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The undersigned, acting as incorporators under the Code of Alabama, 1975 as amended, adopt the following Articles of Incorporation:

The objects and nature of the business and the purposes and powers of the Corporation are to act as a bank holding company and to engage in any lawful activity and to exercise all powers permitted to it by the Alabama Business Corporation Law.

4.1 The total number of shares of all classes of capital stock (“Shares”) which the Corporation shall have the authority to issue is 5,000,000, consisting of 5,000,000 shares of $1.00 par value common stock (“Common Stock”).

4.2 Dividends upon Common Stock shall be payable only when, as and if declared by the Board of Directors from funds lawfully available therefor, which funds shall include, without limitation, the Corporation’s capital surplus. Dividends upon shares of any class or series of Corporation Common Stock may be paid in cash, property, or shares of any class or series of Common Stock of the Corporation, as may be determined by resolution or resolutions of the Board of Directors.

4.3 Written restrictions on the global transfer or registration of transfer of the Corporation’s capital stock, securities or evidences of indebtedness or any interest therein may be imposed by the

Corporation, entered into as part of an agreement, adopted as By-Laws, or recognized by the Corporation as the Corporation’s Board of Directors may determine by resolution or resolutions. Any such transfer restrictions shall be noted conspicuously on the security or evidence of indebtedness.

A holder of the Corporation’s Common Stock shall not have the preemptive right to purchase its proportion of the issuance of any class of shares, including treasury shares, according to the proportion of its holdings of such class.

6.1 Except as otherwise required by applicable law, no contract or other transaction between the Corporation and one or more of its directors or any other person, corporation, firm, association or entity in which one or more of its directors or officers are financially interested, shall be void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, if the contract or transaction is fair and reasonable to the Corporation, and if:

(a) The fact of such relationship or interest is disclosed to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose, without counting the votes or consents of such interested directors or consents of such interested directors and without considering such interested directors as present for purposes of constituting a quorum; or

(b) The fact of such relationship or interest is disclosed to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.

6.2 The Corporation may from time to time enter into any agreement to which all, or less than all, holders of record of the issued and outstanding shares of the Corporation’s capital stock, other securities or evidences of indebtedness are parties, restricting the transfer or registration of transfer of any or all shares of the Corporation’s capital stock, upon such reasonable terms and conditions as may be approved by resolution or resolutions adopted by the Corporation’s Board of Directors.

6.3 Except as required by applicable law, including the state and federal banking laws, a director shall not be held personally liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action as a director.

6.4 The Corporation may not sell or transfer all or substantially all of its assets except upon the affirmative vote of the holders of not less than 75% of all shares entitled to be cast.

6.5 A director shall not be held personally liable to the Corporation or its shareholders for monetary damages for any action taken, or any failure to take any action as a director, except this provision shall not eliminate the liability of a director for (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders; (iii) a violation of Section 10A-2-8.33 of the Alabama Business Corporation Law; (iv) an intentional violation of criminal law; (v) a breach of a director’s duty of loyalty to the Corporation or its shareholders; or (vi) a violation of 12 C.F.R. Part 359 or any payment or benefit relating to the imposition of penalties under the Alabama Banking Code. It is the intention that the directors of the Corporation be protected from personal liability to the fullest extent permitted by the Alabama Business Corporation Law as it now or hereafter exists. If at any time in the future the Alabama Business Corporation Law is modified to permit further or additional limitations on the extent to which directors may be held personally liable to the Corporation, the protection afforded by this Section 6.05 shall be expanded to afford the maximum protection permitted under such law. Any repeal or modification of this Section 6.05 by the shareholders of the Corporation shall be prospective only, and shall not diminish the rights, or expand the personal liability of a director of the Corporation with respect to any act or omission occurring prior to the time of such repeal or modification.

The address of the Corporation’s initial registered office shall be 2611 Legends Drive, Prattville, AL 36066, and its initial registered agent at such address shall be James M. Stubbs.

The principal office of the Corporation shall be located initially at 2611 Legends Drive, Prattville, Alabama 36066, but may be moved from time to time by majority vote of the board of directors.

