{"id":41408,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/articles-of-incorporation-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"articles-of-incorporation-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/articles-of-incorporation-csx-corp.html","title":{"rendered":"Articles of Incorporation &#8211; CSX Corp."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                            ARTICLES OF INCORPORATION\n\n                                       OF\n\n                                 CSX CORPORATION\n\n\n                                    Article I\n\n                                      NAME\n\n                The name of the Corporation is \"CSX Corporation\".\n\n\n                                   Article II\n\n                                     PURPOSE\n\n               The purpose for which the Corporation is organized is to transact\nany lawful  business not required to be  specifically  stated in the Articles of\nIncorporation.\n\n\n                                   Article III\n\n                                AUTHORIZED STOCK\n\n               3.1 Number and Designation.  The Corporation shall have authority\n                   ----------------------\nto issue three hundred million  (300,000,000)  shares of Common Stock, par value\n$1.00 per share, and twenty-five million (25,000,000) shares of Serial Preferred\nStock, without par value.\n\n               3.2  Preemptive  Rights.  No  holder  of  capital  stock  of  the\n                    ------------------\nCorporation  of any class shall have any  preemptive  right to  subscribe  to or\npurchase  (i) any  shares  of  capital  stock  of  this  Corporation,  (ii)  any\nsecurities convertible into such shares or (iii) any options, warrants or rights\nto purchase such shares or securities convertible into any such shares.\n\n\n                                   Article IV\n\n                             SERIAL PREFERRED STOCK\n\n               4.1  Issuance  in  Series.  The  Board  of  Directors  is  hereby\n                    --------------------\nempowered to cause the Serial Preferred Stock of the Corporation to be issued in\nseries with such of the variations permitted by clauses (a)-(h), both inclusive,\nof this  Section  4.1 as shall  have been fixed and  determined  by the Board of\nDirectors  with  respect to any series  prior to the issue of any shares of such\nseries.\n\n               The shares of the Serial  Preferred Stock of different series may\nvary as to:\n\n               (a)  the  number  of  shares  constituting  such  series  and the\ndesignation  of such series,  which shall be such as to  distinguish  the shares\nthereof from the shares of all other series and classes;\n\n               (b) the rate of dividend, the time of payment and, if cumulative,\nthe  dates  from  which  dividends  shall  be  cumulative,  and  the  extent  of\nparticipation rights, if any;\n\n               (c) any right to vote with  holders of shares of any other series\nor class and any right to vote as a class, either generally or as a condition to\nspecified corporate action;\n\n               (d) the price at and the terms and conditions on which shares\n                   may be redeemed;\n\n               (e) the amount payable upon shares in event of involuntary\n                   liquidation;\n\n               (f) the amount payable upon shares in event of voluntary\n                   liquidation;\n\n               (g) any sinking fund provisions for the redemption or purchase of\nshares; and\n\n               (h) the terms and conditions on which shares may be converted, if\nthe shares of any series are issued with the privilege of conversion.\n\n               The  shares  of all  series of Serial  Preferred  Stock  shall be\nidentical  except as,  within the limits set forth  above in this  Section  4.1,\nshall  have been fixed and  determined  by the Board of  Directors  prior to the\nissuance thereof.\n\n               On  the  date  of  these   Amended  and   Restated   Articles  of\nIncorporation,  there were issued and  outstanding  shares of the Series A $7.00\nCumulative  Convertible  Preferred  Stock.  On the  date of  these  Amended  and\nRestated  Articles  of  Incorporation,  there  were  authorized,  but  unissued,\n3,000,000 shares of the Series B Junior Participating Preferred Stock. The dates\non which  each such  series was  authorized  by the Board of  Directors  and the\npreferences,  limitations  and relative rights of the shares of each such series\nnot otherwise set forth in these Amended and Restated  Articles of Incorporation\nare set forth in  Articles IX and X hereof.  Prior to the date of these  Amended\nand Restated  Articles of  Incorporation,  the Corporation had issued the Market\nAuction  Preferred  Stock,  Series C-1 and the Market Auction  Preferred  Stock,\nSeries C-2. On that date all of the shares of each of the aforesaid series which\nhad been issued had been  redeemed by the  Corporation  and no share of any such\nseries remained issued and outstanding. Each such series provided that shares of\nthe series,  when purchased,  redeemed or otherwise acquired by the Corporation,\nwould become authorized but unissued shares of Preferred Stock,  undesignated as\nto series.\n\n               4.2 Dividends.  The holders of the Serial Preferred Stock of each\n                   ---------\nseries shall be entitled to receive,  if and when declared  payable by the Board\nof Directors,  dividends in lawful money of the United States of America, at the\ndividend rate for such series,  and not exceeding such rate except to the extent\nof any  participation  right.  Such dividends  shall be payable on such dates as\nshall be fixed for such series.  Dividends,  if cumulative and in arrears, shall\nnot bear interest.\n\n               No dividends  shall be declared or paid upon or set apart for the\nCommon Stock or for stock of any other class hereafter created ranking junior to\nthe Serial Preferred Stock in respect of dividends or assets (hereinafter called\nJunior Stock),  and no shares of Serial Preferred Stock,  Common Stock or Junior\nStock shall be purchased,  redeemed or otherwise reacquired for a consideration,\nnor  shall any funds be set  aside  for or paid to any  sinking  fund  therefor,\nunless and until (i) full dividends on the outstanding Serial Preferred Stock at\nthe dividend rate or rates therefor,  together with the full  additional  amount\nrequired by any  participation  right,  shall have been paid or declared and set\napart for payment with respect to all past dividend periods,  to the extent that\nthe holders of the Serial Preferred Stock are entitled to dividends with respect\nto any past  dividend  period,  and the current  dividend  period,  and (ii) all\nmandatory  sinking  fund  payments  that shall have become due in respect of any\nseries of the Serial Preferred Stock shall have been made. Unless full dividends\nwith respect to all past dividend  periods on the outstanding  Serial  Preferred\nStock at the dividend rate or rates  therefor,  to the extent the holders of the\nSerial  Preferred Stock are entitled to dividends with respect to any particular\npast dividend period,  together with the full additional  amount required by any\nparticipation  right, shall have been paid or declared and set apart for payment\nand all mandatory sinking fund payments that shall have become due in respect of\nany series of the Serial  Preferred Stock shall have been made, no distributions\nshall be made to the holders of the Serial  Preferred Stock of any series unless\ndistributions  are made to the  holders  of the  Serial  Preferred  Stock of all\nseries  then  outstanding  in  proportion  to  the  aggregate   amounts  of  the\ndeficiencies in payments due to the respective series, and all payments shall be\napplied,  first,  to  dividends  accrued  and in  arrears,  next,  to any amount\nrequired by any participation  right,  and,  finally,  to mandatory sinking fund\npayments.  