<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORM 8-A/A
NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------
FIRST FINANCIAL BANKSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-0944023
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
400 PINE STREET
ABILENE, TEXAS 79601
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
AMENDMENT NO. 1 TO FORM 8-A
The undersigned registrant hereby amends its Registration Statement on Form
8-A dated March 29, 1974 for its Common Stock, $10.00 par value, as set forth on
the pages attached hereto:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
ITEM 2. EXHIBITS.
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- --------------------------------------------------------------------------------
Page 01 of 42
The Exhibit Index appears on Page 4
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
Item 1 of the Form 8-A dated March 29, 1974 (the "Form 8-A") of First
Financial Bankshares, Inc., a Texas corporation which was formerly named
"First Abilene Bankshares, Inc." (the "Company"), is hereby amended in its
entirety to read as follows:
The authorized capital stock of the Company consists of 5,000,000 shares of
common stock, $10.00 par value (the "Common Stock"). As of December 31, 1993,
3,746,687 shares of Common Stock were issued and outstanding.
The holders of Company Common Stock ("Company Shareholders") are entitled to
receive such dividends as may from time to time be declared by the Company's
Board of Directors. Shareholders are entitled to one vote per share of Company
Common Stock on every issue submitted to them as Company Shareholders at a
meeting of shareholders or otherwise. In the event of liquidation, Company
Shareholders are entitled to share ratably, after satisfaction in full of the
prior rights of creditors, in all assets of the Company available for
distribution to Company Shareholders. Company Shareholders do not have
preemptive or cumulative voting rights. All shares of Company Common Stock now
issued and outstanding are fully paid and nonassessable.
The Company's Articles of Incorporation provide that, to the fullest extent
permitted by applicable law, no director shall be liable to the Company or
Company Shareholders for monetary damages for or with respect to any acts or
omissions in his or her capacity as a director, except in the case of liability
for (i) a breach of a duty of loyalty to the Company or its shareholders, (ii)
an act or omission not in good faith or that involves intentional misconduct or
a knowing violation of the law, (iii) a transaction from which a director
received an improper benefit, (iv) an act or omission for which the liability of
a director is expressly provided by statute, or (v) an act related to an
unlawful stock repurchase or payment of a dividend.
The Company's Articles of Incorporation also provide that each director,
officer, employee and agent of the Company shall be indemnified, to the fullest
extent permitted by applicable law, for all expenses incurred in connection with
any action, suit, proceeding or claim to which he or she is named a party or
otherwise by virtue of holding such position; provided, however, that no
indemnification of employees or agents (other than directors or officers) will
be made without express authorization of the Board of Directors.
Page 02 of 42
<PAGE>
ITEM 2. EXHIBITS.
--------
Item 4 of the Form 8-A is hereby amended in its entirety to read as follows:
1. Articles of Incorporation, and all amendments thereto.
2. Amended and Restated Bylaws, and all amendments thereto.
3. Specimen Common Stock Certificate.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
FIRST FINANCIAL BANKSHARES, INC.
By: /s/ Curtis R. Harvey
----------------------------
Curtis R. Harvey
Executive Vice President and
Chief Financial Officer
Date: January 5, 1994
Page 03 of 42
<PAGE>
Exhibit Index
-------------
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<TABLE>
<CAPTION>
<S> <C> <C>
1 Articles of Incorporation, and all 5
amendments thereto
2 Amended and Restated Bylaws, and all 34
amendments thereto
3 Specimen Common Stock Certificate 41
</TABLE>
Page 04 of 42
<PAGE>
EXHIBIT 1
RESTATED ARTICLES OF INCORPORATION
OF
F & M OPERATING COMPANY
1. F & M OPERATING COMPANY, pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Restated Articles of Incorporation
and all amendments thereto that are in effect to date and as further amended by
such Restated Articles of Incorporation as hereinafter set forth and which
contain no other change in any provision thereof.
2. The Articles of Incorporation of the corporation are amended by the
Restated Articles of Incorporation as follows:
a. The name of the corporation in Article I was changed. Article I of the
original Articles of Incorporation is hereby amended to read as
follows: "The name of the corporation is First Abilene Bankshares,
Inc."
b. The purposes of the corporation in Article III were changed. Article
III of the original Articles of Incorporation is hereby amended to
read as follows:
"The purposes for which the corporation is organized are: to subscribe
for, purchase, own, sell, pledge, mortgage, manage, invest and
reinvest securities, personal property, and evidences of indebtedness
of persons, partnerships, joint adventures, and foreign or domestic
corporations; to provide, sell, lease or deal in services to, for or
incidental to same; to buy, sell, lease and deal in real property
subject to Part Four of the Texas Miscellaneous Corporation Laws Act;
and in general, to carry on such other business or businesses
incidental thereto or desirable as the
Page 05 of 42
<PAGE>
corporation may from time to time desire or engage in, SAVE AND EXCEPT
such business or businesses or any combination thereof as may be
prohibited by the laws of the State of Texas."
c. The number of shares authorized to be issued and the par value of same
in Article IV were changed. Article IV of the original Articles of
Incorporation is hereby amended to read as follows:
"The aggregate number of shares which the corporation shall have
authority to issue is Five Hundred Thousand (500,000) of the par value
of Ten Dollars ($10.00) each."
