to the Announcement Date, or (Y) in the
transaction in which it became an Interested Stockholder, whichever is higher;


 


II.  (if applicable) the highest
preferential amount per share to which the holders of shares of such class of
Voting Stock are entitled in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the corporation; and


 


III.  the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date, whichever is
higher.


 


(c)   The consideration to be
received by holders of a particular class of outstanding Voting Stock (including
Common Stock) shall be in, cash or in the same form as the Interested
Stockholder has previously paid for shares of such class of Voting Stock. If
the Interested Stockholder has paid for shares of any class of Voting Stock
with varying forms of consideration, the form of consideration to be received
per share by holders of shares of such class of Voting Stock shall be either
cash or the form used to acquire the largest number of shares of such class of
Voting Stock previously acquired by the Interested Stockholder. The price
determined in accordance with subparagraph B.2 of this Article shall be
subject to appropriate adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.


 


(d)   After such Interested Stockholder
has become an Interested Stockholder and prior to the consummation of such
Business Combination: (i) except as approved by a majority of the
Disinterested 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 stock having
preference over the Common Stock as to dividends or liquidation; (ii) there
shall have been (X) 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 Disinterested Directors, and
(Y) an increase in such annual rate of dividends as necessary to reflect
any reclassification (including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of reducing the
number of outstanding shares of Common Stock, unless the failure to so increase
such annual rate is approved by a majority of the Disinterested Directors; and (iii) neither



 


9





















 


such Interested Stockholder 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 Stockholder becoming an
Interested Stockholder.


 


(e)   After such Interested
Stockholder has become an Interested Stockholder, such Interested Stockholder
shall not have received the benefit, directly or indirectly (except proportionately
as a stockholder), 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.


 


(f) A
proxy or information statement describing the proposed Business Combination and
complying with the requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions
replacing such Act, rules or regulations) shall be mailed to stockholders
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).


 


C. For the
purposes of this Article:


 


1.             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.


 


2.             ”Interested
Stockholder” shall mean any Person (other than the corporation or any holding
company or subsidiary thereof) who or which:


 


(a)   is
the beneficial owner, directly or indirectly, of more than 10% of the voting
power of the outstanding Voting Stock; or


 


(b)   is
an Affiliate of the corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial owner, directly or
indirectly, of lot or more of the voting power of the then outstanding Voting
Stock; or


 


(c)   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 Stockholder, if such assignment
or succession shall have 


 


10





















 


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.


 


3.             A
Person shall be a “beneficial owner” of any Voting Stock:


 


(a)   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 June 30, 2003;
or


 


(b)   which
such Person or any of its Affiliates or Associates has (i) 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 (ii) 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
stockholders, 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


 


(c)   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 December 31,
1991, by any other Person with which such Person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purposes of
acquiring, holding, voting (other than solely by reason of a revocable proxy as
described in Subparagraph (b) of this Paragraph 3) or in 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 purposes hereof, to beneficially own any shares of Voting Stock held
under any such plan.


 


4.             For
the purpose of determining whether a Person is an Interested Stockholder
pursuant to Paragraph 2 of this Section C, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of Paragraph 3 of this Section C, but shall not include
any other shares of Voting Stock which may be issuable
pursuant to any agreement,


 


11





















arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.


 


5.             ”Affiliate”
and “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 June 30, 2003.


 


6.             ”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 Stockholder set forth in
Paragraph 2 of this Section C, 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.


 


7.             ”Disinterested
Director” means any member of the board of directors who is unaffiliated with
the Interested Stockholder and was a member of the board of directors prior to
the time that the Interested Stockholder became an Interested Stockholder, 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 Stockholder, and in connection with his or her initial assumption of
office is recommended for appointment or election by a majority of
Disinterested Directors then on the board of directors.


