Date:

TREASURY

By:

COMPANY:

CITIZENS BANCSHARES CORPORATION

By:

James E. YoungPresident and ChiefExecutive Officer

Letter Agreement Signature Page. UST Sequence Number: 31,2












































1

Certificate of Designations UST Sequence Number: 318 

CERTIFICATE OF DESIGNATIONS 

OF 

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B 

OF 

CITIZENS BANCSHARES CORPORATION 

Citizens Bancshares Corporation, a corporation organized and existing under the laws of the State 

of Georgia (the “Issuer”), in accordance with the provisions of Section 14-2-602 of the Georgia Business 

Corporation Code 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 articles of incorporation 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 Cumulative Perpetual Preferred Stock, Series B.” 

RESOLVED, that pursuant to the provisions of the articles of incorporation and the bylaws of 

the Issuer and applicable law, a series of Preferred Stock, no par value per share, 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 

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 $1.00 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, 
2

Certificate of Designations UST Sequence Number: 318 

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 Fixed Rate Cumulative Perpetual Preferred Stock, Series A. 

(g) “Signing Date” means ___________, 2010. 

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] 
Certificate of Designations Signature Page UST Sequence Number: 318 

IN WITNESS WHEREOF, Citizens Bancshares Corporation has caused this Certificate of 

Designations to be signed by James E. Young, its Chairman and Chief Executive Officer, this ____ day of 

__________, 2010. 

CITIZENS BANCSHARES CORPORATION 

By: 

 James E. Young 

 Chairman and Chief Executive Officer 
Certificate of Designations  Schedule A UST Sequence Number: 318 

Page 1 of 10

Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all 

respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be 

perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the 

Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and 

shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in 

the event of any dissolution, liquidation or winding up of the Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated Preferred Stock: 

(a) “Affiliate” means, with respect to any person, any person directly or indirectly 

controlling, controlled by or under common control with, such other person. For purposes of this 

definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common 

control with”) when used with respect to any person, means the possession, directly or indirectly, of the 

power to cause the direction of management and/or policies of such person, whether through the 

ownership of voting securities by contract or otherwise. 

(b) “Applicable Dividend Rate” means (i) until the first day of the first Dividend Period 

commencing on or after the eighth anniversary of the Original Issue Date, 2% per annum; provided, 

however, that if a CDFI Event shall have occurred and it or any other CDFI Event is continuing at all 

times, from and after the 180th day after the date on which the first CDFI Event occurred until the date on 

which no CDFI Events are continuing, the Applicable Dividend Rate shall be 5% per annum, and (ii) for 

any other Dividend Period, 9% per annum. 

(c) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” 

with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. 

Section 1813(q)), or any successor provision. 

(d) “Business Combination” means a merger, consolidation, statutory share exchange or 

similar transaction that requires the approval of the Issuer’s stockholders. 

(e) “Business Day” means any day except Saturday, Sunday and any day on which banking 

institutions in the State of New York or the District of Columbia generally are authorized or required by 

law or other governmental actions to close. 

(f) “Bylaws” means the bylaws of the Issuer, as they may be amended from time to time. 

(g) “CDFI Events” means the failure by each Certified Entity at any time while the 

Designated Preferred Stock is outstanding (i) to be certified by the Community Development Financial 

Institution Fund of the United States Department of Treasury as a regulated community development 

financial institution; (ii) together with all of its Affiliates collectively meet the eligibility requirements of 

12 C.F.R. 1805.200(b); (iii) to have a primary mission of promoting community development, as may be 

determined by the United States Department of the Treasury from time to time, based on criteria set forth 

in 12 C.F.R. 1805.201(b)(1); (iv) to provide Financial Products, Development Services and/or other 

similar financing as a predominant business activity in arm’s-length transactions; (v) to serve a Target 

Market by serving one or more Investment Areas and/or Targeted Populations as may be determined by 

the United States Department of the Treasury from time to time, substantially in the manner set forth in 

