**Exhibit 3.4**

** **

**THIRD AMENDMENT**

**TO THE**

# **ARTICLES OF INCORPORATION**

# **OF**

**FIRST CENTURY BANCORP**

 

**I.**

 

The name of thecorporation is FIRST CENTURY BANCORP (the “Corporation”).

 

**II.**

 

Article III of the Articles of Incorporation ofthe Corporation is hereby amended to add, following the existing text of Article III,the designation of the rights, privileges, preferences, and limitations of the Series BPreferred Stock set forth in **Attachment I**to these Articles of Amendment.

 

**III.**

 

The designation, rights, preferences, and limitationspertaining to the Series B Preferred Stock set forth in Attachment Ihereto were duly adopted by the Board of Directors of the Corporation byresolution on December 20, 2007.  Asof the date of this Amendment, the Corporation’s common stock is the only classof equity securities outstanding and there are no shares of the Corporation’s Series APreferred Stock outstanding.  The holdersof the Corporation’s common stock do not have the right to vote on thisAmendment pursuant to authority conferred upon the Board of Directors by theArticles of Incorporation of the Corporation, which authorize the issuance ofup to 10,000,000 shares of preferred stock, and by Section 14-2-602 of theGeorgia Business Corporation Code.

 

 

**INWITNESS WHEREOF**, the Corporation has caused these Articles ofAmendment to be executed by its duly authorized officer as of the 20th day ofDecember, 2007.

 

 
|   | First Century Bancorp                     |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | /s/ Sondra J. Perkins                     |
|   | By: Sondra J. Perkins                     |
|   | Title: Chief Operating Officer/Controller |

 

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**ATTACHMENT I**

 

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** FIRST CENTURY BANCORP**

SERIES B****PREFERREDSTOCK

Relative Rights,Preferences, and Other Terms

 

1.                                      Designationand Initial Number. The class of shares of preferred stock herebyauthorized shall be designated the “Series B****Preferred Stock.” The initial number of authorized shares ofthe Series B****Preferred Stockshall be 100,000 shares, with no par value.

 

2.                                      Rank.  The Series B****Preferred Stock, with respect to dividend rights and rightsof liquidation, dissolution or winding up of the corporation, ranks****seniorto the corporation’s common stock, no par value per share (the “Common Stock”),  the corporation’s Series A preferredstock, no par value per share (the “Series A Preferred Stock”), and all ofthe other classes and series of equity securities of the corporation, otherthan any classes or series of equity securities of the corporation subsequentlyissued ranking on a parity (as defined in Section 12.b.) with, or seniorto (as defined in Section 12.d.), the Series B****Preferred Stock, as to dividend rights andrights upon liquidation, dissolution or winding up of the corporation. The Series B****Preferred Stock is junior to indebtednessissued from time to time by the corporation, including notes and debentures.

 

3.                                      VotingRights. The Series B****PreferredStock shall be non-voting except to the extent required by law.

 

4.                                      DividendRights.

 

a.                                       Fromand after the date of the issuance of any shares of Series B PreferredStock, dividends shall accrue on such shares of Series B Preferred Stock(subject to appropriate adjustment in the event of any stock dividend, stocksplit, combination or other similar recapitalization affecting such shares)(the “Accruing Dividends”).  The rate perannum at which the dividends shall accrue shall initially be equal to the PrimeRate (as defined in Section 12.e.) in effect on the date of issuance, andshall be adjusted semi-annually on the first day of January and the firstday of July each year to be equal to the Prime Rate in effect on suchdate.  The holders of shares of Series B****Preferred Stock shall be entitled to apreference in the distribution of Accruing Dividends, when and as declared bythe Board of Directors, and shall receive Accruing Dividends out of any assetsof the corporation legally available therefor, after payment has been made tothe holders of the senior stock and subject to the rights of the holders of theparity stock, but before any payment of any dividends shall be made to theholders of the junior stock (as defined in Section 12.c.).  Accruing Dividends shall accrue from day today, whether or not earned or declared, and shall be cumulative.  Except as set forth in the following Section 4.b.,the corporation shall be under no obligation to pay such Accruing Dividends.

