exv4w3






Exhibit 4.3






	File Number:
00458535
Date Filed: 02/11/2009
Robin Carnahan
Secretary of State T0904218007 STATE OF MISSOURI...OFFICE OF SECRETARY OF STATE ROBIN
CARNAHAN, Secretary of State CORRECTED CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
RIGHTS AND LIMITATIONS OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, NO PAR VALUE, SERIES B
OF RELIANCE BANCSHARES, INC.
(No. 00458535) Reliance Bancshares, Inc. a corporation organized and existing under The Genera] and
Business Corporation Law of the State of Missouri (the “Issuer”), in accordance with the
provisions of Sections 351.180 and 351.049 of the Revised Statutes of Missouri, does hereby
correct its Certificate of Designations of Preferences, Rights and Limitations of its Fixed Rate
Cumulative Perpetual Preferred Stock, No Par Value, Series B, filed with the Office of the
Secretary of State of Missouri on February 5, 2009, because it inadvertently stated the incorrect
number of shares of said Series B Preferred Stock and certifies: The board of directors of the
Issuer (the “Board of Directors”), in accordance with the
restated articles of incorporation and bylaws of the Issuer and applicable law, adopted the ‘
following resolution at a regular meeting held on Tuesday, January 20,2009, creating a series of
2,000.02 shares of Preferred Stock, no par value, of the Issuer designated as “Fixed Rate
Cumulative Perpetual Preferred Stock, no par value. Series B”. RESOLVED, that pursuant to the
provisions of the restated articles of incorporation and the
bylaws of the Issuer and applicable law, a series of Preferred Stock, no par value, of the Issuer
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 preferred stock of the Issuer a series of preferred stock designated as the
“Fixed Rate Cumulative Perpetual Preferred Stock, no par value, Series B” (the “Designated
Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be
2,000.02. Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached
hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of
this Certificate of Designation 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 Designation (including
the Standard Provisions in Schedule A hereto) as defined below: (a) “Common Stock” means the Class
A Common Stock, par value $0.25 per share, of
the Issuer. “Dividend Payment Date” means February 15, May 15, August 15 and November 15
of each year. “Junior Stock” means the Common Stock and any other class or series of stock of
the Issuer 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 Issuer.
“Liquidation Amount” means $ 1,000 per share of Designated Preferred Stock. “Minimum Amount”
means $ 500,000. (f) “Parity Stock” means any class or series of stock of the Issuer (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 Issuer (in each case without regard to whether
dividends accrue cumulatively or non-cumulatively). Without limiting the foregoing, Parity
Stock shall include the UST Preferred Stock. (g) ¦ “Signing Date” means the Original Issue Date.
(h) “UST Preferred Stock” means the Issuer’s Fixed Rate Cumulative Perpetual
Preferred Stock, no par value, Series A. Part. 4. Certain Voting Matters. Holders of shares of
Designated Preferred Stock will be
entitled to one vote for each such share on any matter on which holders of Designated Preferred
Stock are entitled to vote, including any action by written consent. IN WITNESS WHEREOF, Reliance
Bancshares, Inc. has caused this Corrected Certificate
of Designations to be signed by Jerry S. Von Rohr, its President, and Fortis M. Lawder, its
Secretary, has affixed its corporate seal hereto and attested said seal on this 11th day of
February,




 









 







	STATE OF MISSOURI ) ) SS
COUNTY OF ST. LOUIS ) I, Mary Jo E. Vargo, a Notary Public, do hereby certify that on this 11th
day of February,
2009, personally appeared before me Jerry S. Von Rohr who, being by me first duly sworn,
declared that he is the President of Reliance Bancshares, Inc., that he signed the foregoing
document as President of the Corporation, and that the statements therein contained are true.