The Corporation’s initial Board of Directors shall consist of fourteen persons, who shall serve until the first annual meeting of the shareholders and until their successors are elected and qualified. The names and addresses of the members of the initial Board of Directors are as follows:

Name		Address

Lynn M. Carter		PO Box 1057
		Wetumpka, Al 36092

James D. Golson		1633 County Road 10
		Prattville, AL 36067

Charles E. Herron, Jr.		271 Mac Taylor Road
		Tallassee, AL 36078

Roy Shepherd Morris		4740 Cross Keys Road
		Shorter, AL 36075

Larry Dean Puckett		507 Fiveash Oaks
		Prattville, AL 36066

Jimmy Larry Ridling		306 Hunter Trail
		Pike Road, AL 36064

Dorothy Hardage Sanford		973 McQueen Smith Road
		Prattville, AL 36066

David Benjamin Smith		1250 Cotton Gin Cut
		Prattville, AL 36067

Bolling P. Starke, III		3313 Boxwood Drive
		Montgomery, AL 36111

James Milton Stubbs		PO Box 527
		Wetumpka, AL 36092

Vernon Bell Taylor		522 Wetumpka Street
		Prattville, AL 36067

David Reynolds Thrasher		3518 Oak Grove Circle
		Montgomery, AL 36111

Jerry C. Kyser, Jr.		7272 Brisbane Place
		Montgomery, AL 36117

Adolph Weil, III		3200 Colline Close
		Montgomery, AL 36106

Name		Address

Lynn M. Carter		PO Box 1057
		Wetumpka, Al 36092

James D. Golson		1633 County Road 10
		Prattville, AL 36067

Charles E. Herron, Jr.		271 Mac Taylor Road
		Tallassee, AL 36078

Roy Shepherd Morris		4740 Cross Keys Road
		Shorter, AL 36075

Larry Dean Puckett		507 Fiveash Oaks
		Prattville, AL 36066

Jimmy Larry Ridling		306 Hunter Trail
		Pike Road, AL 36064

Dorothy Hardage Sanford		973 McQueen Smith Road
		Prattville, AL 36066

David Benjamin Smith		1250 Cotton Gin Cut
		Prattville, AL 36067

Bolling P. Starke, III		3313 Boxwood Drive
		Montgomery, AL 36111

James Milton Stubbs		PO Box 527
		Wetumpka, AL 36092

Vernon Bell Taylor		522 Wetumpka Street
		Prattville, AL 36067

David Reynolds Thrasher		3518 Oak Grove Circle
		Montgomery, AL 36111

Jerry C. Kyser, Jr.		7272 Brisbane Place
		Montgomery, AL 36117

Adolph Weil, III		3200 Colline Close
		Montgomery, AL 36106

INCORPORATORS

Lynn M. Carter

James D. Golson

Charles E. Herron, Jr.

Roy Shepherd Morris

Larry Dean Puckett

Jimmy Larry Ridling

Dorothy Hardage Sanford

David Benjamin Smith

Bolling P. Starke, III

James Milton Stubbs

Vernon Bell Taylor

David Reynolds Thrasher

Jerry C. Kyser, Jr.

Adolph Weil, III

(1) The name of the corporation is RIVER FINANCIAL CORPORATION (the “Corporation”), an Alabama corporation.

(2) The following amendment to the Articles of Incorporation was adopted by the shareholders of the Corporation in the manner prescribed in the Alabama Business Corporation Law. The amendment provides that Section 4.1 is deleted in its entirety, and the following new Section 4.1 is substituted in lieu thereof:

4.1 The total number of shares of all classes of common stock (“Shares”) which the Corporation shall have authority to issue is 10,000,000, consisting of 10,000,000 shares of $1.00 par value common stock (“Common Stock”).

(3) The foregoing amendment was adopted by the shareholders of the Corporation on December 1, 2015.

(4) At the time of the adoption of the foregoing amendment, the number of shares outstanding was 2,985,640 and the number of shares of common stock entitled to vote thereon was 2,985,640. All outstanding shares were common stock, par value $1.00 per share. In excess of a majority of the shares of common stock were represented at the meeting and a quorum was present.

(5) The number of shares voted for and against such amendment, respectively, was:

The number of shares voting FOR the amendment was sufficient for approval of the amendment and all other requirements of the Alabama Business Corporation Law have been satisfied.

FOR		AGAINST		ABSTAIN
2,241,353		18,204		15,000

RIVER FINANCIAL CORPORATION

By:		/s/ James M. Stubbs
		Name: James M. Stubbs
		Its: President and Chief Executive Officer