The terms \"current  dividend period\" and \"past dividend period\" mean,\nif two or more  series of  Serial  Preferred  Stock  having  different  dividend\nperiods are at the time  outstanding,  the current  dividend  period or any past\ndividend period, as the case may be, with respect to each such series.\n\n               4.3 Preference on Liquidation.  In the event of any  liquidation,\n                   -------------------------\ndissolution  or  winding  up of the  Corporation,  the  holders  of  the  Serial\nPreferred  Stock of each series  shall be  entitled  to receive,  for each share\nthereof,  the  fixed  liquidation  price  for such  series,  plus,  in case such\nliquidation,  dissolution  or winding up shall  have been  voluntary,  the fixed\nliquidation  premium for such series,  if any,  together in all cases with a sum\nequal to all  dividends  accrued or in arrears  thereon and the full  additional\namount  required by any  participation  right,  before any  distribution  of the\nassets  shall be made to holders of the Common  Stock or Junior  Stock;  but the\nholders  of  the  Serial  Preferred  Stock  shall  be  entitled  to  no  further\nparticipation in such distribution.  If, upon any such liquidation,  dissolution\nor  winding  up,  the  assets  distributable  among the  holders  of the  Serial\nPreferred  Stock  shall  be  insufficient  to  permit  the  payment  of the full\npreferential amounts aforesaid,  then such assets shall be distributed among the\nholders of the Serial Preferred Stock then outstanding  ratably in proportion to\nthe full preferential amounts to which they are respectively  entitled.  For the\npurposes of this Section 4.3, the expression  \"dividends  accrued or in arrears\"\nmeans, in respect of each share of the Serial Preferred Stock of any series at a\nparticular  time,  an amount  equal to the product of the rate of  dividend  per\nannum applicable to the shares of such series  multiplied by the number of years\nand any  fractional  part of a year that shall have  elapsed  from the date when\ndividends on such shares became  cumulative to the  particular  time in question\nless the total amount of dividends actually paid on the shares of such series or\ndeclared and set apart for payment  thereon;  provided,  however,  that,  if the\ndividends on such shares shall not be fully  cumulative,  such expression  shall\nmean the dividends,  if any, cumulative in respect of such shares for the period\nstated in the  articles  of serial  designation  creating  such  shares less all\ndividends paid in or with respect to such period.\n\n\n                                    Article V\n\n                                  COMMON STOCK\n\n               5.1 Dividends. Subject to the provisions of law and the rights of\n                   ---------\nholders of shares at the time  outstanding  of all classes of stock having prior\nrights as to  dividends,  the  holders of Common  Stock at the time  outstanding\nshall be entitled to receive such dividends at such times and in such amounts as\nthe Board of Directors may deem advisable.\n\n               5.2 Liquidation. In the event of any liquidation,  dissolution or\n                   -----------\nwinding up (whether  voluntary or  involuntary)  of the  Corporation,  after the\npayment or provision for payment in full for all debts and other  liabilities of\nthe Corporation and all  preferential  amounts to which the holders of shares at\nthe time  outstanding  of all classes of stock having prior rights thereto shall\nbe entitled,  the remaining net assets of the  Corporation  shall be distributed\nratably among the holders of the shares at the time outstanding of Common Stock.\n\n               5.3    Voting  Rights.  The  holders of Common  Stock shall be\n                      --------------\nentitled to one vote per share on all matters.\n\n\n                                   Article VI\n\n                               NUMBER OF DIRECTORS\n\n               The number of directors  shall be fixed by the By-Laws or, in the\nabsence of a By-law fixing the number, the number shall be four.\n\n\n                                   Article VII\n\n                     LIMIT ON LIABILITY AND INDEMNIFICATION\n\n               7.1    Definitions.  For purposes of this Article the following\n                      -----------\ndefinitions shall apply:\n                      (a)    \"Corporation\"   means  this  Corporation,\n                              -----------\nincluding  Chessie  System,  Inc.  and Seaboard Coast Line Industries, Inc. and\nno other predecessor entity or other legal entity;\n\n                      (b)    \"expenses\"   include   counsel   fees,   expert\n                              --------\nwitness   fees,   and  costs  of investigation,   litigation  and  appeal,   as\nwell  as  any  amounts   expended  in  asserting  a  claim  for\nindemnification;\n\n                      (c)    \"liability\" means the obligation to pay a judgment,\n                              ---------\nsettlement,  penalty,  fine, or other such obligation,  including,  without\nlimitation,  any excise tax assessed with respect to an employee\nbenefit plan;\n                      (d)    \"legal entity\" means a corporation,  partnership,\n                              ------------\njoint venture,  trust, employee benefit plan or other enterprise;\n\n                      (e)    \"predecessor  entity\"  means a legal entity the\n                              -------------------\nexistence of which ceased upon its acquisition by the Corporation in a merger or\notherwise; and\n                      (f)    \"proceeding\"   means  any  threatened,   pending,\n                              ----------\nor  completed  action,   suit, proceeding or appeal whether civil,  criminal,\nadministrative  or investigative and whether formal or informal.\n\n               7.2  Limit on  Liability.  In  every  instance  permitted  by the\n                    -------------------\nVirginia Stock Corporation Act, as it exists on the date hereof or may hereafter\nbe amended,  the  liability of a director or officer of the  Corporation  to the\nCorporation or its shareholders arising out of a single transaction,  occurrence\nor course of conduct shall be limited to one dollar.\n\n               7.3  Indemnification  of Directors and Officers.  The Corporation\n                    ------------------------------------------\nshall  indemnify any  individual who is, was or is threatened to be made a party\nto a proceeding  (including a proceeding by or in the right of the  Corporation)\nbecause such individual is or was a director or officer of the  Corporation,  or\nbecause such  individual  is or was serving the  Corporation  or any other legal\nentity  in  any  capacity  at  the  request  of  the  Corporation,  against  all\nliabilities  and  reasonable  expenses  incurred in the  proceeding  except such\nliabilities and expenses as are incurred  because of such  individual's  willful\nmisconduct or knowing  violation of the criminal  law.  Service as a director or\nofficer of a legal entity  controlled by the Corporation shall be deemed service\nat the request of the Corporation.  