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                               AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                        LAKELAND FINANCIAL CORPORATION

                        ------------------------------

 

                                   ARTICLE I

                                   ---------

 

                                     Name

                                     ----

 

        The name of the Corporation is Lakeland Financial Corporation.

 

                                  ARTICLE II

                                  ----------

 

                                   Purposes

                                   --------

 

     The purposes for which the Corporation is formed are:

 

     SECTION 1. To acquire control of the Lake City Bank, of Warsaw, Indiana

and to operate as a bank holding company.

 

     SECTION 2. GENERAL POWERS. To possess, exercise, and enjoy all rights,

powers and privileges conferred upon bank holding companies by the Bank

Holding Company Act of 1956 as amended and as hereafter amended or

supplemented, and all other rights and powers authorized by the laws of the

State of Indiana, and the laws of the United States of America applicable to

bank holding companies and the regulations of the Board of Governors of the

Federal Reserve System.

 

     SECTION 3. TO DEAL IN REAL PROPERTY. Subject to the limitations of

Section 2 above, to acquire by purchase, exchange, lease or otherwise, and to

hold, own, use, construct, improve, equip, manage, occupy, mortgage, sell,

lease, convey, exchange or otherwise dispose of, alone or in conjunction with

others, real estate and leaseholds of every kind, character and description

whatsoever and wheresoever situated, and any other interests therein,

including, but without limiting the generality thereof, buildings, factories,

warehouses, offices and structures of all kinds.

 

     SECTION 4. CAPACITY TO ACT. Subject to the limitations of Section 2

above, to have the capacity to act possessed by natural persons and to perform

such acts as are necessary and advisable to accomplish the purposes,

activities and business of the Corporation.

 

 

                                      -7-

 

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     SECTION 5. TO ACT AS AGENT. Subject to the limitations of Section 2

above, to act as agent or representative for any firm, association,

corporation, partnership, government or person, public or private, with

respect to any activity or business of the Corporation.

 

     SECTION 6. TO MAKE CONTRACTS AND GUARANTEES. Subject to the limitations

of Section 2 above, to make, execute and perform, or cancel and rescind,

contracts of every kind and description, including guarantees and contracts of

suretyship, with any firm, association, corporation, partnership, government

or person, public or private.

 

     SECTION 7. TO BORROW FUNDS. Subject to the limitations of Section 2

above, to borrow moneys for any activity or business of the Corporation and,

from time to time, without limit as to amount, to draw, make, accept, endorse,

execute and issue promissory notes, drafts, bills of exchange, warrants,

bonds, debentures, notes, trust receipts, and other negotiable or

non-negotiable instruments and evidences of indebtedness, and to secure the

payment thereof, and the interest thereon, by mortgage, pledge, conveyance, or

assignment in trust of all or any part of the assets of the Corporation, real,

personal or mixed, including contract rights, whether at the time owned or

thereafter acquired, and to sell, exchange, or otherwise dispose of such

securities or other obligations of the Corporation.

 

     SECTION 8. TO DEAL IN ITS OWN SECURITIES. Subject to the limitations of

Section 2 above, to purchase, take, receive or otherwise acquire, and to hold,

own, pledge, transfer or otherwise dispose of shares of its own capital stock

and other securities. Purchases of the Corporation's own shares, whether

direct or indirect, may be made without shareholder approval only to the

extent of unreserved and unrestricted earned surplus available therefor.

 

                                  ARTICLE III

                                  -----------

 

                              Period of Existence

                              -------------------

 

     The period during which the Corporation shall continue is perpetual.

 

                                  ARTICLE IV

                                  ----------

 

                      Resident Agent and Principal Office

                      -----------------------------------

 

     SECTION 1. RESIDENT AGENT. The name and address of the Corporation's

Resident Agent for service of process is R. Douglas Grant, 202 East Center

Street, P.O. Box 1387, Warsaw, Indiana 46580.

 

 

                                      -8-

 

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     SECTION 2. PRINCIPAL OFFICE. The post office address of the principal

office of the Corporation is 202 East Center Street, P.O. Box 1387, Warsaw,

Indiana 46580.

