Exhibit 4.1


 


CERTIFICATE OF DESIGNATIONS


OF


SERIES L 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 October 19, 2020, the Capital Planning Committee (the “Committee”) of the Board of Directors of
the Corporation (the “Board”), pursuant to authority conferred upon the Committee by the Board and by Section 141(c)(2) and
(3) of the General Corporation Law of the State of Delaware, duly adopted resolutions establishing the terms of the Corporation’s
Series L Non-Cumulative Perpetual Preferred Stock, $1.00 par value (the “Series L Preferred Stock”),
and authorized a sub-committee of the Committee (the “Subcommittee”) to act on behalf of the Committee in establishing
the liquidation preference, dividend rate, optional redemption date, number of authorized shares and certain other terms of the
Series L Preferred Stock.



 


		2.	Thereafter, on October 20, 2020, the Subcommittee duly adopted the following resolution by written consent:



 


“NOW, THEREFORE, BE IT RESOLVED, that
the Subcommittee hereby establishes the Series L Preferred Stock, with the designations, and certain other preferences and
relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the
Series L Preferred Stock as are 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 21st day of October, 2020.


 


	 	U.S. Bancorp
	 	 
	 	 
	 	By:	/s/ Terrance R. Dolan
	 	 	Name: 	Terrance R. Dolan
	 	 	Title: 	Vice Chairman and Chief Financial Officer


 


    	 	 	 



     


    

 


EXHIBIT A


TO


CERTIFICATE OF DESIGNATIONS


OF


SERIES L NON-CUMULATIVE PERPETUAL PREFERRED
STOCK


OF


U.S. BANCORP


 


Section 1.            Designation.
The designation of the series of preferred stock shall be Series L Non-Cumulative Perpetual Preferred Stock (hereinafter referred
to as the “Series L Preferred Stock”). Each share of Series L Preferred Stock shall be identical in
all respects to every other share of Series L Preferred Stock. Series L 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 L Preferred Stock shall be 20,000.
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 L 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 L Preferred Stock.


 


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


 


“Appropriate
Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Corporation as
defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.


 


“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.


 


“Committee”
means the Capital Planning Committee of the Board of Directors of the Corporation, or any successor committee thereto.


 


“Corporation”
means U.S. Bancorp.


 


“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.


 






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“DTC”
means The Depository 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 L 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.


 


“Parity Stock”
means any other class or series of stock of the Corporation that ranks on a parity with Series L 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(c)(i) hereof.


 


“Redemption
Price” shall have the meaning set forth in Section 6(a) hereof.


 


“Regulatory
Capital Treatment Event” means the good faith determination by the Corporation that, as a result of (i) any amendment
to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is
enacted or becomes effective after the initial issuance of any share of Series L Preferred Stock, (ii) any proposed change
in those laws or regulations that is announced after the initial issuance of any share of Series L Preferred Stock, or (iii) any
official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or
applying those laws or regulations that is announced after the initial issuance of any share of Series L Preferred Stock,
there is more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares
of Series L Preferred Stock then outstanding as “additional tier 1 capital” (or its equivalent) for purposes of
the capital adequacy guidelines of the Board of Governors of the Federal Reserve System (or, as and if applicable, the capital
adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for
as long as any share of Series L Preferred Stock is outstanding.


 


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


 


Section 4.            Dividends.


 


(a)             Rate.
Holders of Series L 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 L Preferred Stock, and
no more, payable quarterly in arrears on the 15th day of each January, April, July and October, commencing on January 15,
2021; provided, however, if any such day on which dividends otherwise would be payable 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 L 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 L
Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 3.75%. The record date
for payment of dividends on the Series L 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 consisting of twelve 30-day months. Notwithstanding any other provision hereof, dividends on the Series L
Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail
to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.


 








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(b)             Non-Cumulative
Dividends. Dividends on shares of Series L Preferred Stock shall be non-cumulative.
To the extent that any dividends payable on the shares of Series L 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 L 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 L 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 L 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 L 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 L 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 L Preferred Stock and any Parity Stock, all dividends declared upon shares of Series L 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 per share on Series L 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 L 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 L Preferred Stock prior to such date. Subject to the foregoing, and
not otherwise, 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 L Preferred Stock or Parity Stock shall
not be entitled to participate in any such dividend.


 








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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 L 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 L 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 L 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 L Preferred Stock and all holders of
any Parity Stock, the amounts paid to the holders of Series L 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 L Preferred Stock and all such Parity Stock.


 


(c)             Residual
Distributions. If the liquidation preference plus any authorized, declared and unpaid
dividends have been paid in full to all holders of Series L 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 to be 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 L Preferred Stock
at the time outstanding, at any time on or after January 15, 2026, upon notice given as provided in Section 6(b) below.
The redemption price for shares of Series L Preferred Stock shall be $25,000 per share plus dividends that have been declared
but not paid (the “Redemption Price”). Notwithstanding the foregoing, within 90 days following the occurrence
of a Regulatory Capital Treatment Event, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking
Agency, may provide notice of its intent to redeem as provided in Section 6(b) below, and subsequently redeem, all (but
not less than all) of the shares of Series L Preferred Stock at the time outstanding, at the Redemption Price applicable on
such date of redemption.


 


(b)             Notice
of Redemption. Notice of every redemption of shares of Series L 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 L 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 L Preferred Stock
designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series L
Preferred Stock. Each notice shall state (i) the redemption date; (ii) the number of shares of Series L 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 from 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 L Preferred
Stock at the time outstanding, the shares of Series L Preferred Stock to be redeemed shall be selected either pro rata
from the holders of record of Series L Preferred Stock in proportion to the number of Series L 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 L Preferred Stock shall be redeemed
from time to time.


 






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(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 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 L 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 of the Series L 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 designations 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 L Preferred Stock, taken as a whole; provided, however,
that any increase in the amount of the authorized or issued Series L 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 L 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 L 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 L 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 L 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 L Preferred Stock or any other class
or series of preferred stock that ranks on parity with the Series L 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) or their equivalent, the number of directors constituting the Board of Directors of the Corporation shall be increased by
two, and the holders of the Series L 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
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 L Preferred Stock and any other class or series of preferred stock that ranks on parity with the
Series L 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 L Preferred Stock and any other class or series of the Corporation’s stock that ranks on parity with Series L
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 L 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 L Preferred Stock, and any other class or series of preferred stock that ranks on parity
with Series L 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 L Preferred Stock
may (at the Corporation’s 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 the Corporation’s stockholders unless they have been previously terminated
or removed pursuant to Section 7(c)(iv). In case any vacancy in the office of 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 L 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.


 








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(iv)      Termination;
Removal. Whenever full dividends have been paid regularly on the Series L Preferred
Stock and any other class or series of preferred stock that ranks on parity with Series L Preferred Stock as to payment of
dividends, if any, for at least four consecutive quarterly Dividend Periods or their equivalent, then the right of the holders
of Series L 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 the Corporation’s
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 Series L 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 L Preferred Stock shall not have any rights to convert such Series L 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 Designations 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 L 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 L
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 L 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 L 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 L Preferred Stock are not subject to the operation
of a sinking fund.


 




 


* * * * * *


 






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