The determination that indemnification under\nthis Section 7.3 is permissible and the evaluation as to the  reasonableness  of\nexpenses  in a  specific  case  shall be made,  in the  case of a  director,  as\nprovided by law,  and in the case of an  officer,  as provided in Section 7.4 of\nthis  Article;  provided,  however,  that if a majority of the  directors of the\nCorporation  has changed  after the date after the date of the  alleged  conduct\ngiving rise to a claim for  indemnification,  such  determination and evaluation\nshall, at the option of the person claiming indemnification,  be made by special\nlegal counsel  agreed upon by the Board of Directors  and such person.  Unless a\ndetermination  has  been  made  that  indemnification  is not  permissible,  the\nCorporation  shall make advances and  reimbursements  for expenses incurred by a\ndirector or officer in a  proceeding  upon receipt of an  undertaking  from such\ndirector or officer to repay the same if it is ultimately  determined  that such\ndirector or officer is not entitled to  indemnification.  Such undertaking shall\nbe an  unlimited,  unsecured  general  obligation of the director or officer and\nshall be accepted without  reference to such director's or officer's  ability to\nmake repayment. The termination of a proceeding by judgment,  order, settlement,\nconviction,  or upon a plea of nolo  contendere or its  equivalent  shall not of\nitself create a presumption that a director or officer acted in such a manner as\nto make such director or officer ineligible for indemnification. The Corporation\nis  authorized  to  contract  in  advance to  indemnify  and make  advances  and\nreimbursements  for  expenses  to any of its  directors  or officers to the same\nextent provided in this Section 7.3.\n\n               7.4  Indemnification  of Others. The Corporation may, to a lesser\n                    --------------------------\nextent or to the same extent that it is required to provide  indemnification and\nmake  advances and  reimbursements  for expenses to its  directors  and officers\npursuant  to  Section  7.3 of this  Article,  provide  indemnification  and make\nadvances  and  reimbursements  for  expenses to its  employees  and agents,  the\ndirectors,  officers,  employees and agents of its  subsidiaries and predecessor\nentities,  and any person  serving any other legal entity in any capacity at the\nrequest  of  the  Corporation,  and  may  contract  in  advance  to do  so.  The\ndetermination that  indemnification  under this Section 7.4 is permissible,  the\nauthorization   of  such   indemnification   and  the   evaluation   as  to  the\nreasonableness  of expenses in a specific case shall be made as authorized  from\ntime to time by  general or  specific  action of the Board of  Directors,  which\naction may be taken before or after a claim for  indemnification  is made, or as\notherwise  provided by law. No person's rights under Section 7.3 of this Article\nshall be limited by the provisions of this Section 7.4.\n\n               7.5  Miscellaneous.   The  rights  of  each  person  entitled  to\n                    -------------\nindemnification  under this Article  shall inure to the benefit of such person's\nheirs,  executors and  administrators.  Special  legal counsel  selected to make\ndeterminations   under  this  Article  may  be  counsel  for  the   Corporation.\nIndemnification  pursuant to this  Article  shall not be  exclusive of any other\nright  of  indemnification  to  which  any  person  may be  entitled,  including\nindemnification pursuant to a valid contract,  indemnification by legal entities\nother than the  Corporation  and  indemnification  under  policies of  insurance\npurchased and maintained by the Corporation or others.  However, no person shall\nbe entitled to  indemnification  by the Corporation to the extent such person is\nindemnified by another,  including an insurer.  The Corporation is authorized to\npurchase and  maintain  insurance  against any  liability it may have under this\nArticle or to protect any of the  persons  named  above  against  any  liability\narising from their service to the  Corporation  or any other legal entity at the\nrequest of the Corporation  regardless of the  Corporation's  power to indemnify\nagainst such  liability.  The  provisions of this Article shall not be deemed to\npreclude the Corporation from entering into contracts otherwise permitted by law\nwith any  individuals or legal  entities,  including  those named above.  If any\nprovision of this Article or its application to any person or  circumstances  is\nheld  invalid by a court of competent  jurisdiction,  the  invalidity  shall not\naffect other  provisions or  applications  of this Article,  and to this end the\nprovisions of this Article are severable.\n\n               7.6 Application; Amendments. The provisions of this Article shall\n                   -----------------------\nbe  applicable  from and  after  its  adoption  even  though  some or all of the\nunderlying  conduct or events  relating to a proceeding may have occurred before\nits  adoption.  No  amendment,  modification  or  repeal of this  Article  shall\ndiminish the rights  provided  hereunder  to any person  arising from conduct or\nevents occurring before the adoption of such amendment, modification or repeal.\n\n\n                                  Article VIII\n\n                UNSURRENDERED SHARES OF CHESSIE SYSTEM, INC. AND\n\n                      SEABOARD COAST LINE INDUSTRIES, INC.\n\n               8.1    Conversion of Shares.  On October 31, 1980 (the \"Merger\n                      --------------------\nDate\"),  the  outstanding  shares of Chessie Systems,  Inc.  (\"Chessie\") and\nSeaboard Coast Line Industries,  Inc.  (\"Industries\") were converted by\noperation of law into shares of the Corporation.\n\n               8.2  Failure  to  Surrender  Shares.  No holder  of a Chessie  or\n                    ------------------------------\nIndustries  common stock certificate shall be entitled to vote at any meeting of\nstockholders of the Corporation or to receive any dividends from the Corporation\nuntil  surrender of his  certificate in exchange for a certificate for shares of\nthe Corporation's Common Stock. Upon such surrender,  there shall be paid to the\nholder the amount of dividends  (without interest thereon) that have theretofore\nbecome  payable,  but that have not been paid by reason of the  foregoing,  with\nrespect  to the  number  of  whole  shares  of the  Corporation's  Common  Stock\nrepresented  by the  certificates  issued in exchange.  The  Corporation  shall,\nhowever,  be  entitled  after  the  Merger  Date to treat  the  certificates  of\noutstanding  common stock of Chessie and  Industries as evidencing the ownership\nof the number of full shares of the  Corporation's  Common  Stock into which the\nChessie and Industries shares, represented by such certificates, shall have been\nconverted, notwithstanding the failure to surrender such certificates.\n\n\n                                   Article IX\n\n                        SERIAL PREFERRED STOCK, SERIES A\n\n               Pursuant to a resolution adopted by the Board of Directors of the\nCorporation  on April  20,  1982,  250,000  shares  of  Serial  Preferred  Stock\nconstitute a series of Serial Preferred Stock designated as the $7.00 Cumulative\nConvertible  Preferred  Stock,  Series A ($100  Stated  Value)  (the  \"Series  A\nStock\"), the shares of which have the following rights and preferences:\n\n               9.1    Designation.  The  designation  of the series of Serial\n                      -----------\nPreferred  Stock shall be \"$7.00 Cumulative Convertible Preferred Stock, Series\nA ($100 Stated Value).\"\n\n               9.2 Dividends.  