CHAPTER 351

FORMERLY

HOUSE BILL NO. 937

AN ACT RELATING TO THE CHARTER OF THE FARMERS BANK OF THE STATE OF DELAWARE

Be it enacted by the General Assembly of the State of Delaware (two-thirds of all members elected to each branch thereof concurring therein):

Section 1. The General Assembly of the State of Delaware exercises its reserve power to amend and hereby amends the Charter of the Farmers Bank of the State of Delaware by reason of its original franchise by special act of incorporation and in so doing concurs with the following resolutions of the Board of Directors of the Farmers Bank of the State of Delaware, which resolutions will be presented to the shareholders of the Farmers Bank of the State of Delaware to wit:

"RESOLVED, that the Certificate of Incorporation of Farmers Bank of the State of Delaware be amended by changing Section 2 thereof so that, as amended, such section shall be and read as follows:

`FIRST The amount of the total authorized capital stock of the corporation shall be Twenty-Five Million Two Hundred Fifty Thousand Dollars ($25,250,000) divided into One Million Fifty Thousand (1,050,000) shares of common stock of the par value of Five Dollars ($5.00) each and Two Million(2,000,000) shares of preferred stock having a par value of Ten Dollars ($10.00) each.

SECOND Each stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of each class of the capital stock held by such stockholder but no stock shall be voted which shall have been transferred on the books of the corporation within 20days next preceding the stockholders' meeting.

THIRD In addition to the voting rights granted to the preferred stock authorized hereby, the Board of Directors is hereby expressly vested with the authority to state and express by resolution providing for the issuance of such stock in one or more series and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations, or restrictions thereof, including, without limitation, dividend, conversion, redemption and liquidation rights.

FOURTH No stockholder shall have any preemptive rights to subscribe to any additional issue of preferred stock. Preexisting preemptive rights are otherwise expressly retained, but shall not attach to shares of capitol issued pursuant to employee stock option arrangements.

FURTHER RESOLVED, that Section 9 of the Certificate of Incorporation be amended by deleting Paragraph FIRST as it appears therein and by renumbering the Paragraphs designated SECOND and THIRD, FIRST and SECOND respectively.

FURTHER RESOLVED that Section 11 of the Certificate of Incorporation of Farmers Bank of the State of Delaware be amended by deleting the word "stock" wherever it appears and substituting in lieu thereof the phrase "common stock".

FURTHER RESOLVED that Section 11 of the Certificate of Incorporation of Farmers Bank of the State of Delaware is amended by adding a new sentence thereto to read as follows:

"Commencing on February 15, 1977 the voting of the State common stock shall thereafter be by those persons prescribed by law to vote the shares of common and preferred stock owned by the State of Delaware."

FURTHER RESOLVED that Section 5 of the Certificate of Incorporation of Farmers Bank of the State of Delaware be amended by inserting in Section 5 a new paragraph to be inserted after the second paragraph ending in "may determine the issue by lot." and before the paragraph beginning "The remaining eighteen Directors..." to read as follows:

"Commencing on February 15, 1977 the terms of all Directors chosen by the General Assembly shall cease forever and thereafter no Directors shall be chosen by the General Assembly."

Approved April 6, 1976