EXHIBIT 3

 

 

 

                         ARTICLES OF INCORPORATION

 

                                    OF

 

                        JEFFERSON-PILOT CORPORATION

 

 

 

                  (Including amendments through May 1996)

 

 

 

 

 

     We, the undersigned persons who are each over 21 years of age,

 

do make and acknowledge these Articles of Incorporation for the

 

purpose of forming a business corporation under and by virtue of

 

the laws of the State of North Carolina:

 

 

 

                                 ARTICLE I

 

 

 

     The name of the corporation shall be JEFFERSON-PILOT CORPORATION.

 

 

 

                                ARTICLE II

 

 

 

     The period of duration of the corporation shall be perpetual.

 

 

 

                                ARTICLE III

 

 

 

     The purposes for which the corporation is organized are:

 

     (a)  To exist, serve, act, and conduct business, as a holding

 

corporation;

 

 

 

     (b)  To acquire by purchase, subscription, exchange, or in any

 

other lawful manner, and to hold, receive, use, mortgage, pledge,

 

sell, assign, transfer, exchange, dispose of, and otherwise deal in

 

and with securities (which term, for the purpose of this Article

 

III, includes, without limitation of the generality thereof, shares

 

of stock, other shares, bonds, debentures, notes, mortgages, or

 

other obligations, and certificates, receipts, warrants, or other

 

instruments representing rights or options to receive, purchase or

 

subscribe for any of the same, or representing any other rights or

 

interests therein or in any property or assets) created or issued

 

by any persons, firms, associations, trusts, partnerships,

 

corporations, joint ventures, syndicates, or governments or

 

subdivisions thereof; to pay for securities (as defined in this

 

Article III) (1) in cash, (ii) by exchange of stock of this

 

corporation for such securities acquired, (iii) in cash and by

 

exchange of stock, or (iv) in any other lawful manner; and to

 

exercise, as owner or holder of any such securities as herein

 

defined, any and all rights, powers and privileges in respect

 

thereof.

 

 

 

     (c)  To acquire by purchase, exchange, concession, easement,

 

deed, assignment, contract, lease or otherwise, and hold, own, use,

 

control, manage, improve, maintain and develop, mortgage, pledge,

 

grant, sell, convey, exchange, assign, divide, lease, sublease,

 

otherwise encumber and dispose of, and deal and trade in, tangible

 

personal property, real estate improved or unimproved, lands,

 

leaseholds, options, concessions, easements, tenements,

 

hereditaments and interests in real, mixed, and personal property,

 

of every kind and description wheresoever situated, and any and all

 

rights therein.

 

 

 

<PAGE>

 

 

 

     (d)  To manufacture, assemble, design, distribute, store,

 

raise, grow, market, process, repair, buy, sell, license, lease,

 

improve, install operate, exchange, import, export, and generally

 

deal in and with, at wholesale, retail or otherwise, as principal,

 

partner, joint venturer, agent, broker, factor, distributor,

 

manufacturer's representative, jobber or otherwise, any type of

 

property whether real or personal (including, without limitation of

 

the generality thereof, "securities" as defined in Article III

 

hereof, intangible personal property, goodwill, and franchises); to

 

extract and process natural resources; to transport freight or

 

passengers by land, sea or air, subject to acquisition of such

 

licenses and permits as may be required by applicable law, to

 

collect, publish, and disseminate all types of information,

 

programs, news, or advertisements through any medium whatsoever

 

(including, without limitation of the generality thereof, the media

 

of radio, television, community antenna television, newspapers, and

 

magazines); to perform and render any personal service whatsoever;

 

to render investment advice and counsel and to perform investment

 

services and functions; to enter into or serve in any type of

 

management, investigative, advisory, promotional, protective,

 

fiduciary or representative capacity or relationship for any

 

person, firm, association, trust, partnership, joint venture,

 

syndicate, organization, or corporation; to enter into contracts of

 

guaranty or suretyship for the benefit of any corporation,

 

partnership, joint venture, syndicate, organization, or

 

corporation; to enter into contracts of guaranty or suretyship for

 

the benefit of any corporation, partnership, joint venture,

 

association, firm, syndicate, trust, or other entity, in which this

 

corporation may have some interest; to engage in any lawful

 

commercial, industrial, educational, agricultural and/or scientific

 

business, profession or activity whatsoever and to engage in, do,

 

and perform any enterprise, act, service or vocation which a

 

natural person might or could do or perform, subject to and in

 

conformity with the laws of the State of North Carolina; and to do

 

any and all other acts and things necessary, desirable or incident

 

to carry out, observe, keep and perform the objects and purposes

 

for which this corporation is formed.