The holders of shares of the Series A Stock shall\n                   ---------\nbe  entitled  to  receive,  when and as  declared  by the  Board  of  Directors,\ndividends in cash in the amount of $7.00 per share per annum,  payable quarterly\non the last business day of January,  April, July and October in each year (each\nof the  quarterly  periods  ending  on the  last  business  day of such  months,\nrespectively,  being hereinafter called a \"dividend period\"); provided, however,\nno  dividend  shall be  payable as to any  payment  date  occurring  in the same\ncalendar  month in which the  initial  issuance  of the  Series A Stock  occurs.\nDividends on shares of the Series A Stock shall be  cumulative  commencing  with\nthe first day of the first  dividend  period for which a dividend  is payable in\naccordance  with the first  sentence of this  subdivision  (whether or not there\nshall be net profits or net assets of the Corporation  legally available for the\npayment of such dividends). All dividends declared upon the shares of the Series\nA Stock  shall be  declared  pro rata.  Holders  of shares of the Series A Stock\nshall not be entitled to any  dividends,  whether  payable in cash,  property or\nstock, in excess of the dividends provided for herein.\n\n               9.3    Redemption.  The shares of the Series A Stock shall\n                      ----------\nbe subject to redemption as follows:\n\n                      (a)    Mandatory  Redemption  Requirement.  On the last\n                             ----------------------------------\nday of the  dividend  period  for the Series A Stock which includes the sixth\nanniversary of the initial issuance of the Series A Stock, and on the last day\nof each corresponding dividend period in the four successive  twelve-month\nperiods (the \"Mandatory Redemption Dates\"), the  Corporation  shall  redeem any\nshares of the  Series A Stock  constituting Mandatory Redemption Shares in\naccordance with the provisions hereof (other than any such Mandatory Redemption\nShares that have been converted or surrendered for conversion  pursuant to\nsubdivision (6) hereof), at the redemption price of $100 a share.  \"Mandatory\nRedemption  Shares\" shall be the 50,000 shares of Series A Stock  selected in\neach year by the  transfer  agent by lot as of the dates (the \"Redemption Record\nDates\") 90 days prior to the first, second, third, fourth and fifth  Redemption\nDates,  respectively,  from a pool  consisting  of all of the shares of the\nSeries A Stock  originally  issued,  less any  shares of Series A Stock selected\nas  Mandatory Redemption  Shares  in a prior  year.  Mandatory Redemption Shares\nshall be selected by the transfer agent by lot among the stock certificates\nrepresenting  shares  of the  Series A Stock as of the  respective Redemption\nRecord Dates and a hypothetical stock certificate representing all of the shares\nof the Series A Stock that have been  converted  or  surrendered  for conversion\non or prior to the respective  Redemption  Record Dates,  except that shares\npreviously drawn for redemption  shall  not  be  included  in  such hypothetical\nstock   certificates;   provided   that  in  such  lot  selection certificates\nrepresenting more than 10 shares of Series A Stock,  including the hypothetical\ncertificate  representing  converted  shares,  shall  be  assigned separate lot\nnumbers for each whole or partial 10-share unit represented by such\ncertificates.\n\n                      (b)    Optional  Redemption  Right.  At any  time  after\n                             ---------------------------\nthe  fifth  anniversary  of the initial  issuance of the Series A Stock, the\nCorporation may call for redemption all of the outstanding  Series A Stock (the\n\"Optional  Redemption  Shares\") at a price of $110 a share  within 60 days of\nthe class vote  referred  to below (the \"Optional  Redemption Date\"), if (i) the\nshares of the Series A Stock shall have voted as a class,  either separately or\ntogether with shares of any other series of Serial  Preferred Stock, as a\ncondition to the taking of any corporate action other  than  action  which would\nchange the  Series A Stock  dividend  rights, liquidation preference,  mandatory\nredemption rights, redemption premium, voting rights or conversion rights,  (ii)\nthe vote necessary to constitute  approval of that  action by such  class  shall\nnot have  been  obtained  and (iii) the vote, necessary  to constitute  approval\nof that action by the holders of the Common Stock shall have been obtained.\n\n                      (c)    Redemption  Procedure.  Notice  of  redemption  of\n                             ---------------------\nshares  of the  Series A Stock shall be given by a notice  stating the Mandatory\nor Optional  Redemption  Date, respectively, mailed by first class mail not less\nthan 30 nor more than 60 days prior to the date fixed for redemption to the\nregistered  holders of the shares constituting the Mandatory or Optional\nRedemption Shares, respectively, at their addresses as shown on the books of the\nCorporation. On or at any time before the Mandatory or Optional Redemption Date,\nrespectively,  the  Corporation  shall deposit in trust, for the account of the\nholders of the shares  redeemed, funds necessary for such redemption with a bank\nor trust company in Richmond, Virginia or New  York,  New  York, having  capital\nand  surplus  aggregating  at  least $50,000,000.  Upon the  making as\nhereinabove  provided  of the  notice of such redemption, provided  such  notice\nspecifies  the office of such bank or trust company  where such deposit in trust\nhas been made (or the date on which it will be made) and states that deposit is\n(or shall be)  immediately  available to the holders of the  shares to be\nredeemed,  and upon the making of such  deposit in trust together with\nirrevocable  instructions  and authority to pay the amounts due upon redemption,\nthen all shares with respect to the  redemption  of which such  deposit and\ninstructions  shall have been made and such  notice  therefor given  shall,\nwhether  or  not  the  certificates   therefor  shall  have  been surrendered\nfor  cancellation,  be deemed no longer to be  outstanding  for any purpose,\nand all rights with respect to such shares shall  thereupon cease and terminate,\nexcept  only the right of the holders of the  certificates  for such shares to\nreceive,  out of the funds so deposited  in trust,  from and after the date of\nsuch deposit,  the amount payable upon the redemption thereof (including all\naccumulated  dividends),  without interest,  and the right of the holders of\nsuch shares to convert them as provided in subdivision (6) hereof.  Any interest\non the funds so deposited shall be paid to the Corporation.\n\n                      (d)    Payment of Dividends at  Redemption.  Before\n                             -----------------------------------\nredeeming any shares of the Series A Stock, all accumulated  dividends on the\nSeries A Stock,  including the dividend payable on the  Redemption  Date,  shall\nbe declared and paid on the  Redemption Date.\n\n               9.4. Rights on Liquidation, Dissolution, Winding Up. In the event\n                    ----------------------------------------------\nof any  involuntary or voluntary  liquidation,  dissolution or winding up of the\nCorporation,  the  holders  of the  Series  A Stock  then  outstanding  shall be\nentitled to be paid out of assets of the Corporation  available for distribution\nto its  stockholders an amount equal to $100 per share,  plus an amount equal to\naccumulated and unpaid dividends to and including the date on which such payment\nis made,  but the  holders  of Series A Stock  shall be  entitled  to no further\nparticipation in such distribution.\n\n               9.5  Voting.  