 

                                   ARTICLE V

                                   ---------

 

                               Authorized Shares

                               -----------------

 

     SECTION 1. NUMBER OF SHARES. The total number of shares which the

Corporation is to have authority to issue is 90,000,000, all of which are

without par value.

 

     SECTION 2. GENERAL TERMS. All of the authorized shares shall be

designated as "Common Stock", and each share of Common Stock shall be equal to

every other share of Common Stock and shall participate equally in all

earnings and profits of the Corporation and on distribution of assets, either

on dissolution, liquidation or otherwise.

 

     SECTION 3. VOTING RIGHTS. Each holder of the Common Stock shall have the

right to vote on all matters presented to shareholders and shall be entitled

on all matters including elections of directors to one vote for each share of

Common Stock registered in his name on the books of the Corporation.

 

                                  ARTICLE VI

                                  ----------

 

                     Requirements Prior To Doing Business

                     ------------------------------------

 

     The stated capital of the Corporation as of the date of filing of these

Restated Articles of Incorporation is at least One Thousand Dollars

($1,000.00).

 

                                  ARTICLE VII

                                  -----------

 

                                  Director(s)

                                  -----------

 

     SECTION 1. NUMBER OF DIRECTORS. The Board of Directors shall be composed

of such number of directors ranging from nine (9) to eighteen (18), inclusive,

as shall be established from time to time by the By-laws of the Corporation.

In the absence of the establishment of such a number, the number of directors

shall be ten (10).

 

     SECTION 2. QUALIFICATIONS OF DIRECTORS.

 

     (a)  Directors need not be shareholders of the Corporation.

 

     (b)  No director shall be a director, officer, employee, or the holder of

          5% or more of the outstanding shares of any class of voting

          securities or securities convertible into voting securities of any

 

                                      -9-

 

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          financial institution, including but not limited to banks, trust

          companies, savings and loan associations, whether stock or mutual,

          credit unions, bank holding companies, savings and loan holding

          companies, or any other entity controlling, controlled by or in

          common control with a financial institution, other than (a) the

          Corporation, (b) any subsidiary of or other entity controlled by the

          Corporation, or (c) serving in any capacity at the request of the

          Corporation.

 

     (c)  Those directors holding office as of the date of these amended

          Articles, who would otherwise be precluded from serving as directors

          of this Corporation because of the restrictions imposed by this

          Section 3 of the Article VII, shall be permitted to continue to

          serve as directors of the Corporation for such continuous period of

          time as they are elected or reelected by the shareholders.

 

     SECTION 3. TERMS OF DIRECTORS.

 

     (a) The terms of the Directors shall be staggered as set forth herein.

For purposes of this section, the Board of Directors shall be divided into

three classes consisting, to the extent possible, of equal numbers. The

classes shall be designated Class A, Class B and Class C, respectively. To the

extent that the number of directors is not divisible by three (3), the first

additional director shall be placed in Class A and the second additional

director, if there is one, shall be placed in Class B.

 

     (b) At the annual meeting of shareholders to be held in 1984, the

shareholders shall vote for the total number of directors as shall be set by

the Board of Directors pursuant to Section 1 of this Article VII. Class A

shall be elected for a term of three (3) years. Class B shall be elected for

an initial term of two (2) years and for terms thereafter of three (3) years.

Class C shall be elected for an initial term of one (1) year and for terms

thereafter of three (3) years. Each person elected shall serve for the term of

the class to which he has been designated and until his successor is duly

elected and qualified or until his earlier death, resignation,

disqualification, or removal from office.

 

     (c) At the annual meeting of shareholders to be held in 1985, the

shareholders shall vote for the number of directors comprising Class B to hold

office for a term of three (3) years. At the annual meeting of shareholders to

be held in 1986, the shareholders shall vote for the number of directors

comprising Class C to hold office for a term of three years. At subsequent

annual meetings, the shareholders shall vote for the number of directors

comprising the class whose term is expiring, which class shall be elected for

a term of three (3) years.

