exv4w1



 





Exhibit 4.1





CERTIFICATE OF DESIGNATIONS




OF




SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK




OF




U.S. BANCORP




Pursuant to Section 151 of the

General Corporation Law of the State of Delaware




     U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the
State of Delaware (the “Corporation”), does hereby certify that:




     1. On March 17, 2006, the Credit and Finance Committee (the “Committee”) of the
Board of Directors of the Corporation (the “Board”), pursuant to authority conferred
upon the Committee by resolutions of the Board adopted at a meeting duly convened and held
on January 21, 2003, and by Section 141(c)(2) of the General Corporation Law of the State of
Delaware, duly adopted resolutions by unanimous written consent establishing the terms of
the Corporation’s Series B Non-Cumulative Perpetual Preferred Stock, $25,000 liquidation
preference per share (the “Series B Preferred Stock”), and authorized a
sub-committee of the Committee (the “Subcommittee”) to act on behalf of the
Committee in establishing the number of authorized shares and the dividend rate for the
Series B Preferred Stock.




     2. Thereafter, on March 22, 2006, the Subcommittee duly adopted the following
resolution by written consent:




     “RESOLVED, that the designations, and certain other preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the Series B
Preferred Stock, including those established by the Committee and the
dividend rate established hereby, are as set forth in Exhibit A
hereto, which is incorporated herein by reference.”



     IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation
by its Vice Chairman and Chief Financial Officer this 24th day of March, 2006.



	 	 	 
	 

	 	U.S. BANCORP
	 
	 	 
	 

	 	     /s/ David M. Moffett
	 

	 	 
	 

	 	Name: David M. Moffett
	 

	 	Title: Vice Chairman and Chief Financial Officer






 









 






EXHIBIT A




TO




CERTIFICATE OF DESIGNATION




OF




SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK




OF




U.S. BANCORP




          Section 1. Designation. The designation of the series of preferred stock shall be Series B
Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “Series B Preferred
Stock”). Each share of Series B Preferred Stock shall be identical in all respects to every other
share of Series B Preferred Stock. Series B Preferred Stock will rank equally with Parity Stock,
if any, and will rank senior to Junior Stock with respect to the payment of dividends and the
distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation.




          Section 2. Number of Shares. The number of authorized shares of Series B Preferred Stock
shall be 40,000. Such number may from time to time be increased (but not in excess of the total
number of authorized shares of preferred stock) or decreased (but not below the number of shares of
Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of
Directors of the Corporation, the Committee or any duly authorized committee of the Board of
Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the
General Corporation Law of the State of Delaware stating that such increase or reduction, as the
case may be, has been so authorized. The Corporation shall have the authority to issue fractional
shares of Series B Preferred Stock.




          Section 3. Definitions. As used herein with respect to Series B Preferred Stock:




          “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday on which banking
institutions are not authorized or obligated by law, regulation or executive order to close in New
York, New York.




          “Depositary Company” shall have the meaning set forth in Section 6(d) hereof.




          “Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.




          “Dividend Period” shall have the meaning set forth in Section 4(a) hereof.




          “DTC” means The Depositary Trust Company, together with its successors and assigns.




          “Junior Stock” means the Corporation’s common stock and any other class or series of stock of
the Corporation hereafter authorized over which Series B Preferred Stock has

 









 








preference or priority in the payment of dividends or in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.




          “London Banking Day” means any day on which commercial banks are open for general business
(including dealings in deposits in U.S. dollars) in London, England.




          “Parity Stock” means any other class or series of stock of the Corporation that ranks on a par
with Series B Preferred Stock in the payment of dividends and in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.




          “Preferred Director” shall have the meaning set forth in Section 7 hereof.




          “Series B Preferred Stock” shall have the meaning set forth in Section 1 hereof.




          “Telerate Page 3750” means the display page so designated on the Moneyline/Telerate Service
(or such other page as may replace that page on that service, or such other service as may be
nominated as the information vendor, for the purpose of displaying rates or prices comparable to
the London Interbank Offered Rate for U.S. dollar deposits).