Except as  otherwise  provided  by law,  the voting\n                    ------\nrights of the holders of the Series A Stock shall be as follows:\n\n                      (a)    Each  holder of shares of the  Series A Stock shall\nbe  entitled  to one vote for each share held,  and the shares of such series,\nthe shares of Common Stock and any other class of stock of the  Corporation then\nhaving  general voting rights shall vote together as one class.\n\n                      (b)    In the event that at any time or from time to time,\nwhile  any  shares  of the Series  A Stock  are  outstanding,  six or  more\nquarterly  dividends,  whether consecutive  or not, on any shares of the Series\nA Stock shall be in arrears and unpaid,  whether  or not  earned or  declared,\nthen the  holders  of all of the outstanding  shares of the Series A Stock\ntogether with the holders of any other series of Serial Preferred Stock then\nentitled to such a vote under the terms of the Articles of Incorporation  of the\nCorporation,  voting as a single  class, shall be  entitled  to elect  two\nmembers  of the  Board  of  Directors  of the Corporation.  Immediately  after\nthe  occurrence  of such  event,  the number of directors  of the  Corporation\nshall be  increased by two and (unless a regular meeting of  stockholders of the\nCorporation is to be held within 60 days for the purpose of electing  directors)\nthe Corporation  shall give prompt notice to the holders of all of the\noutstanding  shares of the Serial  Preferred Stock then so entitled  to such a\nvote of a special  meeting  of such  holders  to take  place within 60 days\nafter the  occurrence  of such event.  If such meeting  shall not have been\ncalled as so  provided,  such  meeting may be called at the expense of the\nCorporation  by the  holders of not less than five  percent of such  Serial\nPreferred Stock at the time  outstanding,  on written notice specifying the time\nand  place of the  meeting  given by mail not less than ten days or more than 30\ndays before the date of such meeting  specified in such notice.  At such meeting\nthe  holders  of all of such  Serial  Preferred  Stock at the time  outstanding,\nvoting as a single  class,  shall  have the  right to elect  the two  additional\nmembers of the Board of Directors of the Corporation.\n\n               If a regular  meeting of the  stockholders of the Corporation for\nthe  purpose  of  electing  directors  is to be held  within  60 days  after the\noccurrence  of such event,  then at such  meeting,  and,  in any event,  at each\nsubsequent meeting of the stockholders of the Corporation called for the purpose\nof electing  directors,  the holders of such Serial  Preferred Stock at the time\noutstanding, voting as a single class, shall have the right to elect two members\nof the Board of Directors on the same conditions as stated above.\n\n               At any special or regular  meeting  provided  for in the next two\npreceding  paragraphs,  each  outstanding  share of such Serial  Preferred Stock\nshall be entitled to one vote for the  election of the  directors  provided  for\nherein;  the holders of a majority of the shares of such Serial  Preferred Stock\nat the time outstanding shall constitute a quorum;  and a plurality vote of such\nquorum shall govern.\n\n               The  directors  elected by the holders of such  Serial  Preferred\nStock shall hold office until their  successors  shall be elected.  The right of\nholders of the Serial  Preferred  Stock to elect such two  additional  directors\nshall continue until such time as all accumulated  dividends on such shares have\nbeen paid in full.  The right  shall be  terminated  for the time  being and the\nterms of the directors so elected shall automatically expire at such time as all\ndividends on all  outstanding  shares of such Serial  Preferred stock in arrears\nshall have been paid in full.\n\n               9.6 Conversion.  (a) The Series A Stock shall be convertible,  at\n                   ----------\nthe option of the holder thereof,  at any time upon surrender,  to any office or\nagency maintained by the Corporation from time to time for this purpose,  of the\ncertificates  evidencing  the  shares  to be  converted,  into  fully  paid  and\nnonassessable  shares of Common Stock of the  Corporation at the conversion rate\nin effect at the time of conversion  determined as  hereinafter  provided.  Each\nshare of Series A Stock shall initially be convertible into two shares of Common\nStock. Any share of Series A Stock called for redemption or for which payment is\nprovided upon any liquidation,  dissolution or winding up of the Corporation may\nbe converted, provided that the certificate evidencing such share is surrendered\nfor conversion at any time on or before the date fixed by the Corporation, which\ndate shall not be earlier than 3:00 p.m.,  Richmond,  Virginia business time, on\nthe  second  full  business  day  immediately   preceding  the  Redemption  Date\n(excluding in such computation of date the Redemption Date), as the case may be.\nUpon  conversion,  any payment or adjustment  shall be made for dividends on any\nclass of shares.\n\n                      (b) The  number  of shares  of  Common  Stock and the\nnumber of shares of stock of other classes of the Corporation, if any, into\nwhich each share of the Series A Stock is convertible shall be subject to\nadjustment from time to time, as follows:\n\n                             (i) in case the Corporation  shall take a record of\nthe  holders of Common  Stock to (A)  declare  and pay a  dividend  or\ndistribution  payable in shares of its capital  stock,  (B) subdivide or split\nits  outstanding  shares of Common Stock into a larger  number of shares,  (C)\ncombine its  outstanding  shares of Common Stock  into a smaller  number of\nshares,  or (D) issue any  capital  stock (all shares so  issued  to be included\nin the term  \"Common  Stock\" as used in this paragraph (i)) as a result of a\nreclassification or a change of the terms of its outstanding  shares of Common\nStock,  the holder of each share of Series A Stock shall thereafter be entitled\nto receive, upon conversion, the number and kind of shares of Common Stock of\nthe Corporation he would have been entitled to receive after any of the events\ndescribed above had such conversion occurred immediately prior to such record\ndate.\n\n                             (ii) in case the  Corporation  shall  take a record\nof the  holders  of its Common Stock for the  purpose of  issuing  any rights or\nwarrants  entitling  them to subscribe for or purchase shares of Common Stock at\na price per share less than the average  market price per share of Common Stock\n(as defined in paragraph (v) of this  subdivision  6(b)) for the date at which\nsuch record is taken,  in each such case,  the number of shares of Common Stock\ninto which each share of Series A Stock shall  thereafter be convertible  shall\nbe determined by multiplying the number of shares of Common  Stock  into  which\nsuch share of Series A Stock was immediately  theretofore convertible by a\nfraction, of which the numerator shall be the sum of the number of shares of\nCommon  Stock  outstanding  at the time of the taking of such record plus the\nnumber of  additional  shares of Common Stock so offered for subscription or\npurchase,  and of which the denominator  shall be the sum of the number of\nshares of Common Stock  outstanding  at the time of the taking of such record\nplus the number of shares of Common  Stock which could be purchased  at the\naverage  market price per share of Common Stock (as defined in paragraph  (v) of\nthis  subdivision  6(b))  for such  date  with  the  aggregate offering price of\n the total number of shares so offered.