POWER TO CONTRACT AND TO ACQUIRE REAL AND

PERSONAL ESTATE.

To contract and be contracted with, to purchase, hold, and grant such real and personal estate as the purposes of the corporation shall require, and all other real estate which shall have been bona fide conveyed or mortgaged to the said corporation, or for its benefit, by way of security or in satisfaction of debts, or purchased at sales upon judgment or decree obtained for such debts, and to mortgage or pledge or convey by way of deed of trust, or otherwise encumber any such real or personal estate as is mentioned in this section, together with the franchises of such corporation in whole or in part. The power to hold real and personal estate shall include the power to take the same by gift, devise, or bequest.

POWER TO APPOINT ADDITIONAL OFFICERS.

The board of directors may appoint not only other officers of the company, but also one or more vice-presidents, one or more assistant treasurers, and one or more assistant secretaries; and to the extent provided in the by-laws the persons so appointed respectively shall have and may exercise all the powers of the president, of the treasurer, and of the secretary respectively.

TO LEND MONEY AND TO BECOME SECURITY FOR PERSONS OR CORPORATIONS.

To lend money, or to extend credit, or to become security for individuals, firms, and corporations with whom the company may have business dealings in the line of carrying out the purposes for which the corporation was organized, whenever and in such amounts as to the board of directors of this company may deem advisable in the premises.

TO GUARANTEE DIVIDENDS.

To guarantee the payment of dividends on the capital stock, or of interest on the notes or bonds of any other corporation engaged in cognate or allied lines of business, whenever in the judgment of a majority of the board of directors of this corporation such a guaranty shall seem proper or necessary for the business of the corporation.

PARTNERSHIP CLAUSE.

To enter into partnership with one or more persons or corporations for the purpose of carrying on in conjunction with them lines of business of the character hereinbefore specified.

GENERAL CLAUSE PRESCRIBING POWERS OF BOARD OF

DIRECTORS.

1. To hold their meetings, to have one or more offices, and to keep the books of the company within or without the State of at such places as may be from time to time designated by them; but the company shall always keep at its principal and registered office in a transfer book in which the transfers of stock can be made, entered, and registered, and also a stock book containing the names and addresses of the stock holders and the number of shares held by them respectively, which said transfer book and stock book shall be at all times during business hours open to the inspection of stockholders in person.

2. To determine from time to time whether, and if allowed, when, and under what conditions and regulations, the accounts and books of the company (other than the stock and transfer books), or any of them, shall be open to the inspection of the stockholders, and the stockholders' rights in this respect are and shall be restricted and limited accordingly.

3. To make, alter, amend, and rescind the by-laws of this company, to fix the amount to be reserved as working capital, to authorize and cause to be executed

mortgages and liens upon the real and personal property of the corporation, provided always, that a majority of the whole board concur therein.

4. With the consent in writing, and pursuant also to the affirmative vote of the holders of a majority of the stock issued and outstanding, at a stockholders' meeting duly called for that purpose, to sell, assign, transfer, or otherwise dispose of the property of the company as an entirety, provided always that a majority of the whole board concur therein.

5. By a resolution passed by a majority vote of the whole board under suitable provision of the by-laws to designate two or more of their number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the by-laws, have and exercise all the powers of the board of directors which may be lawfully delegated in the management of the business and affairs of the company, and shall have power to authorize the seal of the company to be affixed to all papers which may require it.

The company may use and apply its surplus earnings or accumulated profits authorized by law to be reserved to the purchase or acquisition of property, and to the purchase or acquisition of its own capital stock from time to time, to such extent and in such manner and upon such terms as its board of directors shall determine; and neither the property nor the capital stock so purchased and acquired, nor any of its capital stock taken in payment or satisfaction of any debt due to the corporation, shall be regarded as profits for the purpose of declaration or payment of dividends, unless otherwise determined by a majority of the board of directors or a majority of the stockholders.

To divide corporate assets in specie among the stockholders without dissolution.

The corporation may, with the unanimous consent of all its stockholders, first obtained at a meeting duly convened for that purpose, distribute any or all of the corporate property among such stockholders in proportion to their prospective holdings.

POWER TO MAKE CONTRACTS.

