Exhibit 4.1
    

    
      CARROLLTON BANCORP

    

    
      ARTICLES SUPPLEMENTARY

    

    
      9,201 SHARES OF
FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK,
      SERIES A

    

    
      CARROLLTON BANCORP, a corporation organized and existing under the laws
      of the State of Maryland (the “Corporation”), in accordance
      with the provisions of Section 2-208 of the Maryland General Corporation
      Law, hereby certifies to the State Department of Assessments and
      Taxation of Maryland that:
    

    
      FIRST:    Under the authority expressly vested in the Board of Directors
      of the Corporation by Article TENTH of the Articles of Incorporation of
      the Corporation, as amended (the “Charter”), the Board of
      Directors of the Corporation (the “Board of Directors”), by
      resolutions adopted at a duly called meeting of the Board of Directors
      held on January 24, 2009, reclassified 9,201 shares of the authorized
      but unissued Common Stock of the Corporation as shares of a separate
      series of stock of the Corporation designated as “Fixed Rate Cumulative
      Perpetual Preferred Stock, Series A”, set the preferences, conversion
      and other rights, voting powers, restrictions, limitations as to
      dividends, qualifications, terms and conditions of redemption and other
      terms and conditions of such series and authorized the issuance of up to
      9,201 shares of such series.
    

    
      SECOND:   The designation and number of shares of such series, and the
      voting and other powers, preferences, relative, participating, optional
      or other rights, and the qualifications, limitations and restrictions
      thereof, of the shares of such series are as follows, which, upon any
      restatement of the Charter shall be made a part of or incorporated by
      reference into the Charter with any necessary or appropriate changes in
      the enumeration or lettering of Section or subsections thereof:
    

    
      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 9,201.
    

    
      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 these
      Articles Supplementary to the same extent as if such provisions had been
      set forth in full herein.
    

    
      Part 3.   Definitions.  The following terms are
      used in these Articles Supplementary (including the Standard Provisions
      in Annex A hereto) as defined below:
    

    
      (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 $2,300,250.
    

    
      (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 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.
    

    
      THIRD:    The Designated Preferred Stock has been classified and
      designated by the Board of Directors under the authority contained in
      the Charter.
    

    
      FOURTH:   These Articles Supplementary have been approved by the Board
      of Directors in the manner and by the vote required by law.
    

    
      FIFTH:    The undersigned President and Chief Executive Officer of the
      Corporation acknowledges these Articles Supplementary to be the act of
      the Corporation and, as to all matters or facts required to be verified
      under oath, the undersigned President and Chief Executive 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 for perjury.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Corporation has caused these Articles
      Supplementary to be signed in its name and on its behalf by its
      President and Chief Executive Officer and attested to on its behalf by
      its Secretary on this 11th day of February, 2009.
    

    
    	
          
            ATTEST:
          

        	
           
        	
          
            CARROLLTON BANCORP
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            /s/ Allyson Cwiek
          

        	

        	
          
            By:
          

        	
          
            /s/ Robert A. Altieri
          

        
	
          
            Allyson Cwiek, Secretary
          

        	

        	

        	
          
            Robert A. Altieri
          

        
	

        	

        	

        	
          
            President and Chief Executive Officer
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      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).
    

    

    

    
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      (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.
    

    
      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.
    

    
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      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 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.
    

    
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      (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.
    

    
      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.
    

    
      (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.
    

    
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      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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