 

 

 

     (e)  The foregoing provisions of this Article III shall be

 

construed both as purposes and powers and each as an independent

 

purpose and power.  The foregoing enumeration of specific purposes

 

and powers shall not be held to limit or restrict in any manner the

 

purposes, powers, privileges and rights of the corporation, and the

 

corporation shall be authorized to exercise and enjoy all the

 

powers, rights and privileges granted to, or conferred upon,

 

corporations of a similar character by the laws of the State of

 

North Carolina now or hereafter in force.

 

 

 

<PAGE>

 

                           ARTICLE IV

 

 

 

     The corporation shall be authorized to issue Three Hundred

 

Fifty Million (350,000,000) shares designated as common stock, with

 

a par value of One and 25/100 Dollars ($1.25) per share, and Twenty

 

Million (20,000,000) shares designated as preferred stock, each

 

with the following preferences, limitations and relative rights:

 

     (a)  Each share of common stock shall have one vote, and,

 

except as otherwise provided in respect of any series of preferred

 

stock hereafter established, the exclusive voting power for all

 

purposes shall be vested in the holders of the shares of common

 

stock.  In the event of any liquidation, dissolution or winding up

 

of the corporation, whether voluntary or involuntary, the holders

 

of the shares of common stock shall be entitled to share ratably in

 

the net assets of the corporation, after payment or provision for

 

payment of the debts and other liabilities of the corporation and

 

the amount, if any, to which the holders of shares of preferred

 

stock shall be entitled in accordance with the preferences of such

 

shares established by the Board of Directors.

 

 

 

     (b)  The Board of Directors is authorized, subject to

 

limitations prescribed by the North Carolina Business Corporation

 

Act and these Articles of Incorporation, to adopt and file from

 

time to time, without further shareholder action, Articles of

 

Amendment that authorize the issuance of shares of preferred stock

 

which may be divided into two or more series, each with such

 

designations, preferences, limitations and relative rights as the

 

Board of Directors may determine, including without limitation

 

dividend rights, if any, and the extent if any to which dividends

 

are cumulative, rights if any upon liquidation or distribution of

 

the assets of the corporation, conversion or exchange rights if

 

any, redemption rights if any, and voting rights if any, provided

 

that the holders of preferred stock will not be entitled to more

 

than the lesser of (x) one vote per $100 liquidation value or (y)

 

one vote per share, when voting as a class with the holders of

 

shares of common stock, and will not be entitled to vote separately

 

as a class except where the preferred stock is adversely affected

 

or, to the extent provided in said Articles of Incorporation, for

 

the election of not more than two directors after multiple dividend

 

defaults.

 

 

 

                                 ARTICLE V

 

 

 

     The minimum amount of consideration to be received by the

 

corporation for its shares before it shall commence business is

 

Twenty Million ($20,000,000) Dollars in cash, or in property,

 

tangible or intangible, of equivalent value.

 

 

 

                                ARTICLE VI

 

 

 

     The address of the initial Registered Office of the

 

corporation in North Carolina is Jefferson Standard Building, 101

 

North Elm Street, Greensboro, Guilford County, North Carolina; and,

 

the name of the initial Registered Agent at such office is D. E.

 

Hughes.

 

 

 

<PAGE>

 

                                ARTICLE VII

 

 

 

     The number of Directors constituting the initial Board of Directors

 

shall be Twenty (20), and the names and addresses of the persons who are

 

to serve as Directors until the first meeting of the shareholders, or until

 

their successors are elected and qualify, are:

 

 

 

     Name                               Address

 

Thornton H. Brooks            415 Sunset Drive

 

                              Greensboro, North Carolina

 

 

 

J. M. Bryan                   711 Sunset Drive

 

                              Greensboro, North Carolina

 

 

 

Mrs. Kathleen Price Bryan     711 Sunset Drive

 

(Mrs. Joseph M. Bryan)        Greensboro, North Carolina

 

 

 

W. Colquitt Carter            52 W. Wesley Road, N.E.

 

                              Atlanta, Georgia

 

 

 

W. L. Carter, Jr.             1012 Country Club Drive

 