 

     SECTION 4. REMOVAL OF DIRECTORS. Except as provided below, a director may

not be removed or suspended from the Board of Directors except with cause as

determined by procedures established from time to time by the By-laws of the

Corporation. Any or all members of the Board of Directors may be removed, with

or without cause, at a meeting of the shareholders called expressly for that

 

                                     -10-

 

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purpose, by a vote of the holders of not less than two-thirds of the

outstanding shares of common stock of the Corporation entitled to vote at that

meeting. Any director shall immediately cease being a director when he no

longer satisfies the standards for qualification established by Section 3 of

this Article VII.

 

                                 ARTICLE VIII

                                 ------------

 

                                   Officers

                                   --------

 

     The name and post office address of the President and Secretary of the

Corporation at the date of adoption of these Amended and Restated Articles of

Incorporation are, respectively:

                                  

                                  NUMBER AND

         NAME                 STREET OR BUILDING    CITY     STATE    ZIP

         ----                 ------------------    ----     -----    ---

                              

R. Douglas Grant, President     P.O. Box 1387      Warsaw      IN   46581-1387

Terry M. White, Secretary       P.O. Box 1387      Warsaw      IN   46580-1387

 

 

 

 

                                  ARTICLE IX

                                  ----------

 

                     Provisions for Regulation of Business

                     and Conduct of Affairs of Corporation

                     -------------------------------------

 

     SECTION 1. MEETINGS OF SHAREHOLDERS. Meetings of shareholders of the

Corporation shall be held at such place, within or without the State of

Indiana, as may be specified in the notices or waivers of notice of such

meetings.

 

     SECTION 2. MEETINGS OF DIRECTORS. Meetings of Directors of the

Corporation shall be held at such place, within or without the State of

Indiana, as may be specified in the notices or waivers of notice of such

meetings.

 

     SECTION 3. CONSIDERATION FOR SHARES. Shares of stock of the Corporation

shall be issued or sold in such manner and for such amount of consideration as

may be fixed from time to time by the Board of Directors.

 

     SECTION 4. BY-LAWS OF THE CORPORATION. The Board of Directors by a

majority vote of the actual number of directors elected and qualified from

time to time shall have the power, without the assent or vote of the

 

                                     -11-

 

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shareholders, to make, alter, amend or repeal the By-Laws of the Corporation.

 

     SECTION 5. COMMITTEES. If the By-Laws so provide, the Board of Directors

may, by resolution adopted by a majority of the actual number of directors

elected and qualified from time to time, designate from among its members an

executive committee and one or more other committees, each of which to the

extent provided in such resolution, the Articles of Incorporation or the

By-Laws, may exercise all of the authority and powers of the Board of

Directors of the Corporation, and shall have the power to authorize the

execution of all documents and the affixing of the Seal of the Corporation to

all papers which may require it; but no such committee shall have the

authority of the Board of Directors in reference to amending the Articles of

Incorporation, adopting an agreement or plan of merger or consolidation,

proposing a special corporate transaction, recommending to the shareholders a

voluntary dissolution of the Corporation or a revocation thereof, electing or

removing officers, or amending the By-Laws of the Corporation. The designation

of any such committee and the delegation thereto of authority shall not

operate to relieve the Board of Directors, or any member thereof, of any

responsibility imposed by law. No member of any such committee shall continue

to be a member thereof after he ceases to be a Director of the Corporation.

 

     SECTION 6. CONSENT ACTION BY SHAREHOLDERS. Any action required by statute

to be taken at a meeting of the shareholders, or any action which may be taken

at a meeting of the shareholders, may be taken without a meeting if, prior to

such action, a consent in writing, setting forth the action so taken, shall be

signed by all of the shareholders entitled to vote with respect to the subject

matter thereof, and such written consent is filed with the minutes of the

proceedings of the shareholders.

 

     SECTION 7. CONSENT ACTION BY DIRECTORS. Any action required or permitted

to be taken at any meeting of the Board of Directors or any committee thereof

may be taken without a meeting, if prior to such action a written consent to

such action is signed by all members of the Board of Directors or such

committee, as the case may be, and such written consent is filed with the

minutes of proceedings of the Board of Directors or committee.

