TREASURY

Name: Herbert M. All Jr.

sjgtjSecretaiy for Financial Stability

COMPANY: TRI-STATE BANK OF

MEMPHIS

By:______

Name: Jesse H. Turner, Jr.

Title: President and Chief Executive Officer

AUG 13 2010

Date:












































CERTIFICATE OF DESIGNATIONS 

OF 

FIXED RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B 

OF 

TRI-STATE BANK OF MEMPHIS

Tri-State Bank of Memphis, a Tennessee state bank (“Issuer”), organized and existing under the 

laws of the State of Tennessee, in accordance with the provisions of Section 48-16-102 of the 

Tennessee Code Annotated thereof, does hereby certify: 

The board of directors of the Issuer (the "Board of Directors") or an applicable committee of the 

Board of Directors, in accordance with the Charter and Bylaws of the Issuer and applicable law, 

adopted the following resolution on __________, 2010 creating a series of ________ shares of 

Preferred Stock of the Issuer designated as "Fixed Rate Non-Cumulative Perpetual Preferred 

Stock, Series B". 

RESOLVED, that pursuant to the provisions of the Charter and the Bylaws of the Issuer and 

applicable law, a series of Preferred Stock, no par value, of the Issuer be and hereby is created, 

and that the designation and number of shares of such series, and the voting and other powers, 

preferences and relative, participating, optional or other rights, and the qualifications, limitations 

and restrictions thereof, of the shares of such series, are as follows: 

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and 

unissued shares of preferred stock of the Issuer a series of preferred stock designated as the 

"Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B" (the "Designated Preferred 

Stock"). The authorized number of shares of Designated Preferred Stock shall be ___________. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached hereto 

are incorporated herein by reference in their entirety and shall be deemed to be a part of this 

Certificate of Designations to the same extent as if such provisions had been set forth in full 

herein. 

Part 3. Definitions. The following terms are used in this Certificate of Designations (including 

the Standard Provisions in Schedule A hereto) as defined below: 

(a) "Common Stock" means the common stock, par value $5.00 per share, of the Issuer. 

(b) “Dividend Payment Date” means February 15, May 15, August 15 and November 15 of 

each year. 

(c) "Junior Stock" means the Common Stock and any other class or series of stock of the 

Issuer the terms of which expressly provide that it ranks junior to Designated Preferred 

Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of 

the Issuer. 
(d) "Liquidation Amount" means $1,000 per share of Designated Preferred Stock. 

(e) "Minimum Amount" means $_____________. 

(f) "Parity Stock" means any class or series of stock of the Issuer (other than Designated 

Preferred Stock) the terms of which do not expressly provide that such class or series will 

rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to 

rights on liquidation, dissolution or winding up of the Issuer (in each case without regard 

to whether dividends accrue cumulatively or non-cumulatively). Without limiting the 

foregoing, Parity Stock shall include the Issuer's Series A Preferred Stock. 

(g) "Signing Date" means the Original Issue Date. 

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled 

to one vote for each such share on any matter on which holders of Designated Preferred Stock 

are entitled to vote, including any action by written consent.] 

[Remainder of Page Intentionally Left Blank] 
IN WITNESS WHEREOF, Tri-State Bank of Memphis has caused this Certificate of 

Designations to be signed by___________________, its ___________________, this _____ day 

of _____________ 2010. 

 TRI-STATE BANK OF MEMPHIS

 By: 

 

 Printed Name:________________________ 

 Title:_______________________________ 

































 

SCHEDULE A

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name of the Company: Tri-State Bank of Memphis

Corporate or other organizational form of Company: A Tennessee State Bank

Jurisdiction of Organization of Company: Tennessee

Appropriate Federal Banking Agency of Company: Federal Deposit Insurance Corporation

Name of Certified Entities: Tri-State Bank of Memphis 

Corporate or other organizational form of each Certified Entity: Corporation 

Jurisdiction of Organization of each Certified Entity: Tennessee 

Appropriate Federal Banking Agency of each Certified Entity: Federal Deposit Insurance 

 Corporation 

Notice Information: Tri-State Bank of Memphis 

 180 South Main Street 

Memphis, TN 38103-3616 

Attention: Jesse H. Turner, Jr., President 

Terms of the Exchange:

Series of CDCI Preferred Stock Exchanged: Fixed Rate Non-Cumulative Perpetual Preferred 

Stock Series B 

Per Share Liquidation Preference of CDCI Preferred Stock: $1,000 per share 

Number of Shares of CDCI Preferred Stock Exchanged: 2,795 

Dividend Payment Dates on the CDCI Preferred Stock: Payable quarterly in arrears on 

February 15, May 15, August 15, and November 15 of each year. 

Series of CPP Preferred Stock Exchanged: Fixed Rate Non-Cumulative Perpetual Preferred 

Stock, Series B 

Number of Shares of CPP Preferred Stock Exchanged: 2795

Date of Letter Agreement pursuant to which CPP Preferred Shares were purchased: 

April 3, 2009