          “Three-Month LIBOR” means, with respect to any Dividend Period, the offered rate (expressed as
a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the
first day of that Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time)
on the second London Banking Day immediately preceding the first day of that Dividend Period. If
such rate does not appear on Telerate Page 3750, Three-Month LIBOR will be determined on the basis
of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day
of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime
banks in the London interbank market by four major banks in the London interbank market selected by
the Corporation, at approximately 11:00 A.M., London time on the second London Banking Day
immediately preceding the first day of that Dividend Period. U.S. Bank National Association, or
such other bank as may be acting as calculation agent for the Corporation, will request the
principal London office of each of such banks to provide a quotation of its rate. If at least two
such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the
arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If
fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will
be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates
quoted by three major banks in New York City selected by the Corporation, at approximately 11:00
a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to
leading European banks for a three-month period commencing on the first day of that Dividend Period
and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected
by the Corporation to provide quotations are not quoting as described above, Three-Month LIBOR for
that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend
Period, or in the case of the first Dividend Period, the most recent rate that could have been
determined in accordance with the first sentence of this paragraph had Series B Preferred Stock
been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of
the amount of dividends for each Dividend Period will be on file at the principal offices of the
Corporation, will be made available to any holder of Series B Preferred Stock upon request and will
be final and binding in the absence of manifest error.




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          Section 4. Dividends.




               (a) Rate. Holders of Series B Preferred Stock shall be entitled to receive, if, as and when
declared by the Board of Directors of the Corporation or any duly authorized committee of the Board
of Directors of the Corporation, but only out of assets legally available therefor, non-cumulative
cash dividends on the liquidation preference of $25,000 per share of Series B Preferred Stock, and
no more, payable quarterly in arrears on each January 15, April 15, July 15 and October 15;
provided, however, if any such day is not a Business Day, then payment of any dividend otherwise
payable on that date will be made on the next succeeding day that is a Business Day (without any
interest or other payment in respect of such delay) (each such day on which dividends are payable a
“Dividend Payment Date”). The period from and including the date of issuance of the Series B
Preferred Stock or any Dividend Payment Date to but excluding the next Dividend Payment Date is a
“Dividend Period.” Dividends on each share of Series B Preferred Stock will accrue on the
liquidation preference of $25,000 per share at a rate per annum equal to the greater of (i)
Three-Month LIBOR plus 0.60% or (ii) 3.50%. The record date for payment of dividends on the Series
B Preferred Stock shall be the last Business Day of the calendar month immediately preceding the
month during which the Dividend Payment Date falls. The amount of dividends payable shall be
computed on the basis of a 360-day year and the actual number of days elapsed.



               (b) Non-Cumulative Dividends. Dividends on shares of Series B Preferred Stock shall be
non-cumulative. To the extent that any dividends payable on the shares of Series B Preferred Stock
on any Dividend Payment Date are not declared and paid, in full or otherwise, on such Dividend
Payment Date, then such unpaid dividends shall not cumulate and shall cease to accrue and be
payable and the Corporation shall have no obligation to pay, and the holders of Series B Preferred
Stock shall have no right to receive, dividends accrued for such Dividend Period after the Dividend
Payment Date for such Dividend Period or interest with respect to such dividends, whether or not
dividends are declared for any subsequent Dividend Period with respect to Series B Preferred Stock,
Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the
Corporation.



               (c) Priority of Dividends. So long as any share of Series B Preferred Stock remains
outstanding, (i) no dividend shall be declared or paid or set aside for payment and no distribution
shall be declared or made or set aside for payment on any Junior Stock, other than a dividend
payable solely in Junior Stock, (ii) no shares of Junior Stock shall be repurchased, redeemed or
otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a
result of a reclassification of Junior Stock for or into Junior Stock, or the exchange or
conversion of one share of Junior Stock for or into another share of Junior Stock, and other than
through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior
Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of
any such securities by the Corporation and (iii) no shares of Parity Stock shall be repurchased,
redeemed or otherwise acquired for consideration by the Corporation otherwise than pursuant to pro
rata offers to purchase all, or a pro rata portion, of the Series B Preferred Stock and such Parity
Stock except by conversion into or exchange for Junior Stock, in each case unless full dividends on
all outstanding shares of Series B Preferred Stock for the then-current Dividend Period have been
paid in full or declared and a sum sufficient for the payment thereof set aside. When dividends
are not paid in full upon the shares of Series B Preferred Stock and any Parity Stock, all
dividends declared upon shares of Series B Preferred Stock and any Parity Stock shall be declared
on a proportional basis so that the amount of dividends declared per share will bear to each other
the same ratio that accrued dividends for the then-current Dividend Period