d. The Articles of Incorporation were amended by adding thereto a new
Article IX reading as follows:
"The right of every shareholder to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on
the same principle among any number of such candidates is prohibited."
e. The Articles of Incorporation were amended by adding thereto a new
Article X reading as follows:
"The pre-emptive rights of every shareholder to acquire unissued or
treasury shares of the corporation is denied."
f. The manner in which an exchange reclassification and cancellation of
issued shares provided for in the above amendments shall be effected
is as follows: the ten (10) shares of common stock in the corporation
of One Hundred and No/100 Dollars ($100.00) par value per share which
are authorized, issued and outstanding will be surrendered to the
corporation
Page 06 of 42
<PAGE>
by the shareholders in a pro rata exchange for One Hundred (100)
shares of common stock in the corporation of Ten and No/100 Dollars
($10.00) par value per share.
g. Such amendment does not effect a change in the amount of stated
capital.
3. Each such amendment made by these Restated Articles of Incorporation has
been effected in conformity with the provisions of the Texas Business
Corporation Act and such Restated Articles of Incorporation were duly adopted by
the shareholders of the corporation on the 25th day of February, 1972.
4. The number of shares outstanding was Ten (10) and the number of shares
entitled to vote on the Restated Articles of Incorporation as so amended was ten
(10), the holder of all of which have signed a written consent to the adoption
of such Restated Articles of Incorporation as so amended.
5. The Articles of Incorporation and all amendments and supplements thereto
are hereby superseded by the following Restated Articles of Incorporation which
accurately copy the entire text thereof and as amended as above set forth:
ARTICLE I
---------
The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE II
----------
The period of its duration is perpetual.
ARTICLE III
-----------
The purposes for which the corporation is organized are: to subscribe for,
purchase, own, sell, pledge, mortgage, manage, invest and reinvest securities,
personal property, and evidences of indebtedness of persons, partnerships, joint
adventures, and foreign or domestic corporations; to provide, sell, lease or
deal in services to, for or incidental to same; to buy, sell, lease and
Page 07 of 42
<PAGE>
deal in real property subject to Part Four of the Texas Miscellaneous
Corporation Laws Act; and in general, to carry on such other business or
businesses incidental thereto or desirable as the corporation may from time to
time desire or engage in, SAVE AND EXCEPT such business or businesses or any
combination thereof as may be prohibited by the laws of the State of Texas.
ARTICLE IV
----------
The aggregate number of shares which the corporation shall have authority to
issue is Five Hundred Thousand (500,000) of the par value of Ten Dollars
($10.00) each.
ARTICLE V
---------
The corporation will not commence business until it has received, for the
issuance of its shares, consideration of the value of $1,000.00, consisting of
money, labor done, or property actually received, which sum is at least equal to
ten percent of the total capitalization of said corporation and not less than
$1,000.00.
ARTICLE VI
----------
The post office address of its initial registered office is The Farmers &
Merchants National Bank Building in Abilene, Texas, and the name of its initial
registered agent at such address is Fred G. Henry.
ARTICLE VII
-----------
The number of Directors constituting the initial Board of Directors is three
(3), and the names and addresses of the persons who are to serve as Directors
until the first annual meeting of the shareholders or until their successors are
elected and qualified are:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<C> <S>
Fred G. Henry 4047 Redbud Circle, Abilene, Texas
Ed M. Perkins 4025 Richmond Street, Abilene, Texas
Joe S. Hogan 908 Grape Street, Abilene, Texas
</TABLE>
Page 08 of 42
<PAGE>
ARTICLE VIII
------------
The names and addresses of the incorporators are:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<C> <S>
Fred G. Henry 4047 Redbud Circle, Abilene, Texas
Ed M. Perkins 4025 Richmond Street, Abilene, Texas
Joe S. Hogan 908 Grape Street, Abilene, Texas
</TABLE>
ARTICLE IX
----------
The right of every shareholder to cumulate his votes by giving one candidate
as many votes as the number of such directors multiplied by the number of his
shares shall equal, or by distributing such votes on the same principles among
any number of such candidates is prohibited.
ARTICLE X
---------
The pre-emptive rights of every shareholder to acquire unissued or treasury
shares of the corporation is denied.
Dated this 5th day of April, 1972.
F & M OPERATING COMPANY
By: Fred G. Henry
-------------
President
By: W. R. Rainey
------------
Secretary
Page 09 of 42
<PAGE>
THE STATE OF TEXAS (
(
COUNTY OF TAYLOR (
I, Delois Edwards, a Notary Public, do hereby certify that on this the 5th day
of April, 1972, personally appeared before me Fred G. Henry, who being by me
first duly sworn, declared that he is the President of F & M Operating Company,
that he signed the foregoing document as President of said corporation, and that
the statements therein contained are trust.
Delois Edwards
-----------------------------------
Notary Public, Taylor County, Texas
Page 010 of 42
<PAGE>
STATEMENT OF CHANGE OF REGISTERED OFFICE
AND REGISTERED AGENT
TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:
Pursuant to the provisions of the Texas Business Corporation Act, the
undersigned corporation, organized under the laws of the State of Texas, submits
the following statement for the purpose of changing its registered office or its
registered agent, or both, in the State of Texas:
1. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
2. The Post Office Address of its present registered office is The Farmers &
Merchants National Bank Building in Abilene, Texas.