 

     SECTION 8. INTEREST OF DIRECTORS IN CONTRACTS. Any contract or other

transaction between the Corporation and any corporation in which this

Corporation owns a majority of the capital stock shall be valid and binding,

notwithstanding that the directors or officers of this Corporation are

identical or that some or all of the directors of officers, or both, are also

directors or officers of such other corporation.

 

     Any contract or other transaction between the Corporation and one or more

of its directors or members or employees, or between the Corporation and any

firm of which one or more of its directors are members or employees or in

which they are interested, or between the Corporation and any corporation or

 

                                     -12-

 

<PAGE>

 

 

 

association of which one or more of its directors are stockholders, members,

directors, officers, or employees or in which they are interested, shall be

valid for all purposes notwithstanding the presence of such director or

directors at the meeting of the Board of Directors of the Corporation which

acts upon, or in reference to, such contract or transaction and

notwithstanding his or their participation in such action, if the fact of such

interest shall be disclosed or known to the Board of Directors and the Board

of Directors shall authorize, approve and ratify such contract or transaction

by a vote of a majority of the directors present, such interested director or

directors to be counted in determining whether a quorum is present, but not to

be counted in calculating the majority of such quorum necessary to carry such

vote. This Section shall not be construed to invalidate any contract or other

transaction which would otherwise be valid under the common statutory law

applicable thereto.

 

     SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every

person who is or was a director, officer or employee of this Corporation or of

any other corporation for which he is or was serving in any capacity at the

request of this Corporation shall be indemnified by this Corporation against

any and all liability and expense that may be incurred by him in connection

with or resulting from or arising out of any claim, action, suit or

proceeding, provided that such person is wholly successful with respect

thereto or acted in good faith in what he reasonably believed to be in or not

opposed to the best interests of this Corporation or such other corporation,

as the case may be, and, in addition, in any criminal action or proceeding in

which he had no reasonable cause to believe that his conduct was unlawful. As

used herein, "claim, action, suit or proceeding" shall include any claim,

action, suit or proceeding (whether brought by or in the right of this

Corporation or such other corporation or otherwise), civil, criminal,

administrative or investigative, whether actual or threatened or in connection

with an appeal relating thereto, in which a director, officer or employee of

this Corporation may become involved, as a party or otherwise,

 

     (i)  by reason of his being or having been a director, officer or

          employee of this Corporation or such other corporation or arising

          out of his status as such or

 

     (ii) by reason of any past or future action taken or not taken by him in

          any such capacity, whether or not he continues to be such at the

          time such liability or expense is incurred.

 

The terms "liability" and "expense" shall include, but shall not be limited

to, attorneys' fees and disbursements, amounts of judgments, fines or

penalties, and amounts paid in settlement by or on behalf of a director,

officer or employee, but shall not in any event include any liability or

expenses on account of profits realized by him in the purchase or sale of

securities of the Corporation in violation of the law. The termination of any

claim, action, suit or proceeding, by judgment, settlement (whether with or

without court approval) or conviction or upon a plea of guilty or of nolo

 

                                     -13-

 

<PAGE>

 

 

 

contendere, or its equivalent, shall not create a presumption that a director,

officer or employee did not meet the standards of conduct as forth in this

paragraph.

 

     Any such director, officer or employee who has been wholly successful

with respect to any such claim, action, suit or proceeding shall be entitled

to indemnification as a matter of right. Except as provided in the preceding

sentence, any indemnification hereunder shall be made only if (i) the Board of

Directors acting by a quorum consisting of Directors who are not parties to or

who have been wholly successful with respect to such claim, action, suit or

proceeding shall find that the director, officer or employee has met the

standards of conduct set forth in the preceding paragraph; or (ii) independent

legal counsel shall deliver to the Corporation their written opinion that such

director, officer or employee has met such standards of conduct.

 

     If several claims, issues or matters of action are involved, any such

person may be entitled to indemnification as to some matters even though he is

not entitled as to other matters.

 

     The Corporation may advance expenses to or, where appropriate, may at its

expense undertake the defense of any such director, officer or employee upon

receipt of an undertaking, in form and substance satisfactory to the Board of

Directors, by or on behalf of such person to repay such expenses if it should

ultimately be determined that he is not entitled to indemnification hereunder.