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per share on Series B
Preferred Stock, and accrued dividends, including any accumulations on
Parity Stock, bear to each other. No interest will be payable in respect of any dividend
payment on shares of Series B Preferred Stock that may be in arrears. If the Board of Directors of
the Corporation determines not to pay any dividend or a full dividend on a Dividend Payment Date,
the Corporation will provide, or cause to be provided, written notice to the holders of the Series
B Preferred Stock prior to such date. Subject to the foregoing, and not otherwise, such dividends
(payable in cash, stock or otherwise) as may be determined by the Board of Directors of the
Corporation or any duly authorized committee of the Board of Directors of the Corporation may be
declared and paid on any Junior Stock from time to time out of any assets legally available
therefor, and the shares of Series B Preferred Stock shall not be entitled to participate in any
such dividend.




          Section 5. Liquidation Rights.




               (a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, holders of Series B Preferred Stock shall be
entitled, out of assets legally available therefor, before any distribution or payment out of the
assets of the Corporation may be made to or set aside for the holders of any Junior Stock and
subject to the rights of the holders of any class or series of securities ranking senior to or on
parity with Series B Preferred Stock upon liquidation and the rights of the Corporation’s
depositors and other creditors, to receive in full a liquidating distribution in the amount of the
liquidation preference of $25,000 per share, plus any authorized, declared and unpaid dividends,
without accumulation of any undeclared dividends, to the date of liquidation. The holder of Series
B Preferred Stock shall not be entitled to any further payments in the event of any such voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the Corporation other than
what is expressly provided for in this Section 5.



               (b) Partial Payment. If the assets of the Corporation are not sufficient to pay in full the
liquidation preference plus any authorized, declared and unpaid dividends to all holders of Series
B Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series B
Preferred Stock and to the holders of all Parity Stock shall be pro rata in accordance with the
respective aggregate liquidation preferences plus any authorized, declared and unpaid dividends of
Series B Preferred Stock and all such Parity Stock.



               (c) Residual Distributions. If the liquidation preference plus any authorized, declared and
unpaid dividends has been paid in full to all holders of Series B Preferred Stock and all holders
of any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets
of the Corporation according to their respective rights and preferences.



               (d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5,
the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and assets of the Corporation shall not
be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the
Corporation, nor shall the merger, consolidation or any other business combination transaction of
the Corporation into or with any other corporation or person or the merger, consolidation or any
other business combination transaction of any other corporation or person into or with the
Corporation be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Corporation.



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          Section 6. Redemption.




               (a) Optional Redemption. The Corporation, at the option of its Board of Directors or any duly
authorized committee of the Board of Directors of the Corporation, may redeem in whole or in part
the shares of Series B Preferred Stock at the time outstanding, at any time on or after the
Dividend Payment Date in April 2011, upon notice given as provided in Section 6(b) below. The
redemption price for shares of Series B Preferred Stock shall be $25,000 per share plus dividends
that have been declared but not paid.



               (b) Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock
shall be mailed by first class mail, postage prepaid, addressed to the holders of record of such
shares to be redeemed at their respective last addresses appearing on the stock register of the
Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date
fixed for redemption. Notwithstanding the foregoing, if the Series B Preferred Stock is held in
book-entry form through DTC, the Corporation may give such notice in any manner permitted by DTC.
Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice, but failure duly to give such notice by
mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B
Preferred Stock designated for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series B Preferred Stock. Each notice shall state (i) the
redemption date; (ii) the number of shares of Series B Preferred Stock to be redeemed and, if fewer
than all the shares held by such holder are to be redeemed, the number of such shares to be
redeemed by such holder; (iii) the redemption price; (iv) the place or places where the
certificates for such shares are to be surrendered for payment of the redemption price; and (v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.



               (c) Partial Redemption. In case of any redemption of only part of the shares of Series B
Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed
shall be selected either pro rata from the holders of record of Series B Preferred Stock in
proportion to the number of Series B Preferred Stock held by such holders or by lot or in such
other manner as the Board of Directors of the Corporation or any duly authorized committee of the
Board of Directors of the Corporation may determine to be fair and equitable. Subject to the
provisions of this Section 6, the Board of Directors of the Corporation, the Committee or any duly
authorized committee of the Board of Directors shall have full power and authority to prescribe the
terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to
time.