3. The post office address to which its registered office is to be changed
is the First National Bank of Abilene Building, Abilene, Texas.
4. The name of its present registered agent is Fred G. Henry.
5. The name of its successor registered agent is Kenneth T. Murphy.
6. The post office address of its registered office and the post office
address of the business office of its registered agent, as changed, will
be identical.
7. Such change was authorized by resolution duly adopted by its Board of
Directors.
DATED this 5th day of April, 1972.
FIRST ABILENE BANKSHARES, INC.
By: Fred G. Henry
---------------------------------
President
W. R. Rainey
-------------------------------------
Secretary
Page 011 of 42
<PAGE>
THE STATE OF TEXAS (
(
COUNTY OF TAYLOR (
I, EUNICE ROSSON, a Notary Public, do hereby certify that on this 5th day of
April, 1972, personally appeared before me FRED G. HENRY who being by me first
duly sworn declared that he is the President of FIRST ABILENE BANKSHARES, INC.,
that he signed the foregoing document as President of the corporation and that
the statements contained therein are true.
Eunice Rosson
-------------------------------------
Notary Public, Taylor County, Texas
Page 012 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
CERTIFICATE OF FILING
OF
ARTICLES OF AMENDMENT (DATED APRIL 11, 1975)
FOR
FIRST ABILENE BANKSHARES, INC.
CHARTERS No. 132026
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES
THAT DUPLICATE ORIGINALS OF THE ATTACHED FOR THE ABOVE, DULY SIGNED AND
VERIFIED, HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN HIM BY LAW, HEREBY ISSUES THIS CERTIFICATE AND ATTACHES
HERETO THE DUPLICATE ORIGINAL.
DATED APR. 15, 1975
[SEAL] Mark N. White, Jr.
------------------
Secretary of State
GGC
Page 013 of 42
<PAGE>
ARTICLES OF AMENDMENT STAMP: [Filed
BY THE SHAREHOLDERS in the Office of the
TO THE Secretary of State of Texas
ARTICLES OF INCORPORATION April 15, 1975
OF FIRST ABILENE BANKSHARES, INC. James B. Chote
Deputy Director,
Corporation Division]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation which increases the number of authorized shares of the
corporation:
ARTICLE ONE. The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE TWO. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on April 8, 1975:
Article Four of the Articles of Incorporation is hereby amended so as
to read as follows:
The aggregate number of shares which the corporation shall have
authority to issue is one million (1,000,000) of the par value of Ten
Dollars ($10.00) each.
ARTICLE THREE. The number of shares of the corporation outstanding at the time
of such adoption was 408,723; and the number of shares entitled to vote thereon
was 408,723.
ARTICLE FOUR. The number of shares voted for such amendment was 340,012; and
the number of shares voted against such amendment was 3,399.
Dated: April 11, 1975.
FIRST ABILENE BANKSHARES, INC.
By: Walter F. Johnson
-----------------
Its: President
and
James F. Collins
----------------
Its: Secretary
Page 014 of 42
<PAGE>
THE STATE OF TEXAS )
)
COUNTY OF TAYLOR )
I, Delois Edwards, a Notary Public, do hereby certify that on this 11th day of
April, 1975, personally appeared before me WALTER F. JOHNSON, who declared he is
President of the corporation executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing documents in the capacity
therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Delois Edwards
------------------------
Notary Public in and for
Taylor County, Texas
Page 015 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
CERTIFICATE OF AMENDMENT
FOR
FIRST ABILENE BANKSHARES, INC.
CHARTERS NUMBER 132026
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES
THAT ARTICLES OF AMENDMENT, DULY SIGNED AND VERIFIED, HAVE BEEN RECEIVED IN THIS
OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN HIM BY LAW, ISSUES THIS CERTIFICATE AND ATTACHES HERETO A
COPY OF THE ARTICLES OF AMENDMENT.
DATED APR. 15, 1980
[SEAL] G.W. Strake, Jr.
------------------
Secretary of State
BLP
Page 016 of 42
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed with the
BY THE SHAREHOLDERS Office of the Secretary
TO THE of State of Texas on
ARTICLES OF INCORPORATION the 15th of April, 1980]
OF FIRST ABILENE BANKSHARES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation which increases the number of authorized shares of the
corporation:
ARTICLE ONE. The name of the corporation is First Abilene Bankshares, Inc.
ARTICLE TWO. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on April 8, 1980:
Article Four of the Articles of Incorporation is hereby amended so as
to read as follows:
The aggregate number of shares which the corporation shall have
authority to issue is one million five hundred thousand (1,500,000) of
the par value of Ten Dollars ($10.00) each.
ARTICLE THREE. The number of shares of the corporation outstanding at the time
of such adoption was 735,702; and the number of shares entitled to vote thereon
was 735,702.
ARTICLE FOUR. The number of shares voted for such amendment was 582,064; and
the number of shares voted against such amendment was 1,948, and 7,777 shares
abstained.
Dated: April 14, 1980.
FIRST ABILENE BANKSHARES, INC.
