Exhibit
4.1

     

    CERTIFICATE
OF NOTICE

    OF

    FIRST
UNITED CORPORATION

    


    First United Corporation, a Maryland
corporation (the “Corporation”), hereby certifies to the State Department of
Assessments and Taxation of Maryland, pursuant to Section 1-207.1 of the
Maryland General Corporation Law (the “MGCL”), as follows:

    


    FIRST:            The
Board of Directors of the Corporation, pursuant to Article FOURTH(b) of the
Corporation’s Amended and Restated Articles of Incorporation (the “Articles”)
and Section 2-105(b)(2) of the MGCL, adopted a resolution pursuant to which a
series of its authorized but unissued preferred stock, having no par value, was
created, with the number of shares thereof and with the voting and other powers,
preferences and relative, participating, optional or other rights, and the
qualifications, limitations and restrictions thereof as are provided in the
Certificate of Designations which is attached hereto as Exhibit
A and
incorporated herein by reference.  

    


    SECOND:       The
undersigned officer of the Corporation acknowledges this Certificate of Notice
to be the corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are
true in all material respects and that this statement is made under the
penalties of perjury.

    


    IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Notice to be executed in its name and on its behalf
by its Chairman and Chief Executive Officer and attested to by its Secretary on
this 28th day of
January, 2009.

    


    
      
        
          
            	
                    ATTEST:

                  	 
      	
                    FIRST
      UNITED CORPORATION

                  
	 
      	 
      	 
      	 
      
	
                    /s/ Robert W. Kurtz

                  	 
      	
                    By:

                  	
                    /s/ William B. Grant

                  
	
                    Robert
      W. Kurtz, Secretary

                  	 
      	 
      	
                    William
      B. Grant, Chairman and
CEO

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    CERTIFICATE
OF DESIGNATIONS

    OF

    FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

    OF

    FIRST
UNITED CORPORATION

    


    First United
Corporation, a corporation organized and existing under the laws of the
State of Maryland (the “Corporation”), in
accordance with the provisions of Section 2-105(b) of the Maryland General
Corporation Law, does hereby certify:

    


    The board of directors of the
Corporation (the “Board of Directors”),
in accordance with the Articles of Incorporation, as amended and restated, and
Bylaws, as amended, of the Corporation and applicable law, adopted the following
resolution on creating a series of shares of Preferred Stock of the Corporation
designated as “Fixed Rate Cumulative Perpetual Preferred Stock, Series
A”.

    


    RESOLVED,
that pursuant to the provisions of the Articles of Incorporation, as amended and
restated, and the Bylaws, as amended, of the Corporation and applicable law, a
series of Preferred Stock, having no par value, of the Corporation be and it
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 Corporation a series of preferred stock designated as
the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A” (the “Designated Preferred
Stock”).  The authorized number of shares of Designated
Preferred Stock shall be 30,000.

    


    Part 2.  Standard Provisions.
The Standard Provisions contained in Annex
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 Annex A hereto) as defined below:

    


    (a)       
“Common Stock”
means the common stock, par value $.01 per share, of the
Corporation.

    


    (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 Corporation
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 Corporation.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (d)       
“Liquidation
Amount” means $1,000 per share of Designated
Preferred Stock.

    


    (e)       
“Minimum
Amount” means $7,500,000.

    


    (f)       
“Parity Stock”
means any class or series of stock of the Corporation (other than Designated
Preferred Stock) the terms of which do not expressly provide that such class or
series will rank senior or junior to Designated Preferred Stock as to dividend
rights and/or as to rights on liquidation, dissolution or winding up of the
Corporation (in each case without regard to whether dividends accrue
cumulatively or non-cumulatively). 

    


    (g)       
“Signing Date”
means the Original Issue Date.  

    


    Part. 4. Certain Voting
Matters. Holders of shares of Designated Preferred Stock will be entitled
to one vote for each such share on any matter on which holders of Designated
Preferred Stock are entitled to vote, including any action by written
consent.