12 C.F.R. 1805.201(b)(3); (vi) to provide Development Services in conjunction with its Financial 
Certificate of Designations  Schedule A UST Sequence Number: 318 

Page 2 of 10

Products directly, through an Affiliate, or through a contract with a third-party provider; (vii) to maintain 

accountability to residents of the applicable Investment Area(s) or Targeted Population(s) through 

representation on its governing board of directors or otherwise; and (viii) to remain a non-governmental 

entity which is not an agency or instrumentality of the United States of America, or any State or political 

subdivision thereof, as described in 12 C.F.R. 1805. 201(b)(6) and within the meaning of any 

supplemental regulations or interpretations of 12 C.F.R. 1805.201(b)(6) or such supplemental regulations 

published by the Fund. For the avoidance of doubt, a CDFI Event shall not have occurred so long as at 

least one Certified Entity satisfies the requirements set forth in clauses (i) through (viii) of the preceding 

sentence, even if other Certified Entities fail to satisfy such requirements. Notwithstanding any other 

provision hereof, as used in this definition, the terms “Affiliates,” “Financial Products,” “Development 

Services,” “Target Market,” “Investment Areas,” and “Targeted Populations” have the meanings ascribed 

to such terms in 12 C.F.R. 1805.104. A CDFI Event may be waived in writing by the holders of a 

majority of the Designated Preferred Stock then outstanding. 

(h) “Certificate of Designations” means the Certificate of Designations or comparable 

instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as 

it may be amended from time to time. 

(i) “Certified Entity” means the Issuer or, if the Issuer itself has not been certified by the 

Community Development Financial Institution Fund as a regulated community development financial 

institution (“CDFI”), each Affiliate of the Issuer that has been certified by the CDFI and is specified on 

Schedule A of that certain Letter Agreement by and between Issuer and the United States Department of 

the Treasury. 

(j) “Charter” means the Issuer’s certificate or articles of incorporation, articles of 

association, or similar organizational document. 

(k) “Dividend Period” has the meaning set forth in Section 3(a). 

(l) “Dividend Record Date” has the meaning set forth in Section 3(a). 

(m) “GAAP” means the generally accepted accounting principles in the United States. 

(n) “Issuer Subsidiary” means any subsidiary of the Issuer. 

(o) “Liquidation Preference” has the meaning set forth in Section 4(a). 

(p) “Original Issue Date” means the date on which shares of Designated Preferred Stock are 

first issued. 

(q) “Preferred Director” has the meaning set forth in Section 7(b). 

(r) “Preferred Stock” means any and all series of preferred stock of the Issuer, including the 

Designated Preferred Stock. 

(s) Reserved. 

(t) “Share Dilution Amount” means the increase in the number of diluted shares outstanding 

(determined in accordance with GAAP, and as measured from the date of the Issuer’s most recent 

consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise 
Certificate of Designations  Schedule A UST Sequence Number: 318 

Page 3 of 10

of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, 

reverse stock split, reclassification or similar transaction. 

(u) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate 

of Designations relating to the Designated Preferred Stock. 

(v) “Voting Parity Stock” means, with regard to any matter as to which the holders of 

Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard 

Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon 

which like voting rights have been conferred and are exercisable with respect to such matter. 

Section 3. Dividends. 

(a) Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of 

Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized 

committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash 

dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the 

Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) 

the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated 

Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue 

Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on 

other dividends unless and until the first Dividend Payment Date for such other dividends has passed 

without such other dividends having been paid on such date) and shall be payable quarterly in arrears on 

each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 

calendar days after the Original Issue Date. In the event that any Dividend Payment Date would 

otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be 

postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that 

postponement. The period from and including any Dividend Payment Date to but excluding the next 

Dividend Payment Date is a “Dividend Period,” provided that the initial Dividend Period shall be the 

period from and including the Original Issue Date to but excluding the next Dividend Payment Date. 

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall 

be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of 

dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and 

for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 

30-day months, and actual days elapsed over a 30-day month. 