By: Walter F. Johnson
-----------------
Its: President
and
James F. Collins
----------------
Its: Secretary
Page 017 of 42
<PAGE>
THE STATE OF TEXAS )
)
COUNTY OF TAYLOR )
I, Delois Edwards, a Notary Public, do hereby certify that on this 14th day of
April, 1980, personally appeared before me WALTER F. JOHNSON, who declared he is
President of the corporation executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing documents in the capacity
therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Delois Edwards
------------------------
Notary Public in and for
Taylor County, Texas
Page 018 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
CERTIFICATE OF AMENDMENT
FOR
FIRST ABILENE BANKSHARES, INC.
CHARTERS NUMBER 132026
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES
THAT ARTICLES OF AMENDMENT, DULY SIGNED AND VERIFIED, HAVE BEEN RECEIVED IN THIS
OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN HIM BY LAW, ISSUES THIS CERTIFICATE AND ATTACHES HERETO A
COPY OF THE ARTICLES OF AMENDMENT.
DATED APR. 27, 1982
[SEAL] David A. Dean
------------------
Secretary of State
Page 019 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
APR 29 1982
Secretary of State
APR. 27, 1982
DAVID L. BURHMANN, ATTORNEY AT LAW
P. O. BOX 1440
ABILENE, TX 79604
RE: FIRST ABILENE BANKSHARES, INC.
CHARTER NUMBER 132026-0
DEAR SIR:
IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR ARTICLES OF
AMENDMENT. THE APPROPRIATE EVIDENCE IS ATTACHED FOR YOUR FILES, AND THE ORIGINAL
HAS BEEN FILED IN THIS OFFICE.
PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER.
IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.
VERY TRULY YOURS,
[SEAL] David A. Dean
------------------
Secretary of State
Page 020 of 42
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed in the
BY THE SHAREHOLDERS Office of the Secretary
TO THE of State of Texas
ARTICLES OF INCORPORATION April 27, 1982]
OF FIRST ABILENE BANKSHARES, INC.
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE I. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on the 13th day of, 1982:
Article Four of the Articles of Incorporation is amended to read as
follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is Two Million Five Hundred Thousand (2,500,000) of
the par value of Ten Dollars ($10.00) each."
ARTICLE III. The number of shares of the Corporation outstanding at the time
of such adoption was 1,147,603; and the number of shares entitled to vote
thereon was 1,147,603.
ARTICLE IV. The number of shares voted for such amendment was 864,696; the
number of shares voted against such amendment was 2,516, and 15,260 shares
abstained.
Dated this 26th day of April, 1982.
FIRST ABILENE BANKSHARES, INC.
By: Walter F. Johnson
-------------------------------------
Its: President
and
James F. Collins
-------------------------------------
Its: Secretary
Page 021 of 42
<PAGE>
THE STATE OF TEXAS (
(
COUNTY OF TAYLOR (
I, Bernice Clay, a Notary Public, do hereby certify that on this 26th day of
April, 1982, personally appeared before me WALTER F. JOHNSON, who declared he is
President of the corporation executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing documents in the capacity
therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Bernice Clay
-------------------------------------
Notary Public, State of Texas
Bernice Clay
-------------------------------------
Printed/Typed Name of Notary
My commission expires: 8-1-84
Page 022 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
MAY 7, 1986
MCMAHON, SMART, SUROVIK, SUTTEL, D. BUHRMAN
P. O. BOX 3679
ABILENE, TX 79604
RE: FIRST ABILENE BANKSHARES, INC.
CHARTER NUMBER 132026-0
IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR ARTICLES OF
AMENDMENT. THE APPROPRIATE EVIDENCE IS ATTACHED FOR YOUR FILES, AND THE ORIGINAL
HAS BEEN FILED IN THIS OFFICE.
PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER.
IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.
VERY TRULY YOURS,
[SEAL] M. D. McDaniel
-------------------------------------
Secretary of State
Page 023 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
CERTIFICATE OF AMENDMENT
FOR
FIRST ABILENE BANKSHARES, INC.
CHARTERS NUMBER 132026
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES
THAT ARTICLES OF AMENDMENT, DULY SIGNED AND VERIFIED, HAVE BEEN RECEIVED IN THIS
OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN HIM BY LAW, ISSUES THIS CERTIFICATE AND ATTACHES HERETO A
COPY OF THE ARTICLES OF AMENDMENT.
DATED MAY 5, 1986
[SEAL] M.D. McDaniel
------------------
Secretary of State
Page 024 of 42
<PAGE>
ARTICLES OF AMENDMENT Stamp: [Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. May 05, 1986
Clerk II-G
Corporation Section]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE I. The name of the corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the Corporation on the 22nd day of April, 1986:
Article Four of the Articles of Incorporation is amended to read as follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is Five Million (5,000,000) of the par value of Ten
Dollars ($10.00) each."
ARTICLE III. The number of shares of the Corporation outstanding at the time
of such adoption was 2,000,000; and the number of shares entitled to vote
thereon was 2,000,000.
ARTICLE IV. The number of shares voted for such amendment was 1,644,991; and
the number of shares voted against such amendment was 6,234, and 3,526 shares
abstained.
Dated this 30th day of April, 1986.
FIRST ABILENE BANKSHARES, INC.