\n\n                             (iii)  in case the Corporation  shall take a record\nof the  holders of Common Stock to distribute to the holders of its Common Stock\nevidences of indebtedness or assets (excluding cash dividends),  then the number\nof shares of Common Stock into which each share of Series A Stock shall\nthereafter be convertible shall be determined by  multiplying  the number of\nshares of Common Stock into which such share of Series A Stock was immediately\ntheretofore convertible by a fraction of which the numerator  shall be the\naverage market price per share of Common Stock (as defined in paragraph (v) of\nthis subdivision  6(b)) for the record date, and of which the  denominator\nshall be the average market price per share of Common Stock for such date, less\nthe fair market value (as reasonably determined by the Board of Directors of the\nCorporation,  whose determination shall be conclusive, and described in a\nstatement  filed with the Transfer  Agent or Transfer  Agents for the Series A\nStock and for the Common Stock) of the portion of the assets or evidences of\nindebtedness  so distributed  applicable to one of the outstanding shares of the\nCommon Stock.\n\n                             (iv) in case of any reorganization,\nrecapitalization,  consolidation,  merger, or sale,  transfer,  exchange  or\nconveyance  of all or  substantially  all of the property or assets of the\nCorporation as a result of which the holders of Common Stock shall be entitled\nto receive stock, other securities, cash or other assets with respect to or in\nexchange for Common Stock, the holder of a share of Series A Stock shall have\nthe right  thereafter to convert such share into the kind and amount of shares\nof stock or other  securities or other assets  receivable  upon such\nreorganization,  recapitalization,  consolidation,  merger, sale, transfer,\nexchange or  conveyance by a holder of the number of shares of Common Stock into\nwhich such share of Series A Stock might have been converted  immediately  prior\nto such reorganization, recapitalization, consolidation, merger, sale, transfer,\nexchange or conveyance and shall have no other conversion  rights with regard to\nsuch share of Series A Stock.\n\n                             (v) the term  \"average  market price  per  share of\nCommon  Stock\"  for any date shall mean the average of the daily  closing prices\nfor the thirty  consecutive business days commencing  forty-five  business days\nbefore the date in question.  The  closing  price  for each day  shall be as\nreported  on the New York  Stock Exchange-Composite Transactions.\n\n                             (vi) no  adjustment  in the number of shares of\nCommon  Stock into which any share of Series A Stock is convertible  shall be\nrequired unless such adjustment would require an increase  or  decrease of at\nleast one percent  (1%) in the number of shares of Common Stock into which a\nshare of Series A Stock is then convertible; provided,  however,  that any\nadjustments which by reason of this paragraph (vi) are not  required to be made\nshall be carried  forward and taken into account in any subsequent  adjustment;\nand provided,  further,  that  notwithstanding  the foregoing,  adjustment shall\nbe made not later  than the  earlier  of (A) three years after the  occurrence\nof any of the events  specified in  paragraphs  (i), (ii) and  (iii)  of this\nsubdivision  6(b)  and (B) the  date as to  which  the aggregate  adjustments\nnot  previously  made would require a total  increase or decrease of 1% in the\nconversion rate. All  calculations  under this subdivision 6(b) shall be made to\nthe nearest cent or the nearest one-hundredths of a share, as the case may be.\n\n                             Except as  otherwise  provided in this  subdivision\n6(b),  no  adjustment  of the conversion  rate  shall be made by  reason of the\nissuance  of shares of Common Stock in exchange for cash, property or services.\n\n                             (vii) if the  Corporation  shall take a record for\nthe purpose of  entitlement  to any dividend,  distribution, rights or warrants,\nand thereafter legally abandon its plan to pay or deliver such dividend,\ndistribution, rights or warrants, then no adjustment in the number of shares of\nCommon Stock, or of other shares of the Corporation  into  which any share of\nSeries A Stock is  convertible,  shall be required.\n\n                             (viii) in the event that at any time as a result of\nan  adjustment  made  pursuant to paragraph (i) of this subdivision  6(b), the\nholder of any shares of Series A Stock  shall  become  entitled  to receive  any\nshares of capital  stock of the Corporation  other than Common Stock or shares\nof stock or other  securities  or another  corporation  pursuant to subparagraph\n(iv) of this  subdivision  6(b), thereafter the number of such other shares or\namount of such other securities so receivable  upon  conversion  of any share of\nSeries A Stock shall be subject to adjustment from time to time in the manner\nand on the terms as nearly equivalent as practicable to the provisions  with\nrespect to the Common Stock  contained in paragraphs  (i) through (vii) of this\nsubdivision  6(b), to the extent they can appropriately apply on like terms to\nsuch other shares.\n\n                      (c)    Whenever any  adjustment  is required in the shares\ninto which any share of Series A Stock is  convertible,  the  Corporation  shall\nforthwith  (i) file  with the Transfer  Agent or  Transfer  Agents  for the\nSeries A Stock and for the Common Stock a statement  describing in reasonable\ndetail the adjustment and the method of calculation  used,  (ii) cause a notice\nstating the nature and amount of such adjustment  to be published at least once\nin a newspaper  printed in the English language  and  customarily  published  on\neach  business  day  and  of  general circulation  in the City of  Richmond,\nVirginia  and (iii) cause a copy of such notice to be mailed to the holders of\nrecord of shares of Series A Stock,  first class,  postage prepaid, at their\nrespective address as the same shall appear on the books of the Corporation.\n\n                      (d)    No  fractional  shares or scrip  representing\nfractional  shares  shall be issued upon the  conversion  of any Series A Stock.\nIf the  conversion of any Series A Stock results in a fraction,  an amount equal\nto such fraction multiplied by the average  market  price per share of Common\nStock  (determined  as  provided  in paragraph (v) of subdivision  6(b)) of the\nCommon Stock on the day of conversion shall be paid to such holder in cash by\nthe Corporation.\n\n                      (e)    The  Corporation  shall  at  all  times  reserve\nand  keep  available  out of its authorized  but unissued shares the full number\nof shares into which all shares of Series A Stock from time to time outstanding\nare convertible.\n\n               9.7 Retirement of Redeemed  Shares,  etc.  Shares of the Series A\n                   ------------------------------------\nStock  which have been  acquired  by the  Corporation  shall not be  reissued as\nSeries A Stock but shall be retired and cancelled in the manner  provided by law\nand shall become authorized as Serial Preferred Stock undesignated as to Series.\nShares of Series A Stock which are held by the  Corporation  shall not be deemed\noutstanding for any purpose.\n\n\n                                    Article X\n\n                        SERIAL PREFERRED STOCK, SERIES B\n\n               Pursuant to resolutions  adopted by the Board of Directors of the\nCorporation  on April 29,  1986 and June 27,  2000,  3,000,000  shares of Serial\nPreferred Stock  constitute a series of Serial Preferred Stock designated as the\nJunior  Participating  Preferred  Stock,  Series B (the  \"Series B Stock\"),  the\nshares of which have the following rights and preferences;\n\n               10.1.  