Exhibit 4.1


AMENDED AND RESTATED
 ARTICLES OF INCORPORATION
 OF
 CORUS BANKSHARES, INC.

	
  
FIRST:
  	
  
 
  	
  
The name of   the corporation (hereinafter called the “corporation”) shall be:
  




CORUS BANKSHARES, INC.

	
  
SECOND:
  	
  
 
  	
  
The purposes   and powers of this corporation shall be:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
 
  	
  
To operate   and conduct a bank holding company by providing management service and advice   to its subsidiaries relating to such matters as accounting methods,   investments, lending and credit techniques and compliance with governmental   regulations.
  
	
   
 	
   
  	
  
 
  
	
  
(b)
  	
  
 
  	
  
To do any   and all lawful acts and to carry out any and all lawful business purposes   permitted by law to a corporation formed under the Minnesota Business   Corporation Act.
  
	
   
 	
  
 
  	
  
 
  
	
  
(c)
  	
  
 
  	
  
To acquire,   hold, mortgage, pledge and dispose of the shares, bonds, securities and other   evidences of indebtedness of any domestic or foreign corporation.
  
	
   
 	
  
 
  	
  
 
  
	
  
(d)
  	
  
 
  	
  
To acquire,   hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or   otherwise dispose of letters patent of the United States or any foreign   country, patent rights, licenses and privileges, inventions, improvements and   processes, copyrights, trade-marks and trade-names.
  
	
   
 	
   
  	
  
 
  
	
  
(e)
  	
  
 
  	
  
To enter   into obligations or contracts and to do any acts incidental to the   transaction of its business or expedient for the attainment of the purposes   stated in these articles.
  
	
   
 	
  
 
  	
  
 
  
	
  
(f)
  	
  
 
  	
  
To do each   and all of the things aforesaid for itself, or as agent, broker, factor or   consignee of, or associate with another, and to do the same as fully and to   the same extent as natural persons might or could do.
  
	
   
 	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
To have in   furtherance of the corporate purposes, all of the powers conferred upon   corporations incorporated under Chapter 320A, Minnesota Statutes.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Provided,   that the word “and” shall mean “or” as well, and the word “or” shall mean   “and” as well, wherever used in this Article.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
THIRD:
  	
  
 
  	
  
The duration   of the corporation shall be perpetual.
  














	
  
FOURTH:
  	
  
 
  	
  
The address   of the registered office of the corporation in the State of Minnesota is c/o   C T Corporation System, Inc., 405 Second Avenue, South, Minneapolis 55401,   and the name of the registered agent of the corporation at that address is C   T Corporation System, Inc.  The said   registered office is located in the County of Hennepin.
  
	
  
 
  	
  
 
  	
  
 
  
	
  FIFTH:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
 
  	
  
The total   authorized number of par value shares of this corporation shall be one   hundred and thirty million (130,000,000) shares; and the par value of each   such share shall be Five Cents ($0.05).
  
	
   
 	
  
 
  	
  
 
  
	
  
(b)
  	
  
 
  	
  
All shares   shall have the same relative rights and voting power and be without any   relative preference or restrictions.
  
	
   
 	
  
 
  	
  
 
  
	
  
(c)
  	
  
 
  	
  
The   corporation shall have and does hereby retain a first lien on the shares of   its stockholders, and upon all dividends due thereon, for any indebtedness by   such stockholders to the corporation.
  
	
   
 	
   
  	
  
 
  
	
  
SIXTH:
  	
  
 
  	
  
No   shareholder entitled to vote in the election of directors shall be entitled   as of right to cumulative voting in any such election.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
SEVENTH:
  	
  
 
  	
  
Any action   required or permitted to be taken at a meeting of the Board of Directors of   the corporation, other than an action requiring shareholder approval, may be   taken by written action signed by the number of directors that would be   required to make the same action at a meeting of the Board of Directors at   which all directors were present.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
EIGHTH:
  	
  
 
  	
  
The   corporation shall, to the fullest extent permitted by Chapter 302A, Minnesota   Statutes, as the same may be amended and supplemented, indemnify any and all   persons whom it shall have power to indemnify under said Chapter from and   against any and all of the expenses, liabilities, or other matters referred   to in or covered by said Chapter.
  