By: Kenneth T. Murphy
-----------------
Its: President
Michael R. Brocks
- ----------------------------
Michael R. Brocks, Secretary
Page 025 of 42
<PAGE>
THE STATE OF TEXAS )
)
COUNTY OF TAYLOR )
I, Carol J. Jones, a Notary Public, do hereby certify that on this 30th day of
April, 1986, personally appeared before me KENNETH T. MURPHY, who declared he is
President of the corporation executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing documents in the capacity
therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Carol J. Jones
-----------------------------
Notary Public, State of Texas
Carol J. Jones
-----------------------------
Printed/Typed Name of Notary
My commission expires: 7-31-88
Page 026 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
MAY 12, 1988
TOMMY J. BARROW
P. O. BOX 701
ABILENE, TX 79604
RE: FIRST ABILENE BANKSHARES, INC.
CHARTER NUMBER 00132026-00
IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR ARTICLES OF
AMENDMENT. THE APPROPRIATE EVIDENCE IS ATTACHED FOR YOUR FILES, AND THE ORIGINAL
HAS BEEN FILED IN THIS OFFICE.
PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER.
IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.
VERY TRULY YOURS,
[SEAL] Jack M. Raines
------------------
Secretary of State
Page 027 of 42
<PAGE>
[THE STATE OF TEXAS EMBLEM]
The State of Texas
Secretary of State
CERTIFICATE OF AMENDMENT
FOR
FIRST ABILENE BANKSHARES, INC.
CHARTERS NUMBER 00132026
THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES
THAT ARTICLES OF AMENDMENT, DULY SIGNED AND VERIFIED, HAVE BEEN RECEIVED IN THIS
OFFICE AND ARE FOUND TO CONFORM TO LAW.
ACCORDINGLY THE UNDERSIGNED, AS SUCH SECRETARY OF STATE, AND BY VIRTUE OF THE
AUTHORITY VESTED IN THE SECRETARY BY LAW, ISSUES THIS CERTIFICATE AND ATTACHES
HERETO A COPY OF THE ARTICLES OF AMENDMENT.
DATED MAY 9, 1988
[SEAL] Jack M. Raines
------------------
Secretary of State
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ARTICLES OF AMENDMENT Stamp: [Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. May 9, 1988
Corporations Section]
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE I. The name of the Corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II. The following Amendment to the Articles of Incorporation was
adopted by the Shareholders of the Corporation on the 26th day of April, 1988:
Article Eleven was added to the Articles of Incorporation as follows:
"To the fullest extent not prohibited by applicable laws as presently or
hereafter in effect, no person shall be liable to the Company or its
shareholders for monetary damages for or with respect to any acts or omissions
in his or her capacity as a Director of the Company, except liability for (i) a
breach of a Directors duty of loyalty to the Company or its shareholders, (ii)
an act or omission not in good faith or that involves intentional misconduct or
a knowing violation of the law, (iii) a transaction from which a Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office, (iv) an act or omission for
which the liability of a Director is expressly provided by statute, or (v) an
act related to an unlawful stock repurchase or payment of a dividend.
"Each person, his or her heirs, executors, personal representatives and
estate, shall be indemnified by the Company for all expenses incurred in
connection with any action, suit, proceeding or claim to which he or she shall
be named a party or otherwise be a participant by virtue of being or having been
or agreeing to become (i) a Director, officer, employee or agent of the Company
and/or (ii) a Director, officer, employee or agent of any corporation or
organization at the request of the Company. Such indemnity shall be provided to
the fullest extent not prohibited by applicable laws presently in effect or as
may hereafter be amended. Indemnity shall include but not be limited to the
advancement of expenses and payment of all loss liability and expenses.
Provided, however, that no person shall be indemnified for amounts paid in
settlement unless the terms and conditions of said settlement have been
consented to by the Company. Further, no indemnification of employees or agents
of the Company (other than Directors and officers) will be made without express
authorization of the Company's Board of Directors.
"The Company may, upon the affirmative vote of the majority of its Board of
Directors, purchase insurance for the purpose of securing the indemnification of
its Directors, officers and other employees to the extent that such
indemnification is allowed in this Article. Such insurance
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may, but need not, be for the benefit of all Directors, officers or employees,
and the purchase of any such insurance shall in no way limit the indemnification
provisions of the preceding paragraph. Provided, however, that such insurance
shall not include coverage for a formal order assessing civil money penalties
against a Director or employee of the Company arising out of an administrative
proceeding or action by an appropriate bank regulatory agency.
"No repeal of or amendment to this Article Eleventh shall have any effect with
respect to the liability or alleged liability of any Director occurring prior to
such amendment or to the acts or omissions or rights to indemnity of any person
occurring prior to such repeal or amendment.
"The term "Director" in this Article Eleventh shall include Advisory
Directors, Directors Emeritus and Inside Directors serving in a post-retirement
capacity as such terms are or may hereafter be defined in the Bylaws of the
Company."
ARTICLE III. The number of shares of the corporation outstanding at the time
of such adoption was 2,156,332; and the number of shares entitled to vote
thereon was 2,156,332.
ARTICLE IV. The number of shares voted for such amendment was 1,680,5810; the
number of shares voted against such amendment was 16,491; and 13,116 shares
abstained.
Dated this 6th day of May, 1988.
FIRST ABILENE BANKSHARES, INC.