 









 







	Schedule 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
Issuer. Section 2. Standard Definitions. As used herein with respect to Designated Preferred Stock;
“Appropriate Federal Banking Agency” means the “appropriate Federal banking
agency” with respect to the Issuer as defined in Section 3 (q) of the Federal Deposit Insurance
Act (12 U.S.C. Section 1813(q)), or any successor provision.. “Business Combination” means a
merger, consolidation, statutory share
exchange or similar transaction that requires the approval of the Issuer’s stockholders. “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. (d) “Bylaws” means the bylaws of the Issuer, as they may be
amended from time to time. “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. “Charter” means the Issuer’s certificate or articles
of incorporation, articles of
association, or similar organizational document. (g) “Dividend Period” has the meaning set forth in
Section 3(a). (h) “Dividend Record Date” has the meaning set forth in Section 3(a). (i)
“Liquidation Preference” has the meaning set forth in Section 4(a). G) “Original Issue Date”
means the date on which shares of Designated Preferred
Stock are first issued. (k) “Preferred Director” has the meaning set forth in Section 7(b).




 









 







	(1) “Preferred Stock” means any and all series of preferred stock of the Issuer,
including the Designated Preferred Stock. (m) “Qualified Equity Offering” means the sale and
issuance for cash by the Issuer to
persons other than the Issuer 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 Issuer at the time of issuance under the
applicable risk-based capital guidelines of the Issuer’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 November 17,
2008). (n) “Standard Provisions” mean these Standard Provisions that form a part of the
Certificate of Designations relating to the Designated Preferred Stock. (o) “Successor
Preferred Stock” has the meaning set forth in Section 5(a). (p) “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
per annum rate of 9.0% 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. 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 ón-the stock
register of the Issuer 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 óf 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 Issuer 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 and consistent with past practice; (ii) the acquisition by the Issuer 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 Issuer or any of its subsidiaries), including as trustees or
custodians; and (iii) 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. 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 Issuer 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. Section 4. Liquidation Rights. Voluntary or Involuntary Liquidation, In the
event of any liquidation, dissolution
or winding up of the affairs of the Issuer, 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 Issuer or proceeds thereof (whether capital or surplus) available
for
distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer,
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 Issuer 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”). Partial Payment. If in any
distribution described in Section 4(a) above the assets
of the Issuer 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 Issuer 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. 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 Issuer ranking equally with Designated Preferred Stock as to such




 









 







	distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to
receive all remaining assets of the Issuer (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, die merger or consolidation of the Issuer 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 Issuer, shall not
constitute a liquidation, dissolution or winding up of the Issuer. Section 5. Redemption. (a)
Optional Redemption. Except as provided below, the Designated Preferred Stock
may not be redeemed prior to the later of (i) first Dividend Payment Date falling on or after the
third anniversary of the Original Issue Date; and (ii) the date on which all outstanding shares of
UST Preferred Stock have been redeemed, repurchased or otherwise acquired by the Issuer. On
or after the first Dividend Payment Date falling on or after the third anniversary of the Original
Issue Date, the Issuer, 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 therefore, the shares of Designated Preferred Stock at the time outstanding, upon notice
given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and
unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such
amount) (regardless of whether any dividends are actually declared) to, but excluding, the date
fixed for redemption. Notwithstanding the foregoing, prior to the first Dividend Payment Date
falling on or
after the third anniversary of the Original Issue Date, the Issuer, at its option, subject to the
approval of the Appropriate Federal Banking Agency and subject to the requirement that all
outstanding shares of UST Preferred Stock shall previously have been redeemed, repurchased or
otherwise acquired by the Issuer, 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 Issuer (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 Issuer (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 Issuer 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. 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. 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 Issuer. 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. 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.
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 Issuer, 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 Issuer, after which time the holders of the shares so called for redemption shall look only to
the Issuer 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 Issuer 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. 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. 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
Issuer 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 Issuer’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 Issuer to violate any corporate governance requirements of any securities
exchange or other trading facility on which securities of the Issuer 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 Issuer 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 Issuer; (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 Issuer 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
Issuer 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 Issuer 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 Issuer 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. 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. 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 Issuer
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 Issuer 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 Issuer, 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 Issuer shall replace any mutilated certificate at
the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace
certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the
Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost,
together with any indemnity that may be reasonably required by the Issuer. 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.