ARTICLES
      SUPPLEMENTARY

    TO
      THE

    ARTICLES
      OF INCORPORATION

    OF

    SANDY
      SPRING BANCORP, INC.

     

     

    WHEREAS,
      by the
      Articles of Incorporation, as amended (the “Articles
      of Incorporation”),
      of
      Sandy Spring Bancorp, Inc. (the “Corporation”),
      50,000,000 shares of capital stock, with $1.00 par value per share are
      authorized; and

     

    WHEREAS,
      in and
      by Article V of the Articles of Incorporation, the Board of Directors of the
      Corporation (the
      “Board
      of Directors”),
      pursuant to Section 2-208 of the Maryland General Corporation Law, is expressly
      authorized, by resolution or resolutions from time to time adopted, to classify
      any unissued shares of capital stock into a class or series of Preferred Stock
      and to fix and state the powers, designations, preferences, and relative,
      participating, optional or other special rights of the shares of such series,
      and the qualifications, limitations or restrictions thereof; and:

     

    WHEREAS,
      the
      Board
      of
      Directors
      or an
      applicable committee of the Board of Directors, in accordance with the Articles
      of Incorporation and bylaws of the Corporation and applicable law, adopted
      the
      following resolution on November 19, 2008 creating a series of 83,094 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 and the bylaws
      of
      the Corporation and applicable law, a series of Preferred Stock, par value
      $1.00
      per share, of the Corporation be and hereby is created, and that the designation
      and number of shares of such series, and the voting and other powers,
      preferences and relative, participating, optional or other rights, and the
      qualifications, limitations and restrictions thereof, of the shares of such
      series, are as follows:

     

    Part
      1.
Designation
      and Number of Shares.
      There
      is
      hereby created out of the authorized and unissued shares of capital 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
      83,094.

     

    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:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (a) “Common
      Stock”
      means
      the common stock, par value $1.00 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
      $20,773,500.

     

    (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.

     

    


     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this instrument has been executed and acknowledged for the
      Corporation by Daniel J. Schrider, its President, and attested to by its
      secretary, Ronald E. Kuykendall, under penalties of perjury, on the 3rd day
      of
      December, 2008.

    


     

    
      	 	
              SANDY
                SPRING BANCORP, INC.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Daniel J.
                Schrider                                    
                

            
	 	
              Daniel
                J. Schrider

            
	
               

            	
              President

            


    

     

     

    ATTEST:

     

    /s/
      Ronald E.
      Kuykendall               


    Ronald
      E.
      Kuykendall

    Secretary

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    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 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).

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

    (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.

     

    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    

     

    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.

     

    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

     

    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.

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

    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.

     

    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.

     

    
      
         

      

      
        A-5

        
          

        

      

      
         

      

    

    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. Notwithstanding the foregoing, if shares of
      Designated Preferred Stock are issued in book-entry form through The Depository
      Trust Corporation 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.

     

    
      
         

      

      
        A-6

        
          

        

      

      
         

      

    

    (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).

     

    Section
      6. Conversion.
      Holders
      of Designated Preferred Stock shares shall have no right to exchange or convert
      such shares into any other securities.

     

    
      
         

      

      
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    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:

     

    (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;

     

    
      
         

      

      
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    (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 Corporation 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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