Designation and Amount. The shares of such series shall be\n                      ----------------------\ndesignated as \"Junior Participating Preferred Stock, Series B\" and the number of\nshares constituting such series shall be 3,000,000. Such number of shares may be\nincreased or decreased by resolution of the Board of Directors;  provided,  that\nno decrease  shall reduce the number of shares of the Series B Stock to a number\nless than that of the shares then outstanding.\n\n               10.2.  Dividends and Distributions.\n                      ---------------------------\n\n               (a)  Subject to the prior and  superior  rights of the holders of\nany shares of any series of Preferred  Stock  ranking  prior and superior to the\nshares of the Series B Stock with respect to dividends, the holders of shares of\nthe  Series B  Stock,  in  preference  to the  holders  of  Common  Stock of the\nCorporation and of any other junior stock,  shall be entitled to receive,  when,\nas and if declared by the Board of Directors out of funds legally  available for\nthe purpose,  quarterly  dividends  payable in cash on the fifteenth day (or, if\nnot a business day, the preceding  business day) of March,  June,  September and\nDecember in each year (each such date being  referred to herein as a  \"Quarterly\nDividend Payment Date\"), commencing on the first Quarterly Dividend Payment Date\nafter the  first  issuance  of a share or  fraction  of a share of the  Series B\nStock, in an amount per share (rounded to the nearest cent) equal to the greater\nof (a) $1.00 or (b) subject to the  provision  for  adjustment  hereinafter  set\nforth,  100 times the aggregate per share amount of all cash dividends,  and 100\ntimes the aggregate per share amount (payable in kind) of all non-cash dividends\nor other distributions, other than a dividend payable in shares of Common Stock,\nor a subdivision of the outstanding shares of Common Stock (by  reclassification\nor  otherwise),  declared on the Common  Stock since the  immediately  preceding\nQuarterly Dividend Payment Date or, with respect to the first Quarterly Dividend\nPayment  Date,  since the first  issuance of any share or fraction of a share of\nthe Series B Stock. In the event the Corporation shall at any time after May 29,\n1998  declare or pay any  dividend on Common  Stock  payable in shares of Common\nStock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the\noutstanding  shares of Common Stock (by  reclassification  or otherwise  than by\npayment of a dividend in shares of Common Stock) into a greater or lesser number\nof shares of Common Stock, then in each such case the amount to which holders of\nshares of the Series B Stock were entitled immediately prior to such event under\nclause (b) of the  preceding  sentence  shall be  adjusted by  multiplying  such\namount by a fraction  the  numerator  of which is the number of shares of Common\nStock  outstanding  immediately after such event and the denominator of which is\nthe number of shares of Common Stock that were outstanding  immediately prior to\nsuch event.\n\n               (b) The  Corporation  shall declare a dividend or distribution on\nthe Series B Stock as  provided in  paragraph  (a) of this  Section  immediately\nafter it declares a dividend or  distribution  on the Common Stock (other than a\ndividend  payable in shares of Common  Stock);  provided  that,  in the event no\ndividend or distribution shall have been declared on the Common Stock during the\nperiod  between any  Quarterly  Dividend  Payment  Date and the next  subsequent\nQuarterly  Dividend  Payment Date, a dividend of $1.00 per share on the Series B\nStock  shall  nevertheless  be payable  on such  subsequent  Quarterly  Dividend\nPayment Date.\n\n               (c)  Dividends  shall  begin  to  accrue  and  be  cumulative  on\noutstanding  shares of the Series B Stock from the  Quarterly  Dividend  Payment\nDate next  preceding  the date of issue of such  shares  of the  Series B Stock,\nunless  the date of issue of such  shares  is prior to the  record  date for the\nfirst  Quarterly  Dividend  Payment Date, in which case dividends on such shares\nshall begin to accrue from the date of issue of such shares,  or unless the date\nof issue is a Quarterly Dividend Payment Date or is a date after the record date\nfor the  determination  of holders of shares of the Series B Stock  entitled  to\nreceive a quarterly dividend and before such Quarterly Dividend Payment Date, in\neither of which events such  dividends  shall begin to accrue and be  cumulative\nfrom such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall\nnot bear  interest.  Dividends  paid on the  shares of the  Series B Stock in an\namount  less than the total  amount of such  dividends  at the time  accrued and\npayable on such shares shall be  allocated  pro rata on a  share-by-share  basis\namong all such shares at the time outstanding.  The Board of Directors may fix a\nrecord  date for the  determination  of  holders of shares of the Series B Stock\nentitled to receive  payment of a dividend  or  distribution  declared  thereon,\nwhich record date shall be not more than 60 days prior to the date fixed for the\npayment thereof.\n\n               10.3.  Voting  Rights.  The  holders  of shares of the Series B\n                      --------------\nStock  shall have the  following voting rights:\n\n               (a)  Subject to the  provision  for  adjustment  hereinafter  set\nforth,  each share of the Series B Stock shall entitle the holder thereof to 100\nvotes on all matters submitted to a vote of the shareholders of the Corporation.\nIn the event the Corporation shall at any time after May 29, 1998 declare or pay\nany  dividend on Common  Stock  payable in shares of Common  Stock,  or effect a\nsubdivision or combination or consolidation of the outstanding  shares of Common\nStock (by  reclassification or otherwise than by payment of a dividend in shares\nof Common Stock) into a greater or lesser number of shares of Common Stock, then\nin each such case the  number of votes per share to which  holders  of shares of\nthe  Series B Stock  were  entitled  immediately  prior to such  event  shall be\nadjusted by multiplying  such number by a fraction the numerator of which is the\nnumber of shares of Common Stock  outstanding  immediately  after such event and\nthe  denominator  of which is the  number of shares  of Common  Stock  that were\noutstanding immediately prior to such event.\n\n               (b) Except as otherwise provided herein or by law, the holders of\nShares of the  Series B Stock and the  holders of shares of Common  Stock  shall\nvote together as one class on all matters submitted to a vote of shareholders of\nthe Corporation.\n\n               (c)  Except as set forth  herein,  holders  of the Series B Stock\nshall have no special  voting  rights and their  consent  shall not be  required\n(except to the extent they are  entitled to vote with holders of Common Stock as\nset forth herein) for taking any corporate action.\n\n               10.4.  Certain Restrictions.