               (d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or
before the redemption date specified in the notice all funds necessary for the redemption have been
set aside by the Corporation, separate and apart from its other assets, in trust for the pro rata
benefit of the holders of the shares called for redemption, so as to be and continue to be
available therefor, or deposited by the Corporation with a bank or trust company selected by the
Board of Directors of the Corporation or any duly authorized committee of the Board of Directors
(the “Depositary Company”) in trust for the pro rata benefit of the holders of the shares called
for redemption, then, notwithstanding that any certificate for any share so called for redemption
has not been surrendered for cancellation, on and after the redemption date all shares so called
for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease
to accrue after such redemption date, and all rights with respect to such shares shall forthwith on
such redemption date cease and terminate, except only the right of the holders



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thereof to receive
the amount payable on such redemption from such bank or trust company at
any time after the redemption date from the funds so deposited, without interest. The
Corporation shall be entitled to receive, from time to time, from the Depositary Company any
interest accrued on such funds, and the holders of any shares called for redemption shall have no
claim to any such interest. Any funds so deposited and unclaimed at the end of three years from
the redemption date shall, to the extent permitted by law, be released or repaid to the
Corporation, and in the event of such repayment to the Corporation, the holders of record of the
shares so called for redemption shall be deemed to be unsecured creditors of the Corporation for an
amount equivalent to the amount deposited as stated above for the redemption of such shares and so
repaid to the Corporation, but shall in no event be entitled to any interest.




          Section 7. Voting Rights. The holders of Series B Preferred Stock will have no voting rights
and will not be entitled to elect any directors, except as expressly provided by law and except
that:




               (a) Supermajority Voting Rights—Amendments. Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the affirmative vote or consent of the
holders of at least 66-2/3% of all of the shares the Series B Preferred Stock at the time
outstanding, voting separately as a class, shall be required to authorize any amendment of the
Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto
(including any certificate of designation or any similar document relating to any series of
preferred stock) which will materially and adversely affect the powers, preferences, privileges or
rights of the Series B Preferred Stock, taken as a whole; provided, however, that any increase in
the amount of the authorized or issued Series B Preferred Stock or authorized preferred stock of
the Corporation or the creation and issuance, or an increase in the authorized or issued amount, of
other series of preferred stock ranking equally with and/or junior to the Series B Preferred Stock
with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative)
and/or the distribution of assets upon liquidation, dissolution or winding up of the Corporation
will not be deemed to adversely affect the powers, preferences, privileges or rights of the Series
B Preferred Stock.



               (b) Supermajority Voting Rights—Priority. Unless the vote or consent of the holders of a
greater number of shares shall then be required by law, the affirmative vote or consent of the
holders of at least 66-2/3% of all of the shares of the Series B Preferred Stock and all
other Parity Stock, at the time outstanding, voting as a single class without regard to series,
shall be required to issue, authorize or increase the authorized amount of, or to issue or
authorize any obligation or security convertible into or evidencing the right to purchase, any
additional class or series of stock ranking prior to the shares of
the Series B Preferred
Stock and all other Parity Stock as to dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Corporation;




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               (c) Special Voting Right.




                    (i) Voting Right. If and whenever dividends on the Series B Preferred Stock
or any other class or series of preferred stock that ranks on parity with the Series B
Preferred Stock as to payment of dividends, and upon which voting rights equivalent to
those granted by this Section 7(c) have been conferred and are exercisable, have not been
paid in an aggregate amount equal, as to any class or series, to at least six quarterly
Dividend Periods (whether consecutive or not), the number of directors constituting the
Board of Directors of the Corporation shall be increased by two, and the holders of the
Series B Preferred Stock (together with holders of any other class of the
Corporation’s authorized preferred stock having equivalent voting rights, whether or not
the holders of such preferred stock would be entitled to vote for the election of
directors if such default in dividends did not exist), shall have the right, voting
separately as a single class without regard to series, to the exclusion of the holders of
common stock, to elect two directors of the Corporation to fill such newly created
directorships (and to fill any vacancies in the terms of such directorships), provided that
the election of such directors must not cause the Corporation to violate the corporate
governance requirements of the New York Stock Exchange (or other exchange on which the
Corporation’s securities may be listed) that listed companies must have a majority of
independent directors and further provided that the Board of Directors of the Corporation
shall at no time include more than two such directors. Each such director elected by the
holders of shares of Series B Preferred Stock and any other class or series of
preferred stock that ranks on parity with the Series B Preferred Stock as to
payment of dividends is a “Preferred Director”.




