exv4w1






Exhibit 4.1




AMENDED CERTIFICATE OF DESIGNATIONS

OF

SERIES A 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. The Risk Management 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) of the General Corporation Law of the State of Delaware,
duly adopted the following resolutions at a meeting duly convened and held on April 19, 2010
to amend in its entirety the designations of the series of preferred stock of the
Corporation previously designated as Series A Non-Cumulative Perpetual Preferred Stock:




     “RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law, the designations of the series of preferred stock of the
Corporation previously designated “Series A Non-Cumulative Perpetual
Preferred Stock” shall be amended in its entirety so that the voting powers,
preferences and relative, participating, optional and other rights, and the
qualifications, limitations and restrictions on the shares of such series
are substantially in the form as set forth on Exhibit A attached
hereto, with such changes as the Authorized Officers (as defined below) or
the Subcommittee may approve, which is incorporated herein by reference;”




     2. No shares of Series A Non-Cumulative Perpetual Preferred Stock of the Corporation
have, as of the date of this Amended Certificate of Designations, been issued.



     IN WITNESS WHEREOF, this Amended Certificate of Designations is executed on behalf of the
Corporation by its Vice Chairman and Chief Financial Officer this 9th day of June, 2010.



	 	 	 	 	 
	 	U.S. BANCORP

 	 
	 	By:  	/s/ Andrew Cecere
 	 
	 	 	Andrew Cecere 	 
	 	 	Vice Chairman and Chief Financial Officer 	 













 






	 	 	 	 	 



EXHIBIT A

TO

AMENDED

CERTIFICATE OF DESIGNATIONS

OF

SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK





     Section 1. Designation. The designation of the series of Preferred Stock shall be Series A
Non-Cumulative Perpetual Preferred Stock (hereinafter referred to as the “Series A Preferred
Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other
share of Series A Preferred Stock. Series A 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 A Preferred Stock shall
be 20,010. 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 A
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 A Preferred Stock.



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



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



     “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 Depository Trust Company, together with its successors and assigns.



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     “Junior Stock” means the Corporation’s common stock and any other class or series of stock of
the Corporation hereafter authorized over which Series A 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 A Preferred Stock in the payment of dividends or 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.



     “Reuters Screen LIBOR01 Page” means the display designated on the Reuters 3000 Xtra (or such
other page as may replace that page on that service or such other service as may be nominated by
the British Bankers’ Association for the purpose of displaying London interbank offered rates for
U.S. dollar deposits).



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



     Stock Purchase Date” means the first to occur of any January 15, April 15, July 15 and October
15, or if any such day is not a Business Day, the next Business Day, after the Remarketing
Settlement Date or the Remarketing Date of a Failed Remarketing, as such terms are defined in that
certain Third Supplemental Indenture, dated as of March 17, 2006, between the Corporation and
Wilmington Trust Company, as successor indenture trustee, amending and supplementing that certain
Junior Subordinated Indenture dated as of August 28, 2005, between the Company and Delaware Trust
Company, National Association, as thereby amended from time to time.



     “Three-Month LIBOR” means, with respect to any Dividend Period beginning on or after the later
of April 15, 2011 and the Stock Purchase Date, the 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, as that rate appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London
time) on the second London Banking Day preceding the first day of that Dividend Period.
If such rate does not appear on Reuters Screen LIBOR01 Page, 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 preceding the first day of that Dividend Period. U.S. Bank National Association, or
such other bank as may be acting as



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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 calculation agent, 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 the banks selected by the calculation agent 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 A 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 A Preferred Stock upon request and will be final and
binding in the absence of manifest error.




     Section 4. Dividends.



          (a) Rate. Holders of Series A 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 $100,000 per share of Series A Preferred Stock, and
no more, payable on the following dates: (1) from the date of original issuance to the later of
April 15, 2011 and the Stock Purchase Date, semi-annually in arrears on each April 15 and October
15 through the later of April 15, 2011 and (i) the Stock Purchase Date (if the Stock Purchase Date
is also a Dividend Payment Date), or (ii) the Dividend Payment Date immediately preceding the Stock
Purchase Date (if the Stock Purchase Date is not a Dividend Payment Date), and (2) from and
including the later of April 15, 2011 and the Stock Purchase Date, quarterly in arrears on each
January 15, April 15, July 15 or 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”). If any portion of
a declared semi-annual dividend payment has accrued but has not been paid as of the Stock Purchase
Date, such accrued amount shall be paid on the Stock Purchase Date. The period from and including
the original date of issuance of the Series A Preferred Stock or any Dividend Payment Date to but
excluding the next Dividend Payment Date is a