\n                      --------------------\n\n               (a)  Whenever   quarterly   dividends   or  other   dividends  or\ndistributions  payable  on the  Series B Stock as  provided  in Section 2 are in\narrears,   thereafter   and  until  all   accrued  and  unpaid   dividends   and\ndistributions,  whether  or not  declared,  on  shares  of the  Series  B  Stock\noutstanding shall have been paid in full, the Corporation shall not:\n\n                      (i)    declare,  set apart or pay  dividends  on or make\nany other  distributions  on the Common Stock or any shares of stock  ranking\njunior  (either as to dividends or upon liquidation, dissolution or winding up)\nto the Series B Stock;\n\n                      (ii)   declare  or pay  dividends  on or make any other\ndistributions  on any  shares of stock  ranking  on a  parity  (either  as  to\ndividends  or  upon  liquidation, dissolution  or  winding  up) with the  Series\nB Stock,  except  dividends  paid ratably on the Series B Stock and all such\nparity stock on which  dividends  are payable or in arrears in proportion to the\ntotal amounts to which the holders of all such shares are then entitled; or\n\n                      (iii)  redeem or purchase or otherwise acquire for\nconsideration  shares of the Series B Stock, any such parity stock or any stock\nranking junior (either as to dividends or upon liquidation,  dissolution or\nwinding up) with the Series B Stock, or set aside for or pay to any sinking fund\ntherefore.\n\n               (b) The  Corporation  shall  not  permit  any  subsidiary  of the\nCorporation  to purchase or otherwise  acquire for  consideration  any shares of\nstock of the Corporation  unless the Corporation  could,  under paragraph (a) of\nthis  Section 4 purchase or  otherwise  acquire  such shares at such time and in\nsuch manner.\n\n               10.5.  Reacquired  Shares.  Any  shares  of the  Series  B  Stock\n                      ------------------\npurchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever\nshall be retired and cancelled promptly after the acquisition  thereof. All such\nshares shall upon their  cancellation  become  authorized but unissued shares of\nPreferred  Stock and may be reissued as part of a new series of Preferred  Stock\nto be created by resolution or resolutions of the Board of Directors, subject to\nthe conditions and restrictions on issuance set forth herein.\n\n               10.6.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any\n                       ---------------------------------------------\nliquidation, dissolution or winding up of the Corporation, no distribution shall\nbe made (1) to the holders of shares of Common Stock or of stock ranking  junior\n(either as to dividends or upon  liquidation,  dissolution or winding up) to the\nSeries B Stock  unless,  prior  thereto,  the  holders of shares of the Series B\nStock shall have  received  $100 per share,  plus an amount equal to accrued and\nunpaid dividends and distributions thereon, whether or not declared, to the date\nof such payment, provided that the holders of shares of the Series B Stock shall\nbe entitled to receive an aggregate  amount per share,  subject to the provision\nfor adjustment hereinafter set forth, equal to 100 times the aggregate amount to\nbe  distributed  per share to holders of Common Stock,  or (2) to the holders of\nstock  ranking  on a  parity  (either  as  to  dividends  or  upon  liquidation,\ndissolution or winding up) with the Series B Stock,  except  distributions  made\nratably on the Series B Stock and all other such parity stock in  proportion  to\nthe total amounts to which the holders of all such shares are entitled upon such\nliquidation,  dissolution or winding up. In the event the  Corporation  shall at\nany time after May 29, 1998 declare or pay any dividend on Common Stock  payable\nin  shares  of  Common  Stock,   or  effect  a  subdivision  or  combination  or\nconsolidation of the outstanding shares of Common Stock (by  reclassification or\notherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a\ngreater or lesser number of shares of Common  Stock,  then in each such case the\naggregate  amount to which holders of shares of the Series B Stock were entitled\nimmediately  prior to such  event  under  the  provision  of  clause  (1) of the\npreceding  sentence shall be adjusted by  multiplying  such amount by a fraction\nthe  numerator  of which is the  number of shares  of Common  Stock  outstanding\nimmediately  after  such  event and the  denominator  of which is the  number of\nshares of Common Stock that were outstanding immediately prior to such event.\n\n               10.7.  Consolidation,  Merger, etc. In case the Corporation shall\n                      ----------------------------\nenter into any consolidation,  merger,  combination or other transition in which\nthe shares of Common  Stock are  exchanged  for or changed  into other  stock or\nsecurities,  cash and\/or any other property, then in any such case the shares of\nthe Series B Stock shall at the same time be  similarly  exchanged or changed in\nan amount per share  (subject to the provision for  adjustment  hereinafter  set\nforth) equal to 100 times the aggregate amount of stock, securities, cash and\/or\nany other  property  (payable  in kind),  as the case may be,  into which or for\nwhich each  share of Common  Stock is  changed  or  exchanged.  In the event the\nCorporation  shall at any time after May 29, 1998 declare or pay any dividend on\nCommon  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or\ncombination  or  consolidation  of the  outstanding  shares of Common  Stock (by\nreclassification  or  otherwise)  into a greater  or lesser  number of shares of\nCommon  Stock,  then in each such  case the  amount  set forth in the  preceding\nsentence  with respect to the exchange or change of shares of the Series B Stock\nshall be adjusted by  multiplying  such amount by a fraction  the  numerator  of\nwhich is the number of shares of Common Stock outstanding immediately after such\nevent and the  denominator of which is the number of shares of Common Stock that\nwere outstanding immediately prior to such event.\n\n               10.8.  No Redemption.  The shares of the Series B Stock shall not\n                      -------------\nbe redeemable.\n\n               10.9.  Rank.  The Series B Stock  shall rank  junior to all other\n                      ----\nseries of the  Corporation's preferred  stock  outstanding as of April 29, 1986,\nas to the payment of dividends  and the  distribution  of assets.\n\n               10.10.  Amendment.  The  Articles of  Incorporation  shall not be\n                       ---------\namended  in any  manner  which  would  materially  alter or  change  the  power,\npreferences  or  special  rights  of the  Series  B Stock so as to  affect  them\nadversely  without the affirmative vote of the holders of at least two-thirds of\nthe outstanding shares of the Series B Stock, voting together as a single voting\ngroup.\n\n\n                                   Article XI\n\n                            VOTE TO AMEND OR RESTATE\n\n        As to each voting group  entitled to vote on an amendment or restatement\nof these Articles of  Incorporation  the vote required for approval shall be (i)\nthe vote required by the terms of these Articles of Incorporation, as amended or\nas restated from time to time, if such terms  specifically  require the approval\nof more than a majority of the votes  entitled to be cast thereon by such voting\ngroup;  or (ii) if clause (i) of this Article is not  applicable,  a majority of\nthe votes entitled to be cast thereon.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9573,9575],"class_list":["post-41408","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-csx-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41408","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41408"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41408"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41408"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41408"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}