To make and enter into contracts pertaining to the business of the company in all parts of the United States and in foreign countries; also to apply for, obtain, accept, and utilize franchises and concessions from governments, States, and munici palities, in connection with the carrying out of the general purposes for which the company is organized.

PROVISION MAKING STOCK NON-ASSESSABLE.

The capital stock of the corporation, after the same shall have been fully paid in, in accordance with the statutes of this State in such case made and provided, either in cash, or in property or services, shall be and hereby is made forever exempt from all liability for the corporate debts and obligations of the company, and there shall thereafter be no individual liability thereon as to the holders thereof.

COMMON LAW POWERS.

1. To have succession by its corporate name, for the time stated in the certificate of incorporation, and when no period is limited, it shall be perpetual.

2. To sue and be sued, complain and defend, in any court of law or equity. 3. To make and use a common seal and alter the same at pleasure.

4. To hold, purchase, and convey real and personal estate, and to mortgage any such real and personal estate with its franchises; the power to hold real and personal estate, except in the case of religious corporations, shall include the power to take the same by devise or bequest.

5. To appoint such officers and agents as the business of the corporation shall require, and to allow them suitable compensation.

6. To make by-laws not inconsistent with the Constitution or the laws of the United States or of this State, fixing and altering the number of its directors for the management of its property, the regulation and government of its affairs, and

for the qualification and transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars.

7. To wind up and dissolve itself, or to be wound up and dissolved in the manner prescribed by law.

8. In addition to the powers above enumerated, this corporation, its officers, directors, and stockholders shall possess and exercise all the powers and privileges expressly conferred by law upon all corporations of its general character, and the powers expressly given in its charter or in its certificate under which it was incorporated, so far as the same are necessary or convenient to the attainment of the objects set forth in such charter or certificate of incorporation; and shall be governed by the provisions and be subject to the restrictions and liabilities established by law for the government of business corporations in this State.

PREFERRED STOCK CLAUSES.

(I.) PREFERRED STOCK CLAUSES (Short Form).

The capital stock of the company shall consist of shares of common stock of the par value of $ per share, and shares of preferred stock of the par value of $ per share. The rights of holders of preferred stock shall be set forth, and determined by the by-laws to be adopted by the corporation at its organization meeting. Such parts of said by-laws as relate to the rights of preferred stockholders shall not thereafter be altered, amended, or rescinded without the consent of all of said preferred stockholders.

(II.) PREFERRED STOCK CLAUSE (Short Form).

The holders of preferred stock shall be entitled to non-cumulative dividends thereon at the rate of, but not to exceed, per cent for each and every fiscal year of the company, payable out of any and all surplus or net profits of the company annually, semiannually, or quarterly, as and when declared by the board of directors. In the event of dissolution or liquidation of the corporation, the holders of the preferred stock shall be entitled to receive the par value of their preferred shares out of the assets of the corporation before anything shall be paid thereon to the holders of the common stock. The holders of the preferred stock shall be entitled to voting powers in the corporation, in all respects the same as appertain to the holders of the common stock.

(III.) PREFERRED STOCK CLAUSES.

The holders of preferred stock shall be entitled to cumulative (or non-cumulative) dividends thereon at the rate of, but not to exceed, per cent for each and every fiscal year of the company payable out of any and all surplus or net prof its annually (semi-annually or quarterly), and when declared by the board of directors. In the event of dissolution or liquidation of the corporation the holders of the preferred stock shall be entitled to receive the par value of their preferred shares out of the assets of the corporation before anything shall be paid thereon to the holders of the common stock. The holders of preferred stock shall (not) be entitled to (any) all voting powers in the corporation. The preferred stock shall be subject to redemption at the option of the corporation at any time after the day of 190, at the price of $ for each share, and the amount

of dividends cumulated and unpaid thereon at the date of redemption.

The holders of preferred stock shall have the right at any time to convert the same into common stock of the corporation by presenting the same to the treasurer of the corporation for cancellation, and shall then be entitled to receive forthwith an amount of common stock equal to the par value of the preferred stock so tendered for purposes of conversion into common stock.

(IV.) PREFERRED STOCK CLAUSE (Long Form).