 


8.             ”Fair
Market Value” means: (a) in the case of stock, the highest closing sales
price of the stock during the 30-day period immediately preceding the date in
question of a share of such stock of the National Association of Securities
Dealers Automated Quotations (“NASDAQ”) System or any system then in use, or,
if such stock is admitted to trading on a principal United States securities
exchange registered under the Securities Exchange Act of 1934, Fair Market
Value shall be the highest sale price reported during the 30-day period
preceding the date in question, or, if no such quotations are available, the
Fair Market Value on the date in question of a share of such stock as
determined by the board of directors in good faith, in each case with respect
to any class of stock, appropriately adjusted for any dividend or distribution
in shares of such stock or in combination or reclassification of outstanding
shares of such stock into a smaller number of shares of such stock, and (b) 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 of directors in
good faith.


 


9.             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.


 


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10.   In
the event of any Business Combination in which the Corporation survives, the
phrase “other consideration to be received” as used in Subparagraphs (a) and
(b) of Paragraph 2 of Section B of this Article shall
include the shares of Common Stock and/or the shares of any other class of
outstanding Voting Stock retained by the holders of such shares.


 


D.            A
majority of the Disinterested Directors of the corporation shall have the power
and duty to determine for the purposes of this Article, on the basis of
information known to them after reasonable inquiry, (a) whether a person
is an Interested Stockholder; (b) the number of shares of Voting Stock
beneficially owned by any person; (c) whether a person is an Affiliate or
Associate of another; and (d) whether the assets which are the subject of
any Business Combination have, or the consideration to be received for the
issuance or transfer of securities by the corporation or any Subsidiary in any
Business Combination has an aggregate Fair Market Value equaling or exceeding
25% of the combined assets of the corporation and its Subsidiaries. A majority
of the Disinterested Directors shall have the further power to interpret all of
the terms and provisions of this Article.


 


E.             Nothing
contained in this Article shall be construed to relieve any Interested
Stockholder from any fiduciary obligation imposed by law.


 


F.             Notwithstanding
any other provisions of these articles of incorporation or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock required by law or these of incorporation, the affirmative vote of the
holders of at least 70% of the voting power of all of the then outstanding
shares of the Voting Stock, voting together as a single class, shall be
required to alter, amend or repeal this Article.


 


FOURTEENTH:
Each person who is or was a director or officer of the corporation and each
person who serves or served at the request of the corporation as a director,
officer or partner of another enterprise shall be indemnified by the
corporation in accordance with, and to the fullest extent authorized by, the
Business Corporation Act of the State of New Mexico, as the same now exists or
may be hereafter amended. No amendment to or repeal of this Article shall
apply to or have any effect on the rights of any individual referred to in this
Article for or with respect to acts or omissions of such individual
occurring prior to such amendment or repeal.


 


FIFTEENTH: In
connection with the exercise of its judgment in determining what is in the best
interests of this corporation and its stockholders when evaluating a proposal
by another person or persons to make a tender or exchange offer for any equity
security of this corporation or any subsidiary, to merge or consolidate with
this corporation or any subsidiary or to purchase or otherwise acquire all or
substantially all of the assets of this corporation or any subsidiary, the board
of directors of this corporation may consider all of the following factors and
any other factors which it deems relevant: (A) the adequacy of the amount
to be paid in connection with any such transaction; (B) the social and
economic effects of the transaction on the corporation and its subsidiaries and
the other elements of the communities in which the corporation or its 


 


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subsidiaries
operate or are located; (C) 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; (D) the competence, experience, and integrity of the acquiring
person or persons and its or their management; and (E) any antitrust or
other legal or regulatory issues which may be raised by any such transaction.


 


	
  DATED:
  October 1, 2003

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Steve W. Wells

  
	
   

  	
  Secretary

  



 


 


	
  STATE OF NEW MEXICO

  	
  )

  
	
   

  	
  :SS.

  
	
  COUNTY OF LOS ALAMOS

  	
  )

  



 


On October 2, 2003, before me, Steve W. Wells, Secretary of
Trinity Capital Corporation, personally appeared and personally known to me and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person or the entity upon behalf of
which the person acted executed the instrument.


 


	
   

  	
  Witness my hand and official seal.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of Notary Public

  
	
   

  	
  My commission expires:

  	
   

  	
   

  
	
   

  	
   

  
				



 


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