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“Dividend Period.” Dividends on each share of Series A Preferred Stock will accrue on the
liquidation preference of $100,000 per share (i) from the date of issuance to but not including the
later of the Dividend Payment Date in April 2011 and the Stock Purchase Date at a rate per annum
equal to 7.189%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to
the greater of (x) Three-Month LIBOR plus 1.02% or (y) 3.50%.The record date for payment of
dividends on the Series A 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 for any period prior to the later of April 15, 2011 and the Stock Purchase Date
shall be computed on the basis of a 360-day year consisting of twelve 30-day months and dividends
for periods thereafter 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 A Preferred Stock shall be
non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock
are not declared, in full or otherwise, in respect of any Dividend Period, then such undeclared
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 A Preferred Stock shall have no right to
receive, dividends accrued for such Dividend Period or interest with respect to such dividends,
whether or not dividends are declared or paid for any subsequent Dividend Period with respect to
Series A 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 A 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 A 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 A 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. The foregoing
shall not restrict the ability of the Corporation, or any affiliate of the Corporation, to engage
in any market-making transactions in the Junior Stock or Parity Stock in the ordinary course of
business. When






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dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity
Stock, all dividends declared upon shares of Series A 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 A 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 A
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 A 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 A
Preferred Stock or Parity 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 A 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 A 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 $100,000 per share, plus any authorized, declared and unpaid dividends
for the then-current Dividend Period to the date of liquidation. The holder of Series A 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
A Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series A
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 A 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 A Preferred






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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.




     Section 6. Redemption.



          (a) Optional Redemption. The Series A Preferred Stock may not be redeemed prior to the later
of April 15, 2011 and the Stock Purchase Date. Thereafter, so long as full dividends on all
outstanding shares of Series A Preferred Stock for the then-current Dividend Period have been paid
or declared and a sum sufficient for the payment thereof set aside, 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 A Preferred Stock at the time
outstanding, at any time on or after the later of April 15, 2011 and the Stock Purchase Date, upon
notice given as provided in Section 6(b) below. The redemption price for shares of Series A
Preferred Stock shall be $100,000 per share plus dividends that have been declared but not paid
plus accrued and unpaid dividends for the then-current Dividend Period to the redemption date.




          (b) Notice of Redemption. Notice of every redemption of shares of Series A 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 A 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 A
Preferred Stock designated for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series A Preferred Stock. Each notice shall state (i) the
redemption date; (ii) the number of shares of Series A Preferred






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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 A
Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed
shall be selected either pro rata from the holders of record of Series A Preferred Stock in
proportion to the number of Series A 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 A 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 assets 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.






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     Section 7. Voting Rights. The holders of Series A 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 A 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 A Preferred Stock, taken as a whole; provided, however, that any increase in
the amount of the authorized or issued Series A 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 A 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
A 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 A 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 A Preferred Stock and all other Parity
Stock as to dividends or the distribution of assets upon liquidation, dissolution or winding up of
the Corporation.




          (c) Special Voting Right.




               (i) Voting Right. If and whenever dividends on the Series A Preferred Stock or any other class
or series of Parity Stock, 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 the stated dividend for 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 A 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



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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 A Preferred Stock and any other class or
series of Parity Stock 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 A Preferred Stock and any other
class or series of the Corporation’s stock that ranks on parity with Series A 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 A 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 A Preferred Stock and any other
class or series of preferred stock that ranks on parity with Series A 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 A 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 A Preferred Stock (together with holders of any other class of the Corporation’s authorized
preferred stock having equivalent voting rights, whether or



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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 A
Preferred Stock and any other class or series of Parity Stock for at least four consecutive
dividend periods, then the right of the holders of Series A 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 A 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 A Preferred Stock shall not have any rights to
convert such Series A 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 A 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 A Preferred Stock as to dividends and 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 A 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 A Preferred Stock not issued or
which have been issued and redeemed or otherwise purchased or acquired by



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the Corporation shall be restored to the status of authorized but unissued shares of preferred
stock without designation as to series.




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



* * * * *




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