                              Greensboro, North Carolina

 

 

 

George K. Cavenaugh           2026 Saint Andrews Road

 

                              Greensboro, North Carolina

 

 

 

W. G. Clark, Jr.              Saint Patrick Street

 

                              Tarboro, North Carolina

 

 

 

C. McD. Davis                 Porters Neck Plantation

 

                              Route 1, Box 621

 

                              Wilmington, North Carolina

 

 

 

Joseph C. Eagles, Jr.         1100 W. Nash Street

 

                              Wilson, North Carolina

 

 

 

S. Marcus Greer               3506 Del Monte

 

                              Houston, Texas

 

  

 

Howard Holderness             2000 Granville Road

 

                              Greensboro, North Carolina

 

 

 

D. E. Hudgins                 1606 Nottingham Road

 

                              Greensboro, North Carolina

 

 

 

R. O. Huffman                 315 Union Street

 

                              Drexel, North Carolina

 

 

 

John Van Lindley              304 Irving Place

 

                              Greensboro, North Carolina

 

 

 

A. G. Myers                   211 W. Second Avenue

 

                              Gastonia, North Carolina

 

 

 

Charles F. Myers, Jr.         2005 Granville Road

 

                              Greensboro, North Carolina

 

 

 

<PAGE>

 

 

 

Pierce C. Rucker              303 Wentworth Drive

 

                              Greensboro, North Carolina

 

 

 

Julius C. Smith               1300 Galleon Drive

 

                              Naples, Florida

 

 

 

W. Roger Soles                604 Kimberly Drive

 

                              Greensboro, North Carolina

 

 

 

O. F. Stafford                5307 Wayne Road

 

                              Greensboro, North Carolina

 

 

 

 

 

                               ARTICLE VIII

 

 

 

The names and addresses of the Incorporators are:

 

 

 

     Name                               Address

 

 

 

W. Roger Soles                604 Kimberly Drive

 

                              Greensboro, North Carolina

 

 

 

Howard Holderness             2000 Granville Road

 

                              Greensboro, North Carolina

 

 

 

George K. Cavenaugh           2026 Saint Andrews Road

 

                              Greensboro, North Carolina

 

 

 

D. E. Hudgins                 1606 Nottingham Road

 

                              Greensboro, North Carolina

 

 

 

 

 

                                ARTICLE IX

 

 

 

Section 1.  Number.

 

 

 

     The business and affairs of the Corporation shall be managed

 

     under the direction of a Board of Directors consisting of no

 

     less than eleven and no more than fifteen directors, with the

 

     exact number of directors to be established from time to time

 

     by the Board of Directors.

 

 

 

Section 2.  Classification.

 

 

 

     The Directors of the Corporation shall be divided into three

 

     classes, designated Class I, Class II and Class III.  Each

 

     Class shall consist, as nearly as possible, of one-third of

 

     the total number of Directors consisting of the entire Board

 

     of Directors.  In the elevation of Directors at the 1986

 

     Annual Meeting of Shareholders, the Class I Directors shall be

 

     elected to hold office for a term to expire at the first

 

     annual meeting of shareholders thereafter; the Class II

 

     Directors shall be elected to hold office for a term to expire

 

     at the second annual meeting of shareholders thereafter; and

 

     the Class III Directors shall be elected to hold office for a

 

     term to expire at the third annual meeting of shareholders

 

     thereafter, and in the case of Each Class, until their

 

     successors are elected and qualified.  At each annual meeting

 

     of shareholders held after the 1985 Annual Meeting of

 

     Shareholders, the Directors elected to succeed those whose

 

     terms expire shall be identified as being of the same Class as

 

     the Directors they succeed and shall be elected to hold office

 

     for a term to expire at the third annual meeting of the

 

     shareholders after their election, and until their successors

 

     are elected and qualified.

 

 

 

Section 3.  Advance Notice of Nomination.

 

 

 

     Advance notice of shareholder nominations for the election of

 

     Directors shall be given in the manner provided in Section 6

 

     of this Article IX.

 

 

 

<PAGE>

 

 

 

Section 4.  Vacancies.

 

 

 

     Vacancies on the Board of Directors may be filled by the

 

     affirmative vote of a majority of the remaining Directors then

 

     in office, although less than a quorum or by a sole remaining

 

     Director.  Any Director elected in accordance with the

 

     preceding sentence shall hold office for the full term of the

 

     Class of Directors in which the vacancy occurred, and until

 

     such Director's successor shall have been elected and

 

     qualified.