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be 

payable to holders of record of Designated Preferred Stock as they appear on the stock register of the 

Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such 

Dividend Payment Date, or such other record date fixed by the Board of Directors or any duly authorized 

committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend 

Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a 

Dividend Record Date whether or not such day is a Business Day. 

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in 

cash, securities or other property, other than dividends (if any) declared and payable on Designated 

Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of 

Designations). 
Certificate of Designations  Schedule A UST Sequence Number: 318 

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(b) Priority of Dividends. So long as any share of Designated Preferred Stock remains 

outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other 

shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, 

subject to Section 3(c) below and the immediately following paragraph in the case of Parity Stock, and no 

Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or 

otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued and unpaid 

dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if 

applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of 

Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been 

declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of 

shares of Designated Preferred Stock on the applicable record date). 

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for 

the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the 

case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a 

dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full 

upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated 

Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of 

Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend 

payment date falling within the Dividend Period related to such Dividend Payment Date) shall be 

declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to 

each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock 

(including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity 

Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment 

dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend 

Period related to such Dividend Payment Date) (subject to their having been declared by the Board of 

Directors or a duly authorized committee of the Board of Directors out of legally available funds and 

including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) 

bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors 

determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Issuer will provide 

written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date. 

Subject to the foregoing and Section 3(c) below, and not otherwise, such dividends (payable in 

cash, securities or other property) as may be determined by the Board of Directors or any duly authorized 

committee of the Board of Directors may be declared and paid on any securities, including Common 

Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and 

holders of Designated Preferred Stock shall not be entitled to participate in any such dividends. 

(c) Restriction on Dividends. So long as any share of Designated Preferred Stock remains 

outstanding, neither the Issuer nor any Issuer Subsidiary shall, declare or pay any dividend or make any 

distribution on Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities 

of any kind of the Issuer or any Issuer Subsidiary (other than (i) regular quarterly cash dividends of not 

more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its 

holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as 

adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction; (ii) 

dividends payable solely in shares of Common Stock; (iii) regular dividends on shares of preferred stock 

in accordance with the terms thereof and which are permitted under the terms of this Section 3; (iv) 

dividends or distributions by any wholly-owned Issuer Subsidiary; (v) dividends or distributions by any 

Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 

2008; or (vi) in the case of pari passu Preferred Stock, dividends payable on a pro rata basis with 

Designated Preferred Stock), unless all accrued and unpaid dividends for all past Dividend Periods, 
Certificate of Designations  Schedule A UST Sequence Number: 318 

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including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) 

above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or 

are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the 

payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock 

on the applicable record date). 

So long as any share of Designated Preferred Stock remains outstanding, neither the Issuer nor 

any Issuer Subsidiary shall, (x) pay any per share dividend or distribution on Common Stock, Junior 

Stock, Parity Stock or other capital stock or other equity securities of any kind of the Issuer at a rate that 

is in excess of 100% of the aggregate per share dividends and distributions for the immediately prior 

fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof 

and which are permitted under the terms of this Section 3); provided that no increase in the aggregate 

amount of dividends or distributions on Common Stock shall be permitted for any twelve (12) month 

period, including, without limitation, as a result of any dividends or distributions paid in shares of 

Common Stock, any stock split or any similar transaction or (y) pay aggregate dividends or distributions 

on capital stock or other equity securities of any kind of any Issuer Subsidiary that is in excess of 100% of 

the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case 

of this clause (y), (1) regular dividends on shares of preferred stock in accordance with the terms thereof 

and which are permitted under the terms of this Section 3, (2) dividends or distributions by any whollyowned Issuer Subsidiary, (3) dividends or distributions by any Issuer Subsidiary required pursuant to 

binding contractual agreements entered into prior to November 17, 2008 or (4) dividends or distributions 

on newly issued shares of capital stock for cash or other property). 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or 

winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred 

Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the 

Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the 

Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or 

proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer 

ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal 

to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid 

dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether 

or not declared, to the date of payment (such amounts collectively, the “Liquidation Preference”). 