    


    IN WITNESS WHEREOF, First United
Corporation has caused this Certificate of Designations to be signed by William
B. Grant, its Chairman and Chief Executive Officer, this 28th day of
January, 2009.

    


    
      
        
          
            	
                    FIRST
      UNITED CORPORATION:

                  
	 
      
	
                    By:

                  	
                    /s/ William B. Grant

                  
	
                    Name:  William
      B. Grant

                  
	
                    Title:  Chairman
      and Chief Executive
Officer

                  


          

        

      

    

     

    
      
         


      

      
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    ANNEX
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
Corporation.

    


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

    


    (a)       
“Applicable Dividend
Rate” means (i) during the period from the Original Issue Date to, but
excluding, the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and
after the first day of the first Dividend Period commencing on or after the
fifth anniversary of the Original Issue Date, 9% per annum.

    


    (b)       
“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.

    


    (c)       
“Business
Combination” means a merger, consolidation, statutory share exchange or
similar transaction that requires the approval of the Corporation’s
stockholders.

    


    (d)       
“Business Day”
means any day except Saturday, Sunday and any day on which banking institutions
in the State of New York generally are authorized or required by law or other
governmental actions to close.

    


    (e)       
“Bylaws” means
the bylaws of the Corporation, as they may be amended and restated from time to
time.

    


    (f)       
“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.

    


    (g)       
“Charter” means
the Corporation’s certificate or articles of incorporation, articles of
association, or similar organizational document.

    


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

    


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

    


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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    (k)       
“Original Issue
Date” means the date on which shares of Designated Preferred Stock are
first issued.

    


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

    


    (m)       
“Preferred
Stock” means any and all series of preferred stock of the Corporation,
including the Designated Preferred Stock.

    


    (n)       
“Qualified Equity
Offering” means the sale and issuance for cash by the Corporation to
persons other than the Corporation or any of its subsidiaries after the Original
Issue Date of shares of perpetual Preferred Stock, Common Stock or any
combination of such stock, that, in each case, qualify as and may be included in
Tier 1 capital of the Corporation at the time of issuance under the applicable
risk-based capital guidelines of the Corporation’s Appropriate Federal Banking
Agency (other than any such sales and issuances made pursuant to agreements or
arrangements entered into, or pursuant to financing plans which were publicly
announced, on or prior to October 13, 2008). 

    


    (o)       
“Share Dilution
Amount” has the meaning set forth in Section 3(b).

    


    (p)       
“Standard
Provisions” mean these Standard Provisions that form a part of the
Certificate of Designations relating to the Designated Preferred
Stock.

    


    (q)       
“Successor Preferred
Stock” has the meaning set forth in Section 5(a).

    


    (r)       
“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.


    
      
         


      

      
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    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 Corporation 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).

    


    (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 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 Corporation 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). The foregoing limitation shall not apply to (i) redemptions, purchases or
other acquisitions of shares of Common Stock or other Junior Stock in connection
with the administration of any employee benefit plan in the ordinary course of
business (including purchases to offset the Share Dilution Amount (as defined
below) 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; (ii) purchases or other acquisitions by a
broker-dealer subsidiary of the Corporation solely for the purpose of
market-making, stabilization or customer facilitation transactions in Junior
Stock or Parity Stock in the ordinary course of its business; (iii) purchases by
a broker-dealer subsidiary of the Corporation of capital stock of the
Corporation for resale pursuant to an offering by the Corporation of such
capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends
or distributions of rights or Junior Stock in connection with a stockholders’
rights plan or any redemption or repurchase of rights pursuant to any
stockholders’ rights plan; (v) the acquisition by the Corporation or any of its
subsidiaries of record ownership in Junior Stock or Parity Stock for the
beneficial ownership of any other persons (other than the Corporation or any of
its subsidiaries), including as trustees or custodians; and (vi) the exchange or
conversion of Junior Stock for or into other Junior Stock or of Parity Stock for
or into other Parity Stock (with the same or lesser aggregate liquidation
amount) or Junior Stock, in each case, 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. “Share Dilution
Amount” means the increase in the number of diluted shares outstanding
(determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation’s consolidated
financial statements most recently filed with the Securities and Exchange
Commission prior to the Original Issue Date) resulting from the grant, vesting
or exercise of equity-based compensation to employees and equitably adjusted for
any stock split, stock dividend, reverse stock split, reclassification or
similar transaction.