By: Kenneth T. Murphy
----------------------------
Kenneth T. Murphy, President
Sandy Lester
- -----------------------
Sandy Lester, Secretary
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THE STATE OF TEXAS )
)
COUNTY OF TAYLOR )
I, Carol J. Jones, a Notary Public, do hereby certify that on this 6th day of
May, 1988, personally appeared before me KENNETH T. MURPHY, who declared he is
President of the corporation executing the foregoing document, and being first
duly sworn, acknowledged that he signed the foregoing documents in the capacity
therein set forth and declared that the statement contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
Carol J. Jones
-----------------------------
Notary Public, State of Texas
Carol J. Jones
-----------------------------
Printed/Typed Name of Notary
My commission expires: 7-31-88
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ARTICLES OF AMENDMENT Stamp:(Filed in the
TO THE Office of the Secretary
ARTICLES OF INCORPORATION of State of Texas
OF FIRST ABILENE BANKSHARES, INC. Oct. 28 1993
Corporations Section)
Pursuant to the provisions of Art. 4.04 of the Texas Business Corporation Act,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
ARTICLE I
---------
The name of the Corporation is FIRST ABILENE BANKSHARES, INC.
ARTICLE II
----------
The following Amendment to the Articles of Incorporation was adopted by the
shareholders of the Corporation on the 26th day of October, 1993:
Article I of the Articles of Incorporation is hereby amended to read as
follows:
"ARTICLE I
---------
The name of the Corporation is FIRST FINANCIAL BANKSHARES, INC."
The purpose of the foregoing amendment is to change the name of the
Corporation from FIRST ABILENE BANKSHARES, INC. to FIRST FINANCIAL BANKSHARES,
INC.
ARTICLE III
-----------
The number of shares of the Corporation outstanding at the time of such
adoption was 3,741,802; and the number of shares entitled to vote on the
Amendment was 3,741,802.
ARTICLE IV
----------
The number of shares voted for such amendment was 3,359,565; and the number
of shares voted against such amendment was 41,558; and 340,679 shares abstained.
DATED: October 26, 1993.
FIRST ABILENE BANKSHARES, INC.
By: Curtis R. Harvey
----------------
CURTIS R. HARVEY
Executive Vice President
and Chief Financial Officer
/RW 82:07/
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(THE STATE OF TEXAS EMBLEM)
The State of Texas
Secretary of State
OCT. 28, 1993
DAVID L BUHRMANN, MCMAHON, SUROVIK, ET AL
STE 800, FIRST NAT'L BK BLDG 400 PINE ST
ABILENE, TX 79601
RE: FIRST FINANCIAL BANKSHARES, INC.
CHARTER NUMBER 00132026-00
IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR ARTICLES OF
AMENDMENT. A COPY OF THE INSTRUMENT FIELD IN THIS OFFICE IS ATTACHED FOR YOUR
RECORDS.
THIS LETTER WILL ACKNOWLEDGE PAYMENT OF THE FILING FEE.
IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.
VERY TRULY YOURS,
(SEAL) M. D. McDaniel
--------------
Secretary of State
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EXHIBIT 2
AMENDED AND RESTATED BY-LAWS
ARTICLE I
NAME AND LOCATION
-----------------
Section A
The name of this corporation shall be First Abilene Bankshares, Inc.
Section B
Its principal place of business shall be located in the First National Bank of
Abilene Building of Abilene, Texas.
Section C
Other offices for the transaction of business shall be located at such places
as the Board of Directors may from time to time determine.
ARTICLE II
CAPITAL STOCK
-------------
Section A
The capital stock of the corporation shall be divided into the number of
shares authorized by the corporation's Articles of Incorporation (as amended
from time to time). The par value shall be that which is stated in such Articles
of Incorporation.
Section B
All certificates of stock shall be signed by the Chairman of the Board or the
President and the Secretary, and shall be sealed with the corporate seal. A
facsimile signature may be used for either or both of such required signatures.
Section C
The stock certificates shall be on a form selected by the Board of Directors
of the corporation.
Section D
The corporation shall issue to each shareholder certificates certifying the
number of shares of common capital stock of the corporation owned by the
shareholder.
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Section E
Title to a certificate and to the shares represented thereby can be
transferred only by delivery of the certificate endorsed either in blank or to a
specified person by the person appearing on the certificate to be the owner of
the shares represented thereby or by the owner's duly authorized representative.
Section F
In case of loss or destruction of a certificate of stock, no new certificate
shall be issued in lieu thereof except on satisfactory proof to the Secretary of
such loss or destruction; and upon the giving of satisfactory security, by bond
or otherwise, against loss to the corporation. Any such new certificate shall be
plainly marked "DUPLICATE" on its face.
ARTICLE III
SHAREHOLDERS' MEETING
---------------------
Section A
The annual meeting of the shareholders of the corporation shall be held within
the State of Texas and may be held at the principal office of the corporation in
the City of Abilene, Texas, or anywhere else in the State of Texas on the fourth
Tuesday of April of each year, at such time and place as may be fixed by the
Board of Directors.
At such meeting all Directors and any Directors Emeritus shall be elected, and
such other business shall be transacted as may lawfully come before the meeting.
Section B
Special meetings of the shareholders may be called by (i) a majority of the
Board of Directors, or (ii) by the Chief Executive Officer joined by at least
three members of the Board of Directors, or (iii) by shareholders holding voting
rights of not less than 20% of the stock of the corporation.