 

     The provisions of this Section shall be applicable to claims, actions,

suits or proceedings made or commenced after the adoption hereof, whether

arising from acts or omissions to act during, before or after the adoption

hereof.

 

     The rights of indemnification provided hereunder shall be in addition to

any rights to which any person concerned may otherwise be entitled by contract

or as a matter of law and shall inure to the benefit of the heirs, executors

and administrators of any such person.

 

     The Corporation may purchase and maintain insurance on behalf of any

person who is or was a director, officer, employee or agent of the Corporation

or is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation against any liability asserted

against him and incurred by him in any capacity or arising out of his status

as such, whether or not the Corporation would have the power to indemnify him

against such liability under the provisions of this Section or otherwise.

 

     SECTION 10. DISTRIBUTIONS OUT OF CAPITAL SURPLUS. The Board of Directors

of the Corporation may from time to time distribute to its shareholders out of

the capital surplus of the Corporation a portion of its assets, in cash or

 

                                     -14-

 

<PAGE>

 

 

property, without the assets or vote of the shareholders, provided that with

respect to such a distribution the requirements of The Indiana General

Corporation Act other than shareholder approval are satisfied.

 

     SECTION 11. POWERS OF DIRECTORS. In addition to the powers and the

authority granted by these Articles or by statute expressly conferred, the

Board of Directors of the Corporation is hereby authorized to exercise all

powers and to do all acts and things as may be exercised or done under the

laws of the State of Indiana by a corporation organized and existing under the

provisions of The Indiana General Corporation Act and not specifically

prohibited or limited by these Articles.

 

     SECTION 12. SPECIAL CONSIDERATIONS. Prior to the approval of any merger,

consolidation, sale, exchange, transfer, mortgage, liquidation or dissolution

of all or substantially all of the assets of the corporation, the Board of

Directors shall make an evaluation of all relevant factors and issues arising

out of or in connection with any such transaction and shall report to the

shareholders the conclusions which the Board of Directors reaches from such

evaluation. Relevant factors and issues shall include, but are not limited to,

consideration of the impact which any such transaction would have on: (a) the

community in which the Corporation or its subsidiaries conducts business; (b)

the employees of the Corporation or any of its subsidiaries; and (c) the

suppliers and customers of the Corporation and its subsidiaries; and may also

include any and all other factors which the Board of Directors in its

discretion deems relevant.

 

Section 3. Terms of Directors.

 

(a) The terms of the Directors shall be staggered as set forth herein. For purposes of this section, the Board of Directors shall be divided into three classes consisting, to the extent possible, of equal numbers. The classes shall be designated Class A, Class B and Class C, respectively. To the extent that the number of directors is not divisible by three (3), the first additional director shall be placed in Class A and the second additional director, if there is one, shall be placed in Class B.

(b) At the annual meeting of shareholders to be held in 1984, the shareholders shall vote for the total number of directors as shall be set by the Board of Directors pursuant to Section 1 of this Article VII. Class A shall be elected for a term of three (3) years. Class B shall be elected for an initial term of two (2) years and for terms thereafter of three (3) years. Class C shall be elected for an initial term of one (1) year and for terms thereafter of three (3) years. Each person elected shall serve for the term of the class to which he has been designated and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal from office.

(c) At the annual meeting of shareholders to be held in 1985, the shareholders shall vote for the number of directors comprising Class B to hold office for a term of three (3) years. At the annual meeting of shareholders to be held in 1986, the shareholders shall vote for the number of directors comprising Class C to hold office for a term of three years. At subsequent annual meetings, the shareholders shall vote for the number of directors comprising the class whose term is expiring, which class shall be elected for a term of three (3) years.

The Directors shall, until the annual meeting of stockholders to be held in 2015, be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number to the extent possible. The term of office for the class of Directors elected in 2010 shall expire at the annual meeting of stockholders to be held in 2013, the term of office for the class of Directors elected in 2011 shall expire at the annual meeting of the stockholders to be held in 2014, and the term of office for the class of Directors elected in 2012 shall expire at the annual meeting of stockholders to be held in 2015, with the members of each class to hold office until their successors are elected and qualified. Commencing at the annual meeting of stockholders to be held in 2013, Directors succeeding those whose terms are then expired shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election and until their successors are elected and qualified. Commencing with the annual meeting of the stockholders to be held in 2015, the classification of the Board of Directors shall terminate and all Directors shall be of one class.