 

b.                                    AccruingDividends shall be payable quarterly on the last day of each quarter in arrears(each, a “Dividend Payment Date”), commencing upon the corporation’sachievement of sustained profitability. For the purposes of this agreement, sustained profitability shall meanthat the corporation shall have earned positive net 

 

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income from operations for three consecutivequarters.  If a Dividend Payment Date isnot a Business Day (as defined below), then the Accruing Dividend thatotherwise would have been payable on such Dividend Payment Date may be paid onthe next succeeding Business Day with the same force and effect as if paid onthe Dividend Payment Date, and no interest or additional dividends or othersums shall accrue or be payable on the amount so payable from the DividendPayment Date to such next succeeding Business Day.  A****“Business Day” means any day, otherthan a Saturday or a Sunday, that is neither a legal holiday nor a day on whichbanking institutions in Gainesville, Georgia are authorized or required by law,regulation or executive order to close.

 

c.                                       Thecorporation shall not declare, pay or set aside any dividends on any shares ofjunior stock of the corporation (other than dividends on shares of Common Stockpayable in shares of Common Stock) nor shall any shares of junior stock beredeemed, purchased or otherwise acquired for any consideration (nor shall anyfunds be paid to or made available for a sinking fund for the redemption orretirement, purchase or reduction of any such shares) by the corporation unlessthe holders of the Series B Preferred Stock then outstanding shall firstreceive, or simultaneously receive, a dividend on each outstanding share of Series BPreferred Stock in an amount at least equal to the amount of the aggregateAccruing Dividends then accrued on such share of Series B Preferred Stockand not previously paid.

 

5.                                       Liquidationor Dissolution. In the event of any voluntary or involuntary liquidation,dissolution, or winding up of the affairs of the corporation, then, afterdistribution or payment has been made to the holders of the senior stock andsubject to the rights of the holders of the parity stock as described below,but before any distribution or payment shall be made to the holders of anyjunior stock, the holders of Series B Preferred Stock shall be entitled tobe paid in full (on a per share basis) a cash redemption price equal to $10.00per share (subject to appropriate adjustment in the event of any stockdividend, stock split, combination or other similar recapitalization affectingsuch shares, such amount, as so adjusted from time to time, being hereinafterreferred to as the “Stated Value” of such shares) plus all accrued but unpaiddividends, to the fullest extent the corporation has funds legally availabletherefor.

 

If, any voluntary or involuntary liquidation,dissolution, or winding up of the affairs of the corporation, the assets of thecorporation available for distribution to its shareholders shall beinsufficient to pay the holders of senior stock, the holders of senior stockshall receive all of the assets of the corporation available for distributionand each such holders of senior stock shall share ratably in any distributionin accordance with the amounts due such holders of senior stock.

 

If, any voluntary or involuntary liquidation,dissolution, or winding up of the affairs of the corporation, the assets of thecorporation available for distribution to its shareholders shall be sufficientto pay the holders of senior stock but insufficient to pay the holders of Series BPreferred Stock and the holders of parity stock, the holders of senior stockshall first receive all of the assets to which they are entitled, and theholders of Series B Preferred Stock and the holders of parity stock shallthen share ratably in any distribution in accordance with the amounts due suchshareholders.

 

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If, any voluntary or involuntary liquidation,dissolution, or winding up of the affairs of the corporation, the assets of thecorporation available for distribution to its shareholders shall be sufficientto pay the holders of senior stock, the holders of Series B PreferredStock and the holders of parity stock, but insufficient to pay the holders ofjunior stock, holders of senior stock, the holders of Series B PreferredStock and the holders of parity stock shall first receive all of the assets towhich they are entitled, and the holders of the junior stock shall then shareratably in any distribution in accordance with the amounts due suchshareholders.

 

Neither a Change of Control (as defined in Section 12.a.)nor any purchase or redemption of stock of the corporation of any class shallbe deemed to be a liquidation, dissolution or winding up of the corporationwithin the meaning of the provisions of this Section 5.

 

6.                                       OptionalRedemption by the Corporation. The corporation may, at its option andsubject to prior approval (if necessary) of the Board of Governors of theFederal Reserve System or its delegate (the “Federal Reserve”), but shall haveno obligation to except as set forth in Section 7 hereafter, redeem theshares of Series B Preferred Stock at any time and from time to time, inwhole or in part, at a cash redemption price equal to the Stated Value pershare plus all accrued but unpaid dividends, to the fullest extent thecorporation has funds legally available therefor. The Series B PreferredStock has no stated maturity and will not be subject to any sinking fund ormandatory redemption provisions. The corporation shall not purchase, either ata public or private sale or by tender offer, all or part of such Series BPreferred Stock, except pursuant to an offer made on the same terms andconditions to all holders of such shares, subject to the provisions ofapplicable law. At the time of redemption, the corporation shall provide to theholders of Series B Preferred Stock notice of the mechanisms ofredemption.