Such special meetings shall be called by the filing with the Secretary of a
written request for such meeting, stating the date, time, place and purpose.
Upon the filing of such request, the Secretary shall give immediate written
notice mailed to the address of each shareholder, which notice shall state the
date, time, place and purpose of such meeting. Such notice shall be mailed at
least five days prior to the time fixed for the meeting.
Section C
A shareholder may vote by proxy at all shareholders' meetings, and shall be
entitled to one vote for each share of stock standing in his or her name upon
the records of the corporation.
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All proxies shall be filed with the Secretary before any meeting, before same
shall become effective. Any shareholder, by written notice to the Secretary
before any meeting, may withdraw the previously filed proxy and vote the shares
represented thereon in person.
There shall be no cumulative voting of the shares of stock owned by any
shareholder.
Section D
Shareholders having voting rights of a majority of the issued and outstanding
stock (exclusive of treasury stock) and being present in person or by proxy
shall constitute a quorum at any meeting, and be capable of transacting any
business thereof, except where otherwise specifically provided by the By-Laws.
If, at any meeting of the shareholders, there be less than a quorum present, a
majority in interest of the shareholders shall have the power to adjourn or
recess from time to time, without notice other than by announcement at the
meeting, until a quorum is present.
Section E
The Chairman of the Board, and in his or her absence, the President or any
Director appointed by a majority of the Board of Directors for such purposes,
shall preside at all such meetings.
ARTICLE IV
BOARD OF DIRECTORS
------------------
Section A
The Board of Directors shall consist of not less than three nor more than
thirty members, who shall be elected annually by a majority vote of the
shareholders.
Persons eligible for election to the Board of Directors shall be shareholders
of the corporation who, at the date of the annual meeting of shareholders at
which the Board of Directors is elected, (i) have not attained the age of
seventy-two (72) years, or (ii) have not attained the age of seventy-five (75)
years and own one percent (1%) or more of the outstanding shares of the stock of
the corporation.
Such Directors shall hold office until the next annual meeting of the
shareholders, or until their successors are elected and qualified.
Section B
The business and property of the corporation shall be managed by the Board of
Directors. The corporate power of this corporation shall be vested with the
Board of Directors who shall employ such officers, agents and employees as they
may deem advisable, and shall fix the rate of compensation of all officers,
agents and employees.
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Section C
The annual meeting of the Board of Directors shall be held anywhere in the
State of Texas which may be designated by the Chairman of the Board of Directors
and shall always be held within ten (10) days after the adjournment of each
annual shareholders' meeting. No notice of such annual meeting of the Board of
Directors shall be necessary.
Section D
Special meetings of the Board of Directors shall be held whenever called by
the Secretary, upon the direction of the Chairman of the Board of Directors; or
upon the written request of any three Directors. Notice of special meetings
shall be mailed to each Director by the Secretary. Such notices of special
meetings shall state the date, time, place and purpose therefor.
Section E
Regular meetings of the Board of Directors shall be held quarterly at such
date, time and place as is designated by the Chairman of the Board of Directors
or, failing such designation, by any three Directors. Notice of regular meetings
shall be mailed to each director by the Chairman of the Board of Directors or
the Secretary, which notice shall state the date, time and place of such
meeting. The presence of any Director at any annual, special or regular meeting
of the Board of Directors shall constitute a waiver of notice thereof.
Section F
A majority of the Directors convened according to these By-Laws shall
constitute a quorum for the transaction of business at any regular or special
meeting of the Directors.
Section G
The Directors shall elect the officers of the corporation, and fix their
compensation; such election to be held at the Directors' meeting following each
annual shareholders' meeting.
Any officer may be removed by a majority vote of the full Board of Directors
at any time.
Section H
Any Director may be removed, with or without cause, at any time at any regular
or special meeting of the shareholders called for such purpose, by the
affirmative vote of the shareholders of a majority of shares outstanding.
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Section I
In case of any vacancy in the Board of Directors, the remaining Directors, by
a majority vote, may elect a successor to fill such vacancy until the next
annual or special meeting of the shareholders, and until the successor is
elected and qualified.
Section J
The Directors may, by resolution, appoint members of the Board as an executive
committee to conduct the affairs of the corporation authorized in such
resolution during the interim between meetings of the Board.
Section K
A Director may resign at any time by tendering his or her written resignation
to the Secretary.
Section L
The Chairman of the Board, and in his or her absence, the President or any
director appointed by a majority of the Board of Directors for such purpose,
shall preside at all meetings of the Board of Directors. The Board of Directors
shall annually appoint an officer of the corporation to act as secretary of the
Board of Directors.
Section M
Directors Emeritus:
a) There shall an honorary position to the Board of Directors of the
Corporation, unrestricted as to number and limited to persons who have
served as members of the Board of Directors and who, at the date of the
annual meeting of shareholders at which the Board of Directors is elected,
(i) have attained at least the age of sixty-five (65) years, and (ii) have
not attained the age of seventy-five (75) years.
b) Such Directors Emeritus shall hold office until the next annual meeting of
shareholders, or until their successors are elected and qualified.
c) Directors Emeritus shall have the following privileges:
i. The right to attend all Board meetings;
ii. The right to address the Board on all matters presented to and under
consideration by the Board; and
iii. The right to be remunerated for attendance at Board meetings.