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the 

Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all 

outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of 

any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, 

holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such 

distribution in proportion to the full respective distributions to which they are entitled. 

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders 

of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of 

the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, 

the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or 

proceeds thereof) according to their respective rights and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a 
Certificate of Designations  Schedule A UST Sequence Number: 318 

Page 6 of 10

merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or 

other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all 

or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up 

of the Issuer. 

Section 5. Redemption. 

(a) Optional Redemption. The Issuer, at its option, subject to the approval of the 

Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, 

out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, 

upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the 

Liquidation Amount per share and (ii) any accrued and unpaid dividends (including, if applicable as 

provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are 

actually declared) to, but excluding, the date fixed for redemption. 

The redemption price for any shares of Designated Preferred Stock shall be payable on the 

redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares 

to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs 

subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to 

receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the 

redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in 

Section 3 above. 

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory 

redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no 

right to require redemption or repurchase of any shares of Designated Preferred Stock. 

(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred 

Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares 

to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall 

be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as 

provided in this Subsection 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 Designated Preferred Stock designated for redemption shall 

not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred 

Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry 

form through The Depository Trust Company or any other similar facility, notice of redemption may be 

given to the holders of Designated Preferred Stock at such time and in any manner permitted by such 

facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number 

of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder 

are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; 

and (4) the place or places where certificates for such shares are to be surrendered for payment of the 

redemption price. 

(d) Partial Redemption. In case of any redemption of part of the shares of Designated 

Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in 

such other manner as the Board of Directors or a duly authorized committee thereof may determine to be 

fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized 

committee thereof shall have full power and authority to prescribe the terms and conditions upon which 

shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares 
Certificate of Designations  Schedule A UST Sequence Number: 318 

Page 7 of 10

represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed 

shares without charge to the holder thereof. 

(e) 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 

deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, 

with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and 

having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be 

and continue to be available solely therefor, then, notwithstanding that any certificate for any share so 

called for redemption has not been surrendered for cancellation, on and after the redemption date 

dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption 

shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such 

redemption date cease and terminate, except only the right of the holders thereof to receive the amount 

payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at 

the end of three years from the redemption date shall, to the extent permitted by law, be released to the 

Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for 

payment of the redemption price of such shares. 

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, 

repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred 

Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as 

shares of any series of Preferred Stock other than Designated Preferred Stock). 

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to 

exchange or convert such shares into any other securities. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred Stock shall not have any voting rights 

except as set forth below or as otherwise from time to time required by law. 

(b) Preferred Stock Directors. Whenever, at any time or times, dividends payable on the 

shares of Designated Preferred Stock have not been paid for an aggregate of eight quarterly Dividend 

Periods or more, whether or not consecutive, the authorized number of directors of the Issuer shall 

automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, 

with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the 

time, voting together as a class, to elect two directors (hereinafter the “Preferred Directors” and each a 

“Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of 

stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at 

each subsequent annual meeting of stockholders until dividends payable on all outstanding shares of 

Designated Preferred Stock have been declared and paid in full for four consecutive quarterly Dividend 

Period (and which shall include all accrued and unpaid dividends for all past Dividend Periods, including 

the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, 

dividends on such amount)), at which time such right shall terminate with respect to the Designated 

Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each 

and every subsequent default of the character above mentioned; provided that it shall be a qualification 

for election for any Preferred Director that the election of such Preferred Director shall not cause the 

Issuer to violate any corporate governance requirements of any securities exchange or other trading 

facility on which securities of the Issuer may then be listed or traded that listed or traded companies must 

have a majority of independent directors. Upon any termination of the right of the holders of shares of 

Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the 
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Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors 

then in office shall terminate immediately and the authorized number of directors shall be reduced by the 

number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any 

time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote 

of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting 

separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting 

rights of such holders described above are then exercisable. If the office of any Preferred Director 

becomes vacant for any reason other than removal from office as aforesaid, the remaining Preferred 

Director may choose a successor who shall hold office for the unexpired term in respect of which such 

vacancy occurred. 