 

 

 

Section 5.  Removal.

 

 

 

     Any Director, or the entire Board of Directors, may be removed

 

     from office at any time, with or without cause, by the affirmative

 

     vote of the holders of 80% of the outstanding stock of the Corporation.

 

     Any Director may also be removed from office at any time, for cause,

 

     by the vote of a majority of the entire Board of Directors.  The

 

     provisions of this Section 5 are subject to the requirements of North

 

     Carolina General Statutes 55-27 relating to cumulative voting and

 

     shareholder suits until the same may be repealed.

 

 

 

Section 6.  Nominations.

 

 

 

     Nominations for the election of Directors may be made by the

 

     Board of Directors or by a proxy committee appointed by the

 

     Board of Directors or by any shareholder entitled to vote in

 

     the election of Directors generally.  However, any shareholder

 

     entitled to vote in the election of Directors generally may

 

     nominate one or more persons for election as Directors at a

 

     meeting only if written notice of such shareholder's intent to

 

     make such nomination or nominations has been given, either by

 

     personal delivery or by United States mail, postage prepaid,

 

     to the Secretary of the Corporation not later than (1) with

 

     respect to an election to be held at an annual meeting of

 

     shareholders, 90 days in advance of such meeting, and (ii)

 

     with respect to an election to be held at a special meeting of

 

     shareholders for the election of Directors, the close of

 

     business on the seventh day following the date on which notice

 

     of such meeting is first given to shareholders. Each such

 

     notice shall set forth:  (a) the name and address of the

 

     shareholder who intends to make the nomination and of the

 

     person or persons to be nominated; (b) a representation that

 

     the shareholder is a holder of record of stock of the

 

     Corporation entitled to vote at such meeting and intends to

 

     appear in person or by proxy at the meeting to nominate the

 

     person or persons specified in the notice; (c) a description

 

     of all arrangements or understandings between the shareholder

 

     and each nominee and any other person or persons (naming such

 

     person or persons) pursuant to which the nomination or

 

     nominations are to be made by the shareholder; (d) such other

 

     information regarding each nominee proposed by such shareholder

 

     as would be required to be included in a proxy statement filed

 

     pursuant to the proxy rules of the Securities and Exchange Commission,

 

     had the nominee been nominated, or intended to be nominated, by the

 

     Board of Directors; and (e) the consent of each nominee to serve as

 

     a Director of the Corporation if so elected.  The Chairman of the

 

     meeting may refuse to acknowledge the nomination of any person not

 

     made in compliance with the foregoing procedure.

 

 

 

<PAGE>

 

 

 

Section 7.  Amendment or Repeal

 

 

 

     Notwithstanding any other provisions of law, of these Articles

 

     of Incorporation or the By-Laws of the Corporation (and

 

     notwithstanding the fact that a lesser percentage may be

 

     specified by law, the Charter or the By-Laws of the

 

     Corporation) the affirmative vote of the holders of 80% or

 

     more of the outstanding shares of stock of the Corporation

 

     shall be required to amend or repeal, or adopt any provision

 

     inconsistent with or which relate to this Article IX.

 

 

 

                                 ARTICLE X

 

 

 

Section 1.  Vote Required for Certain Business Combinations

 

 

 

     A.   Higher Vote for Certain Business Combinations.

 

 

 

     In addition to any affirmative vote required by law, and

 

     except as otherwise expressly provided in Section 2 of this

 

     Article X:

 

 

 

          (i)  any merger or consolidation of the Corporation or

 

          any Subsidiary (as hereinafter defined) with (a) any

 

          Interested Shareholder (as hereinafter defined) or (b)

 

          any other corporation (whether or not itself an

 

          Interested Shareholder) which is, or after such merger or

 

          consolidation would be, an Affiliate (as hereinafter

 

          defined) of an Interested Shareholder; or

 

 

 

          (ii)  any sale, lease, exchange, mortgage, pledge, transfer

 

          or other disposition (in one transaction or a series of

 

          transactions) to or with any Interested Shareholder or any

 

          Affiliate of any Interested Shareholder of any assets of the

 

          Corporation or any Subsidiary having an aggregate Fair Market

 

          Value of $50,000,000 or more; or

 

 

 

          (iii)  the issuance or transfer by the Corporation or any

 