 

 

 

 

 

 

 

 

 

ARTICLES OF AMENDMENT OF THE

ARTICLES OF INCORPORATION OF

 

Name of Corporation

Date of incorporation (month, day, year)

Lakeland Financial Corporation

02/08/1983

 

The undersigned officers of the above referenced Corporation (hereinafter referred to as the "Corporation") existing pursuant to the provisions of: (indicate appropriate act)

 

[X]  Indiana Business Corporation Law [  ]  Indiana Professional Corporation Act of 1983

 

as amended (hereinafter referred to as the "Act"), desiring to give notice of corporate action effectuating amendment of certain provisions of its Articles of Incorporation, certify the following facts:

 

ARTICLE I Amendment(s)

 

The exact text of Article(s) VII, Section 3 the Articles of Incorporation is now as follows:

 

(NOTE: If amending the name of corporation, write Article "I" in space above and write "The name of the Corporation is     ," below.)

 

Terms of Directors

 

The Directors shall, until the annual meeting of stockholders to be held in 2015, be classified with respect to the time for which they severally hold office into three classes, as nearly their equal in number to the extent possible.  The term of office for the class of Directors elected in 2010 shall expire at the annual meeting of stockholders to be held in 2013, the term of office for the class of Directors elected in 2011 shall expire at the annual meeting of the stockholders to be held in 2014, and the term of office for the class of Directors elected in 2012 shall expire at the annual meeting of stockholders to be held in 2015, with the members of each class to hold office until their successors are elected and qualified.  Commencing at the annual meeting of stockholders to be held in 2013, Directors succeeding those whose terms are then expired shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the year following the year of their election and until their successors are elected and qualified.  Commending with the annual meeting of the stockholders to be held in 2015, the classification of the Board of Directors shall terminate and all Directors shall be of one class.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE II

 

Date of each amendment's adoption (month, day, year):

 

April 10, 2012

 

(Continued on the reverse side)

 

 

 

 


 


 

ARTICLE III Manner of Adoption and Vote

 

Mark applicable section: NOTE - Only in limited situations does Indiana law permit an Amendment without shareholder approval. Because a name change requires a shareholder approval, Section 2 must be marked and either A or B completed.

 

[  ] SECTION 1 This amendment was adopted by the Board of Directors or incorporators and shareholder action was not required.

 

[X] SECTION 2 The shareholders of the Corporation entitled to vote in respect to the amendment adopted the proposed amendment. The amendment was adopted by: (Shareholder approval may be by either A or B.)

 

A.  Vote of such shareholders during a meeting called by the Board of Directors. The result of such vote is as follows:

              16,303,064  Shares entitled to vote.

              13,577,278  Number of shares represented at the meeting.

              11,698,057  Shares voted in favor.

              108,648  Shares voted against.

 

B.  Unanimous written consent executed on _________________, 20__ and signed by all shareholders entitled to vote.

 

ARTICLE IV Compliance with Legal Requirements

The manner of the adoption of the Articles of Amendment and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.

 

I hereby verify, subject to the penalties of perjury, that the statements contained herein are true, this 14 day of February, 2013.

 

Signature of current officer or chairman of the board

/s/Kristin L. Pruitt

Printed name of officer or chairman of the board

Kristin L. Pruitt

 

 

Title of signatory

Senior Vice President, General Counsel & Secretary

 

 

 

AMENDMENT

Each director of the Corporation shall be elected by a vote of the majority of the votes cast with respect to that director at any meeting for the election of directors at which a quorum is present; provided, however, that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast and entitled to vote on the election of directors in person or by proxy at any such meeting.  For purposes of this Section 5, a vote of the majority of the votes cast means that the number of shares voted ‘for’ a director must exceed 50% of the votes cast with respect to that director.”

 

[As Filed: 03-04-2013]