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d) Directors Emeritus shall not:
i. Serve on any of the standing committees of the corporation; nor
ii. Be entitled to vote at any Board meeting.
ARTICLE V
OFFICERS
Section A
The Officers of the Corporation shall be a Chairman of the Board, a President,
Director, and (x) shall, in general, perform all of the duties which are
incident to the office of Secretary and Treasurer of the corporation, subject to
the Board of Directors.
The Assistant Secretaries shall discharge the duties of the Secretary and/or
Secretary-Treasurer in the event of the Secretary's and/or Secretary-Treasurer's
absence or disability for any cause whatsoever. They shall perform such
additional duties as may be prescribed from time to time by the Board of
Directors, or as may be prescribed from time to time by the By-Laws.
Section B
In case of the absence or inability to act of any officer of the corporation,
the Board of Directors may delegate, for the time being, the duties of such
officer to any officer or Director.
Section C
Whenever any vacancy shall occur in any office of the corporation such vacancy
shall be filled by the Directors, by the election of a new officer who shall
hold office until the next annual meeting and until his or her successor is duly
elected and qualified.
ARTICLE VI
AMENDMENTS
These By-Laws may be amended at any meeting of the directors, regular or
special, by a vote of the majority of the directors.
ATTEST:
Sandy Lester Kenneth T. Murphy
- ---------------------------------- -----------------------------------
Secretary Chairman
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AMENDMENT TO BYLAWS
Upon motion being duly made, seconded and unanimously carried, the following
Amendments to the Amended and Restated By-Laws of FIRST ABILENE BANKSHARES,
INC., were approved and adopted at the regular meeting of the Board of
Directors, at which a quorum was present, held on January 28, 1992:
I.
Section M of Article IV of the Amended and Restated Bylaws, entitled
"Directors Emeritus," is hereby repealed and deleted.
II.
Section A of Article III ("Shareholders' Meetings") is hereby repealed and
deleted and a new Section A of Article III shall be substituted therefor, which
shall read as follows:
"Section A
"The annual meeting of the shareholders of the corporation shall be held
within the State of Texas and may be held at the principal office of the
corporation in the City of Abilene, Texas, or anywhere else in the State of
Texas, during the month of April in each year, on such date and at such time
and place as may be fixed by the Board of Directors.
"At such meeting all Directors shall be elected, and such other business
shall be transacted, as may lawfully come before the meeting."
SIGNED AND CERTIFIED this 14th day of February, 1992.
Kenneth T. Murphy
-------------------------------------
Kenneth T. Murphy,
Chairman of the Board and
Chief Executive Officer
ATTEST:
Sandy Lester
- ------------------------------------
Sandy Lester, Secretary
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2 5 1 1 4 EXHIBIT 3 Page 041 of 42
FIRST FINANCIAL BANKSHARES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS
- -------------- ---------------
/ NUMBER / / SHARES /
/ / / /
- -------------- ---------------
CUSIP 32020R 10 9
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF TEN
DOLLARS ($10.00) PER SHARES OF
FIRST FINANCIAL BANKSHARES, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be subject to all of the provisions of the Articles of Incorporation, as
from time to time amended, and the By-Laws of the Corporation, as from time to
time amended, copies of which are on the file at the principal office of the
Corporation, to all of which the owner, by acceptance hereof, assents. This
Certificate is not valid unless countersigned by the Transfer Agent.
IN WITNESS WHEREOF, The Corporation has caused the facsimile signatures of its
duly authorized officers and its facsimile seal to be affixed hereto.
Dated COUNTERSIGNED
FIRST NATIONAL BANK 0F ABILENE
TRANSFER AGENT
/SEAL/ By
Kenneth T. Murphy Sandy Lester
Chairman Secretary AUTHORIZED SIGNATURE
<PAGE>
NO HOLDER OF SHARES OF THE COMMON STOCK OF THE CORPORATION HAS ANY PREEMPTIVE
OR PREFERENTIAL RIGHT OF SUBSCRIPTION OR RIGHT TO SUBSCRIBE FOR, PURCHASE OR
RECEIVE ANY PART OF ANY NEW OR OTHER ISSUE OF STOCK OR OTHER SECURITIES OF ANY
CLASS, WHETHER NOW OR HEREAFTER AUTHORIZED, NOR SHALL SUCH HOLDER HAVE THE RIGHT
TO CUMULATE VOTES IN THE ELECTION OF DIRECTORS.
The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____ Custodian ______
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers the
shares of the common stock represented by the within certificate as follows:
PLEASE INSERT SOCIAL SECURITY NUMBER
OR OTHER IDENTIFICATION NUMBER
____________________________________
/
____________________________________/_________________________(_______________)
NUMBER OF SHARES TRANSFERRED
unto
- -------------------------------------------------------------------------------
Full name and address (including zip code) of assignee should be typewritten
or printed legibly.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
and hereby irrevocably constitutes and appoints
attorney
- -------------------------------------------------------------------------------
to transfer the said stock on the books of the within-named corporation with
full power of substitution in the premises.
DATE: ___________________________
SIGN HERE
--------------------------------------------------
signature must correspond with name on face of
certificate without any change or alteration
whatever
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