          Subsidiary (in one transaction or a series of transactions)

 

          of any securities of the Corporation or any Subsidiary to

 

          any Interested Shareholder or any Affiliate of any Interested

 

          Shareholder in exchange for cash, securities or other property

 

          (or a combination thereof) having an aggregate Fair Market

 

          Value of $50,000,000 or more; or

 

 

 

          (iv)  the adoption of any plan or proposal for the liquidation

 

          or dissolution of the Corporation proposed by or on behalf of

 

          an Interested Shareholder or any Affiliate of any Interested

 

          Shareholder; or

 

 

 

          (v)  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 Shareholder) 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 an Interested Shareholder or any

 

          Affiliate of any Interested Shareholder;

 

 

 

<PAGE>

 

 

 

     shall require the affirmative vote of the holders of at least

 

     80% of the voting power of the outstanding shares of common

 

     stock of the Corporation entitled to vote generally in the

 

     election of directors (the "Voting Stock").  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 in any agreement with any national securities

 

     exchange or otherwise.

 

 

 

     B.   Definition of "Business Combination".

 

 

 

     The term "Business Combination" as used in this Article X

 

     shall mean any transaction which is referred to in any one or

 

     more of clauses (i) through (v) of paragraph A of this Section

 

     1.

 

 

 

Section 2.  When Higher Vote is Not Required

 

 

 

     The provisions of Section 1 of this Article X shall not be

 

     applicable to any particular Business Combination, and such

 

     Business Combination shall require only such affirmative vote

 

     as is required by law and any other provision of these

 

     Articles of Incorporation, if all of the conditions specified

 

     in either of the following paragraphs A or B are met or, in

 

     the case of a Business Combination not involving the payment

 

     of consideration to Shareholders, if the condition specified

 

     in the following paragraph A is met:

 

 

 

     A.   Approval by Disinterested Directors.

 

 

 

     The Business Combination shall have been approved by a

 

     majority of the Disinterested Directors (as hereinafter

 

     defined).

 

 

 

     B.   Price and Procedure Requirements.

 

 

 

     All of the following conditions shall have been met:

 

 

 

     (i)  The aggregate amount of the cash and the Fair Market

 

     Value (as hereinafter defined) as of the date of the

 

     consummation of the Business Combination of consideration

 

     other than cash to be received per share by holders of Voting

 

     Stock in such Business Combination shall be at least equal to

 

     the highest of the following:

 

 

 

          (a)  (if applicable) the highest per share price

 

          (including any brokerage commission, transfer taxes and

 

          soliciting dealers' fees) paid by the Interested

 

          Shareholder for any shares of Voting Stock acquired by it

 

          (1) within the two-year period immediately prior to the

 

          first public announcement of the proposal of the Business

 

          Combination (the "Announcement Date") or (2) in the

 

          transaction in which it became an Interested Shareholder,

 

          whichever is higher;

 

 

 

<PAGE>

 

          (b)  the Fair Market Value per share of Voting Stock on the

 

          Announcement Date or on the date on which the Interested

 

          Shareholder became an Interested Shareholder (such latter date

 

          is referred to in this Article X as the "Determination Date")

 

          whichever is higher.

 

 

 

     (ii)  The consideration to be received by holders of Voting Stock

 

     shall be in cash or in the same form as the Interested Shareholder

 

     has previously paid for shares of such Stock.  If the Interested

 

     Shareholder has paid for shares of any class of Voting Stock with

 

     varying forms of consideration, the form of consideration for such

 

     Stock shall be either cash or the form used to acquire the largest

 

     number of shares of such Stock previously acquired by it.

 

 

 

    (iii)  After such Interested Shareholder has become an Interested

 

    Shareholder and prior to the consummation of such Business Combination:

 

    (a) except as approved by a majority of the Disinterested Directors,

 

    there shall have been no failure to declare and pay at the regular date

 

    therefor any full quarterly dividends on the outstanding Common Stock;

 

    (b) there shall have been (1) 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 (2) an increase in such annual rate of dividends as

 

    necessary to reflect any reclassification (including any reverse stock

 

    split), recapitalization, reorganization or any similar transaction which

 

    has the effect of reducing the number of outstanding shares of the Common

 

    Stock, unless the failure so to increase such annual rate is approved by

 

    a majority of the Disinterested Directors; and (c) such Interested

 

    Shareholder shall have not become the beneficial owner of any additional

 

    shares of Voting Stock except as part of the transaction which results in

 

    such Interested Shareholder becoming an Interested Shareholder.