 

7.                                       RedemptionUpon Change of Control. Shares of the Series B Preferred Stock shallbe deemed to be redeemed by the corporation, subject to prior Federal Reserveapproval (if necessary), upon the occurrence of a “Change of Control” of thecorporation, at a cash redemption price equal to the Stated Value per shareplus all accrued but unpaid dividends, to the fullest extent the corporationhas funds legally available therefor. If a Change of Control is contemplated tooccur, the corporation shall apply to the Federal Reserve for approval (ifnecessary) to redeem the Series B Preferred Stock concurrent with theclosing of the transaction causing the Change of Control.

 

8.                                       RegistrationRights. None.

 

9.                                       Conversionor Exchange. The shares of Series B Preferred Stock are notconvertible into or exchangeable for any other property or securities of thecorporation.

 

10.                                 NoImplied Limitations. Nothing herein shall limit, by inference or otherwise,the discretionary right of the Board of Directors to divide any or all of theshares of any preferred or special classes into series, and, within thelimitations set forth in the Georgia Business Corporation Act, to fix anddetermine the relative rights and preferences of the shares of any series soestablished (including any parity stock or senior stock), to the full extentprovided in the Articles of Incorporation of the corporation.

 

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11.                                Subjectto Articles of Incorporation. In addition to the above provisions withrespect to the Series B Preferred Stock, such Series B PreferredStock shall be subject to, and entitled to the benefits of, the provisions setforth in the corporation’s Articles of Incorporation with respect to preferredstock generally.

 

12.                                Definitions.As used herein the following terms have the following meanings:

 

a.                                       Theterm “Change of Control” shall mean the consummation of (i) a merger,share exchange, consolidation or other business combination of the corporationwith any other “person” (as such term is used in Sections 13(d) and 14(d) ofthe Securities Exchange Act of 1934) or affiliate thereof, other than a merger,share exchange, consolidation or business combination that would result in theoutstanding common stock of the corporation immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto common stock of the surviving entity or a parent or affiliate thereof)more than 50% of the outstanding common stock of the corporation or suchsurviving entity or parent or affiliate thereof outstanding immediately aftersuch merger, consolidation or business combination, or (ii) an agreementfor the sale or disposition by the corporation of all or substantially all ofthe corporation’s assets.

 

b.                                      Theterm “parity stock” means any class of capital stock or series of preferred stock(including but not limited to Series B Preferred Stock) and any otherclass of stock of the corporation hereafter authorized that ranks on a paritywith the Series B Preferred Stock in the payment of dividends or in thedistribution of assets on any liquidation, dissolution or winding up of thecorporation.

 

c.                                       Theterm****“juniorstock” shall mean the Common Stock, the Series A Preferred Stock, and anyother class of stock of the corporation hereafter authorized over which the Series BPreferred Stock has preference or priority in the payment of dividends or inthe distribution of assets on any liquidation, dissolution or winding up of thecorporation.

 

d.                                      Theterm “senior stock” shall mean any class of capital stock or series ofpreferred stock ranking senior (with respect to priority in the payment ofdividends or in the distribution of assets on any liquidation, dissolution orwinding up of the corporation) to the Series B Preferred Stock.

 

e.                                       Theterm “Prime Rate” shall mean the rate of interest announced or quoted by theWall Street Journal from time to time as the Prime Rate; and, if the Prime Rateis discontinued by Wall Street Journal as a standard, a comparable referencerate designated by Wall Street Journal as a substitute therefor shall be the PrimeRate.

 

13.                                Notices.All notices required or permitted to be given by the corporation with respectto the Series B Preferred Stock shall be in writing, and if delivered byfirst class United States mail, postage prepaid, to the holders of the Series BPreferred Stock at their last addresses 

 

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as they shall appear upon the books of thecorporation, shall be conclusively presumed to have been duly given, whether ornot the shareholder actually receives such notice; provided, however, thatfailure to duly give such notice by mail, or any defect in such notice, to theholders of any stock designated for repurchase, shall not affect the validityof the proceedings for the repurchase of any other shares of Series BPreferred Stock.

 

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