	
   
  	
  
 
  	
  
 
  
	
  
NINTH:
  	
  
 
  	
  
No director   of the corporation shall be personally liable to the corporation or its   shareholders for monetary damages for breach of fiduciary duty as a director;   provided, however, that this Article Ninth shall not eliminate or limit the   liability of a director to the extent provided by applicable law (i) for any   breach of the director’s duty of loyalty to the corporation or its   shareholders, (ii) for acts or omissions not in good faith or that involve   intentional misconduct or a knowing violation of law, (iii) under section   302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from   which the director derived an improper personal benefit, or (v) for any act   or omission occurring prior to the effective date of this Article Ninth.  No amendment to or repeal of this Article   Ninth shall apply to or have any effect on the liability or alleged liability   of any director of the corporation for or with respect to any acts
or   omissions of such director occurring prior to such amendment or repeal.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
TENTH:
  	
  
 
  	
  
No holder of   shares of capital stock of the corporation shall have any preemptive or   preferential right of subscription to any shares of stock of the corporation,   whether now or hereafter authorized, or to any obligations convertible into   stock of the corporation issued or sold, nor any right of subscription to any   thereof other than such, if any, as the Board of Directors, in its sole   discretion, may from time to time determine, and at such price as the Board   of Directors from time to time may fix.
  



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ELEVENTH:
  	
  
 
  	
  
The   corporation’s business and conduct of its affairs shall be regulated as   follows:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
(a)
  	
  
 
  	
  
The   management of the business and affairs of this corporation and the custody of   its properties shall be vested in a Board of Directors of not less than five   (5) and not more than thirteen (13) members who need not be   stockholders.  A majority of the Board   of Directors shall constitute a quorum.
  
	
   
 	
  
 
  	
  
 
  
	
  
(b)
  	
  
 
  	
  
The Board of   Directors may adopt and amend by-laws and adopt a seal for this corporation.
  
	
   
 	
   
  	
  
 
  
	
  
(c)
  	
  
 
  	
  
The annual   meeting of the stockholders of this Corporation shall be held on a day and   hour and place to be designated by the Board of Directors.  Such date shall not be earlier than the   First Monday in April and not later than the last Monday in May of each year.  At all meetings of stockholders, special   or annual, a majority of the stock entitled to vote thereat shall constitute   a quorum.  The affirmative vote of a   majority of all of the shares present and entitled to vote thereat shall be   required for the taking of any action by the stockholders, including the   election of directors, except where the Minnesota Business Corporation Act   requires a larger proportion or number.
  
	
   
 	
  
 
  	
  
 
  
	
  
(d)
  	
  
 
  	
  
The   directors, when elected, shall hold office until the annual meeting of   stockholders in the following year and until their successors shall have been   elected and have qualified.
  
	
   
 	
  
 
  	
  
 
  
	
  
(e)
  	
  
 
  	
  
Immediately   following the annual meeting of stockholders, the annual meeting of directors   shall be held.  At such meeting the   officers of the corporation shall be elected by the directors.  The officers, when elected, shall hold   office until the annual meeting of directors in the following year and until   their successors shall have been elected and have qualified.  The officers of the corporation shall   consist of a President, Vice-President, Secretary, Treasurer, and such   assistant secretaries and assistant treasurers as the Board of Directors   shall from time to time determine.    Any one person may hold one or more offices.
  
	
   
 	
   
  	
   
  
	
  (f)
  	
   
  	
  The shares   in this corporation shall be issued from time to time upon order of the Board   of Directors for such consideration of cash, or other property, tangible or   intangible, or services, or of an amount transferred from surplus to stated   capital upon a share dividend, as the Board of Directors in its discretion   shall determine.
  



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