    
      
         


      

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

    


    Subject to the foregoing, 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.


    
      
         


      

      
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    Section 4.  Liquidation
Rights.

    


    (a)       
Voluntary or
Involuntary Liquidation.  In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, 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
Corporation or proceeds thereof (whether capital or surplus) available for
distribution to stockholders of the Corporation, subject to the rights of any
creditors of the Corporation, 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 Corporation 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 Corporation 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 Corporation 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 Corporation ranking equally with
Designated Preferred Stock as to such distribution has been paid in full, the
holders of other stock of the Corporation shall be entitled to receive all
remaining assets of the Corporation (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 Corporation with any other corporation or other entity,
including a 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 Corporation, shall not constitute a
liquidation, dissolution or winding up of the Corporation. 


    
      
         


      

      
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    Section 5.  Redemption.

    


    (a)       
Optional
Redemption.  Except as provided below, the Designated Preferred
Stock may not be redeemed prior to the first Dividend Payment Date falling on or
after the third anniversary of the Original Issue Date. On or after the first
Dividend Payment Date falling on or after the third anniversary of the Original
Issue Date, the Corporation, 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) except as otherwise provided below, 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.

    


    Notwithstanding the foregoing, prior to
the first Dividend Payment Date falling on or after the third anniversary of the
Original Issue Date, the Corporation, 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, 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) except as otherwise provided below, 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; provided
that (x) the Corporation (or any successor by Business Combination) has
received aggregate gross proceeds of not less than the Minimum Amount (plus the
“Minimum Amount” as defined in the relevant certificate of designations for each
other outstanding series of preferred stock of such successor that was
originally issued to the United States Department of the Treasury (the “Successor Preferred
Stock”) in connection with the Troubled Asset Relief Program Capital
Purchase Program) from one or more Qualified Equity Offerings (including
Qualified Equity Offerings of such successor), and (y) the aggregate redemption
price of the Designated Preferred Stock (and any Successor Preferred Stock)
redeemed pursuant to this paragraph may not exceed the aggregate net cash
proceeds received by the Corporation (or any successor by Business Combination)
from such Qualified Equity Offerings (including Qualified Equity Offerings of
such successor). 

    


    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 Corporation 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 Corporation. 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.


    
      
         


      

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


    
      
         


      

      
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    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 six quarterly Dividend Periods or more, whether or not consecutive, the
authorized number of directors of the Corporation 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 Corporation’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 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 declared and paid in full 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 Corporation to
violate any corporate governance requirements of any securities exchange or
other trading facility on which securities of the Corporation 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 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:


    
      
         


      

      
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    (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 Corporation 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 Corporation;

    


    (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 Corporation 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 Corporation 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 Corporation 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
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 Corporation 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.



    
      
         


      

      
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    (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.  Record
Holders.  To the fullest extent permitted by applicable law,
the Corporation and the transfer agent for Designated Preferred Stock may deem
and treat the record holder of any share of Designated Preferred Stock as the
true and lawful owner thereof for all purposes, and neither the Corporation nor
such transfer agent shall be affected by any notice to the
contrary.

    


    Section 9.  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 10.  No Preemptive
Rights.  No share of Designated Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Corporation, 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 11.  Replacement
Certificates.  The Corporation shall replace any mutilated
certificate at the holder’s expense upon surrender of that certificate to the
Corporation. The Corporation shall replace certificates that become destroyed,
stolen or lost at the holder’s expense upon delivery to the Corporation of
reasonably satisfactory evidence that the certificate has been destroyed, stolen
or lost, together with any indemnity that may be reasonably required by the
Corporation.

    


    Section 12.  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.


    
      
         


      

      
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