 

 

 

    (iv)  After such Interested Shareholder has become Interested Shareholder,

 

    such Interested Shareholder 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.

 

 

 

    (v)  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

 

    shareholders of the Corporation at least 30 days prior to the consummation

 

    of such Business Combination (whether or not such proxy or information

 

    statement is required to be mailed pursuant to such Act or subsequent

 

    provisions).  The proxy or information statement shall contain on the

 

    first page thereof, in a prominent place, any statement as to the

 

    advisability (or inadvisability) of the Business Combination that the

 

    Disinterested Directors, or any of them, may choose to make and, if

 

    deemed advisable by a majority of the Disinterested Directors, the

 

    opinion of an investment banking firm selected by a majority of the

 

    Disinterested Directors as to the fairness (or nor) of the terms of the

 

    Business Combination from a financial point of view to the holders of the

 

    outstanding shares of Voting Stock other than the Interested Shareholder

 

    and its Affiliates or Associates, such investment banking firm to be paid

 

    a reasonable fee for its services by the Corporation.

 

 

 

<PAGE>

 

 

 

Section 3.  Certain Definitions.

 

 

 

   For the purposes of this Article X:

 

 

 

   A.  A "person" shall mean any individual, firm, corporation or other

 

   entity.

 

 

 

   B.  "Interested Shareholder" shall mean any person (other than the

 

   Corporation or any Subsidiary) who or which:

 

 

 

          (i)  is the beneficial owner, directly or indirectly, of

 

          more than 20% of the voting power of the outstanding

 

          Voting Stock; or

 

 

 

          (ii)  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 20% or more of the voting power of the

 

          then outstanding Voting Stock; or

 

  

 

          (iii)  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

 

          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.

 

 

 

     C.  A person shall be a "beneficial owner" of any Voting Stock:

 

 

 

          (i)  which such person or any of its Affiliates or

 

          Associates (as hereinafter defined) beneficially owns,

 

          directly or indirectly; or

 

 

 

          (ii)  which such person or any of its Affiliates or

 

          Associates has (a) the right to acquire (whether such

 

          right is exercisable immediately or only after the

 

          passage of time), pursuant to any agreement, arrangement

 

          or understanding or upon the exercise of conversion

 

          rights, exchange rights, warrants or options, or

 

          otherwise, or (b) the right to vote pursuant to any

 

          agreement, arrangement or understanding; or

 

 

 

          (iii)  which is 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 Stock.

 

 

 

     D.  For the purposes of determining whether a person is an

 

     Interested Shareholder pursuant to paragraph B of this Section

 

     3, the number of shares of Voting Stock deemed owned through

 

     application of paragraph C of this Section 3 but shall not include

 

     any other shares of Voting Stock which may be issuable pursuant to

 

     any agreement, arrangement or understanding, or upon exercise of

 

     conversion rights, warrants or options, or otherwise.

 

 

 

<PAGE>

 

 

 

     E.  "Affiliate" or "Associate" shall have the respective

 

     meanings ascribed to such terms in Rule 12b-2 of the General

 

     Rules and Regulations under the Securities Exchange Act of

 

     1934, as in effect on January 1, 1986.

 

 

 

     F.  "Subsidiary" means any corporation of which a majority of

 

     any class of equity security is owned, directly or indirectly,

 

     by the Corporation; provided, however, that for the purposes

 

     of the definition of Interested Shareholder set forth in

 

     paragraph B of this Section 3, 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.

 

 

 

     G.  "Disinterested Director" means any member of the Board of

 

     Directors of the Corporation (the "Board") who is unaffiliated

 

     with the Interested Shareholder and was a member of the Board

 

     prior to the time that the Interested Shareholder became an

 

     Interested Shareholder, and any successor of a Disinterested

 

      Director who is unaffiliated with the Interested Shareholder

 

     and is recommended to succeed a Disinterested Director by a

 

     majority of Disinterested Directors then on the Board.