                    (ii) Election. The election of the Preferred Directors will take place at any annual
meeting of stockholders or any special meeting of the holders of Series B
Preferred Stock and any other class or series of our stock that ranks on parity with
Series B Preferred Stock as to payment of dividends and for which dividends have
not been paid, called as provided herein. At any time after the special voting power has
vested pursuant to Section 7(c)(i) above, the secretary of the Corporation may, and upon
the written request of any holder of Series B Preferred Stock (addressed to the
secretary at the Corporation’s principal office) must (unless such request is received less
than 90 days before the date fixed for the next annual or special meeting of the
stockholders, in which event such election shall be held at such next annual or special
meeting of stockholders), call a special meeting of the holders of Series B
Preferred Stock and any other class or series of preferred stock that ranks on parity
with Series B Preferred Stock as to payment of dividends and for which dividends
have not been paid for the election of the two directors to be elected by them as provided
in Section 7(c)(iii) below. The Preferred Directors shall each be entitled to one vote per
director on any matter.




                    (iii) Notice for Special Meeting. Notice for a special meeting will be given in a
similar manner to that provided in the Corporation’s by-laws for a special meeting of the
stockholders. If the secretary of the Corporation does not call a special meeting within
20 days after receipt of any such request, then any holder of Series B Preferred
Stock may (at our expense) call such meeting, upon notice as provided in this Section
7(c)(iii), and for that purpose will have access to the stock register of the Corporation.
The Preferred Directors elected at any such special meeting will hold office until the next
annual meeting of our stockholders unless they have been previously terminated or removed
pursuant to Section 7(c)(iv). In case any vacancy in the office of






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 a Preferred Director
occurs (other than prior to the initial election of the Preferred Directors), the vacancy
may be filled by the written consent of the Preferred Director remaining in office, or if
none remains in office, by the vote of the holders of the Series B Preferred
Stock (together with holders of any other class of the Corporation’s authorized preferred
stock having equivalent voting rights, whether or not the holders of such preferred stock
would be entitled to vote for the election of directors if such default in dividends did
not exist) to serve until the next annual meeting of the stockholders.




                    (iv) Termination; Removal. Whenever full dividends have been paid regularly on the
Series B Preferred Stock and any other class or series of preferred stock that
ranks on parity with Series B Preferred Stock as to payment of dividends, if any,
for at least four Dividend Periods, then the right of the holders of
Series B Preferred Stock to elect such additional two directors will cease (but
subject always to the same provisions for the vesting of the special voting rights in the
case of any similar non-payment of dividends in respect of future Dividend Periods). The
terms of office of the Preferred Directors will immediately terminate and the number of
directors constituting our board of directors will be reduced accordingly. Any Preferred
Director may be removed at any time without cause by the holders of record of a majority of
the outstanding shares of the Series B Preferred Stock (together with holders of any other
class of the Corporation’s authorized preferred stock having equivalent voting rights,
whether or not the holders of such preferred stock would be entitled to vote for the
election of directors if such default in dividends did not exist) when they have the voting
rights described in this Section 7(c).



          Section 8. Conversion. The holders of Series B Preferred Stock shall not have any rights to
convert such Series B Preferred Stock into shares of any other class of capital stock of the
Corporation.




          Section 9. Rank. Notwithstanding anything set forth in the Certificate of Incorporation or
this Certificate of Designation to the contrary, the Board of Directors of the Corporation, the
Committee or any authorized committee of the Board of Directors of the Corporation, without the
vote of the holders of the Series B Preferred Stock, may authorize and issue additional shares of
Junior Stock, Parity Stock or, subject to the voting rights granted in Section 7(b), any class of
securities ranking senior to the Series B Preferred Stock as to dividends and the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of
the Corporation.




          Section 10. Repurchase. Subject to the limitations imposed herein, the Corporation may
purchase and sell Series B Preferred Stock from time to time to such extent, in such manner, and
upon such terms as the Board of Directors of the Corporation or any duly authorized committee of
the Board of Directors of the Corporation may determine; provided, however, that the Corporation
shall not use any of its funds for any such purchase when there are reasonable grounds to believe
that the Corporation is, or by such purchase would be, rendered insolvent.




          Section 11. Unissued or Reacquired Shares. Shares of Series B Preferred Stock not issued or
which have been issued and converted, redeemed or otherwise purchased or acquired by the
Corporation shall be restored to the status of authorized but unissued shares of preferred stock
without designation as to series.




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          Section 12. No Sinking Fund. Shares of Series B Preferred Stock are not subject to the
operation of a sinking fund.





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