From time to time the preferred stock and the common stock may be increased according to law, and may be issued in such amounts and proportions as shall be determined by the Board of Directors, and as may be permitted by law.

The holders of the preferred stock shall be entitled to receive when and as declared, from the surplus or net profits of the corporation, yearly dividends at the rate of per centum per annum, and no more, payable quarterly on dates to be fixed by the By-Laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividends on the common stock shall be paid or set apart; so that, if in any year dividends amounting to centum shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock.

per

Whenever all cumulative dividends upon the preferred stock for all previous years shall have been declared and shall have become payable, and the accrued quarterly instalments for the current year shall have been declared, and the Company shall have paid such cumulative dividends for previous years and such accrued quarterly instalments, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the Board of Directors may declare dividends on the common stock, payable then or thereafter, out of any remaining surplus or net profits.

In the event of any liquidation, or dissolution, or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full, both the par amount of their shares and the unpaid dividends accrued thereon, before any amount shall be paid to the holders of the common stock: and after the payment to the holders of the preferred stock of its par value, and the unpaid accrued dividends thereon, the remaining assets and funds shall be divided and paid to the holders of the common stock pro rata according to their respective shares.

(V.) PREFERRED STOCK CLAUSES.

SPECIAL CLAUSE FOR CUMULATIVE DIVIDENDS.

The holders of the preferred stock shall be entitled to receive, when and as declared from the surplus profits of the company, yearly dividends at the rate of six per cent per annum, and no more, payable semiannually on dates to be fixed by the by-laws. The dividends on the preferred stock shall be cumulative, and shall be payable before any dividend on the common stock shall be paid or set apart, so that if in any year dividends amounting to six per cent shall not have been paid thereon, the deficiency shall be payable before any dividends shall be paid upon or set apart for the common stock.

Whenever all cumulative dividends on the preferred stock for all previous years shall have been declared and shall have become payable, and the accrued semiannual instalment for the current year shall have been declared, and the company shall have paid such cumulative dividends for previous years and such accrued semiannual instalment, or shall have set aside from its surplus or net profits a sum sufficient for the payment thereof, the board of directors may declare dividends on the common stock payable then or thereafter out of any remaining surplus or net prof its, provided, however, that the dividends upon the common stock shall be so limited that the same shall never in any one year exceed the rate of ten per cent, so long as there shall remain outstanding and unredeemed any of the four and a half per cent mortgage and collateral trust gold bonds of the company.

In distribution of assets other than profits, there shall be paid, as far as the same will go, first, upon the preferred stock to the amount of the par value thereof and its six per cent cumulative dividends that are unpaid, if any, less the amount, if any, paid thereon, in any previous distribution of such assets; next, upon the common stock, to the amount of the par value thereof, less the amount, if any paid thereon in any previous distribution of such assets, and then upon the two classes of stock equally per share.

FORMS FOR DRAWING CHARTERS IN ALL THE STATES AND TERRITORIES.

ALABAMA.

CERTIFICATE OF INCORPORATION

OF THE

COMPANY.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, associate ourselves together for the purpose of forming a corporation under the laws of the State of Alabama, and do declare

I. That the name of the corporation shall be

corporation).

II. The objects for which the corporation is formed are:

divided into

Company (or

III. The location of the principal office of the corporation within the State is IV. The amount of the capital stock shall be dollars ($ ), to be shares of the par value of ($ each. (If preferred stock is desired this clause should read as follows: The amount of the capital stock shall be dollars ($ ), of which par value of

the par value of

dollars each shall be common stock and

shares of the shares of

dollars ($ ) each shall be preferred stock. The preferred stock is entitled to preference and priority over the common stock in manner following, to wit :)

be

The amount of capital stock with which the company will begin business will

V. That

dollars ($

).

residing in the City of , County of State of Alabama, is hereby designated by the undersigned as comCompany to receive subscriptions to the capital

missioner for said stock thereof.

VI. The names and post-office addresses of the incorporators and the number of shares subscribed for by each are as follows:

Names.

No. of Shares.

Addresses.

VII. The names and post-office addresses of the directors and officers chosen for the first year are as follows:

VIII. The duration of the company shall be perpetual.