(c) Class Voting Rights as to Particular Matters. So long as any shares of Designated 

Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law 

or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated 

Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in 

writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for 

effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of 

Designations for the Designated Preferred Stock or the Charter to authorize or create or increase 

the authorized amount of, or any issuance of, any shares of, or any securities convertible into or 

exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking 

senior to Designated Preferred Stock with respect to either or both the payment of dividends 

and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer; 

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal 

of any provision of the Certificate of Designations for the Designated Preferred Stock or the 

Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) 

below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so 

as to adversely affect the rights, preferences, privileges or voting powers of the Designated 

Preferred Stock; or 

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding share exchange or reclassification involving the Designated Preferred 

Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, 

unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the 

case of any such merger or consolidation with respect to which the Issuer is not the surviving or 

resulting entity, are converted into or exchanged for preference securities of the surviving or 

resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such 

preference securities, as the case may be, have such rights, preferences, privileges and voting 

powers, and limitations and restrictions thereof, taken as a whole, as are not materially less 

favorable to the holders thereof than the rights, preferences, privileges and voting powers, and 

limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such 

consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred 

Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the 

Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether 

pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any 

securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking 
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equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends 

(whether such dividends are cumulative or non-cumulative) and the distribution of assets upon 

liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, 

preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the 

holders of outstanding shares of the Designated Preferred Stock. 

(d) Changes after Provision for Redemption. No vote or consent of the holders of 

Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time 

when any such vote or consent would otherwise be required pursuant to such Section, all outstanding 

shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for 

redemption upon proper notice and sufficient funds shall have been deposited in trust for such 

redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the 

fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the 

obtaining of written consents and any other aspect or matter with regard to such a meeting or such 

consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the 

Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall 

conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national 

securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the 

time. 

Section 8. Restriction on Repurchases. So long as any share of Designated Preferred Stock 

remains outstanding, neither the Issuer nor any Issuer Subsidiary shall, redeem, purchase or acquire any 

shares of Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of 

any kind of the Issuer or any Issuer Subsidiary, or any trust preferred securities issued by the Issuer or any 

Affiliate of the Issuer, (other than (i) redemptions, purchases, repurchases or other acquisitions of the 

Designated Preferred Stock and (ii) repurchases of Junior Stock or Common Stock in connection with the 

administration of any employee benefit plan in the ordinary course of business (including purchases to 

offset any Share Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with 

past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed 

the Share Dilution Amount, (iii) the acquisition by the Issuer or any of the Issuer Subsidiaries of record 

ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than 

the Issuer or any other Issuer Subsidiary), including as trustees or custodians, (iv) the exchange or 

conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for 

or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each 

case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements 

entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, 

settlement or exchange thereof for Common Stock, (v) redemptions of securities held by the Issuer or any 

wholly-owned Issuer Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or 

other equity securities of any kind of any Issuer Subsidiary required pursuant to binding contractual 

agreements entered into prior to November 17, 2008, unless all accrued and unpaid dividends for all past 

Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in 

Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock 

have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient 

for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred 

Stock on the applicable record date). 

Section 9. Record Holders. To the fullest extent permitted by applicable law, the Issuer and the 

transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of 
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Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer 

nor such transfer agent shall be affected by any notice to the contrary. 

Section 10. Notices. All notices or communications in respect of Designated Preferred Stock 

shall be sufficiently given if given in writing and delivered in person or by first class mail, postage 

prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the 

Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred 

Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such 

notices may be given to the holders of Designated Preferred Stock in any manner permitted by such 

facility. 

Section 11. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights 

of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or 

granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be 

designated, issued or granted. 

Section 12. Replacement Certificates. The Issuer shall replace any mutilated certificate at the 

holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that 

become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably 

satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity 

that may be reasonably required by the Issuer. 

Section 13. Other Rights. The shares of Designated Preferred Stock shall not have any rights, 

preferences, privileges or voting powers or relative, participating, optional or other special rights, or 

qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as 

provided by applicable law.