 

 

 

     H.  "Fair Market Value" means:  (i) in the case of stock, the

 

     highest closing price during the 30-day period immediately

 

     preceding the date in question of a share of such stock on the

 

     Composite Tape for New York Stock Exchange-listed Stocks, or,

 

     if such stock is not quoted on the Composite Tape, on the New

 

     York Stock Exchange, or if such stock is not listed on such

 

     Exchange, on the principal United States securities exchange

 

     registered under the Securities Exchange Act of 1934 on which

 

     such stock is listed, or, if such stock is not listed on any

 

     such exchange, the highest closing bid quotation with respect

 

     to a share of such stock during the 30-day period preceding

 

     the date in question on the National Association of Securities

 

     Dealers, Inc. Automated Quotations System or any system then

 

     in use, or if no such quotations are available, the Fair

 

     Market Value on the date in question of a share of such stock

 

     as determined by the Board in good faith; and (ii) in the case

 

     of property other than cash or stock, the Fair Market Value of

 

     such property on the date in question as determined by the

 

     Board in good faith.

 

 

 

     I.  In the event of any Business Combination in which the

 

     Corporation survives, the reference to "consideration other

 

     than cash" as used in paragraph B(i) of Section 2 of this

 

     Article X shall include the shares of Common Stock and/or the

 

     shares of any other class of outstanding Voting Stock retained

 

     by the holder of such shares.

 

 

 

<PAGE>

 

 

 

Section 4.  Power of the Board of Directors.

 

 

 

     A majority of the directors of the Corporation shall have the

 

     power and duty to determine for the purposes of this Article

 

     X, on the basis of information known to them after reasonable

 

     inquiry, (A) whether a person is an Interested Shareholder,

 

     (B) the number of shares of Voting Stock beneficially owned by

 

     any person, (C) whether a person is an Affiliate or Associate

 

     of another, (D) whether the 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 of $50,000,000 or more.

 

 

 

 

 

Section 5.  No Effect on Fiduciary Obligations of Interested

 

Shareholders.

 

 

 

     Nothing contained in this Article X shall be construed to

 

     relieve any Interested Shareholder from any fiduciary

 

     obligation imposed by law.

 

 

 

Section 6.  Fiduciary Obligations of Directors.

 

 

 

     The fact that any Business Combination complies with the

 

     provisions of Section 2 of this Article X shall not be

 

     construed to impose any fiduciary duty, obligation or

 

     responsibility on the Board of Directors, or any member

 

     thereof, to approve such Business Combination or recommend its

 

     adoption or approval of the shareholders of the Corporation,

 

     nor shall such compliance limit, prohibit or otherwise

 

     restrict in any manner the Board of Directors or any member

 

     thereof, with respect to evaluations of or actions and

 

     responses taken with respect to such Business Combination.

 

 

 

Section 7.  Amendment or Repeal.

 

 

 

     Notwithstanding any other provisions of these Articles of

 

     Incorporation (and notwithstanding the fact that a lesser

 

     percentage may be specified by law, these Articles of

 

     Incorporation or the By-Laws of the Corporation), the

 

     affirmative vote of the holders of 80% or more of the

 

     outstanding shares of Voting Stock shall be required to amend

 

     or repeal, or adopt any provisions inconsistent with or

 

     related to this Article X.

 

 

 

                                ARTICLE XI

 

 

 

     To the maximum extent now and hereafter permitted by

 

applicable law, the personal liability of each Director of the

 

Corporation arising out of an action whether by or in the right of

 

the Corporation or otherwise for monetary damages for breach of his

 

duty as a Director is eliminated.  No amendment, modification or

 

repeal of this Article or the adoption of any provision of the

 

Articles of Incorporation inconsistent with this Article shall

 

eliminate or diminish or otherwise adversely affect any rights or

 

protection provided by this Article to a Director of the

 

Corporation with respect to any case of action, claim, suit or

 

proceeding that is based on any alleged action or failure to act

 

prior to the effective date of such amendment, modification or

 

repeal or the adoption of any provision in the Articles of

 

Incorporation inconsistent with this Article.

 

 

 

<PAGE>

 

 

 

     IN WITNESS WHEREOF, we have hereunto set our hands and seals

 

this the 3rd day of January, 1968.

 

 

 

                                /s/  W. Roger Soles        (SEAL)

 

                                     W. Roger Soles

 

    

 

  

 

                                /s/  Howard Holderness     (SEAL)

 

                                     Howard Holderness

 

    

 

  

 

                                /s/  George K. Cavenaugh   (SEAL)

 

                                     George K. Cavenaugh

 

    

 

  

 

                                /s/  D. E. Hudgins         (SEAL)

 

                                     D. E. Hudgins