- ------------------------                                           EXHIBIT 3.1
|                      |
| Jim Miles            |
| SECRETARY OF STATE   |
| FILED                |
| MARCH 06 1992        |
- ------------------------


                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION
                                       OF
                          PEOPLES BANCORPORATION, INC.



         I, the  undersigned  natural  person  having  capacity to contract  and
acting  as  an   incorporator   of  a   Corporation   (hereinafter   called  the
"Corporation")  under the South  Carolina  Business  Corporation  Act, do hereby
adopt the following Articles of Incorporation for the Corporation:

                                ARTICLE ONE: NAME


     The name of the Corporation is Peoples Bancorporation, Inc.


                      ARTICLE TWO: INITIAL OFFICE AND AGENT

     The initial  registered  office of the  Corporation is located at 1800 East
Main Street, City of Easley, County of Pickens, and the State of South Carolina,
and the agent at such address is Robert E. Dye.


                             ARTICLE THREE: Duration

     The Corporation's period of duration is perpetual.


                               ARTICLE FOUR: STOCK

     The Corporation is authorized to issue one class of shares to be designated
"common."  The total number of shares which the  Corporation  is  authorized  to
issue is 1,000,000  shares,  and the par value of each such share is $3.33.  The
total authorized capital stock is $3,330,000.


                         ARTICLE FIVE: INITIAL DIRECTORS

     Section A. The number of  directors of the  Corporation  shall be fixed and
may be altered from time to time as provided in the bylaws.

     Section  B. The Board of  Directors  shall be divided  into three  classes,
Class I, Class II and Class  III,  which  shall be as nearly  equal in number as
possible.  Each director  shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected.

     Section  C. In the event of any  increase  or  decrease  in the  authorized
number of directors (i) each  director  then serving as such shall  nevertheless
continue as a director of the class of which he is a member until the expiration
of his current term, or his prior death, retirement, resignation or removal, and
(ii) the  newly  created  or  eliminated  directorships  resulting  from such an
increase or decrease shall be  apportioned  by the Board of Directors  among the
three  classes of  directors  as to  maintain  such  classes as nearly  equal as
possible.


<PAGE>


     Section D. Notwithstanding any of the foregoing provisions of this Article,
each director  shall serve until his successor is elected and qualified or until
his death, retirement,  resignation or removal for cause. Should a vacancy occur
or be created,  whether arising through death,  resignation or removal for cause
of a director or through an increase  in the number of  directors  in any class,
each vacancy shall be filled by a majority vote of the  remaining  directors.  A
director so elected to fill a vacancy shall serve until the next election of the
class for which such  director  shall have been chosen,  and until his successor
has been duly elected and qualified.



                                        2

<PAGE>




     Section E.  The initial directors are:


     Garnet A. Barnes                                R. Riggie Ridgeway
     105 Cranberry Way                               401 Four Lakes Drive
     Easley, SC  29642                               Easley, SC  29642

     William A. Carr                                 Nell W. Smith
     513 Asbury Circle                               104 Laurel Road
     Easley, SC  29640                               Easley, SC  29642

     Robert E. Dye                                   A.J. Thompson, Jr.
     200 McAlister Lake Drive                        112 Mountain Ridge Trail
     Easley, SC  29642                               Easley, SC  29640

     W. Rutledge Galloway                            Joe A. Young
     111 Country Lakes Road                          5501 Calhoun Memorial Hwy.
     Easley, SC  29642                               Easley, SC  29642

     George B. Nalley, Jr.
     1919 East Main Street
     Easley, SC 29640


The initial  directors will serve until the first annual meeting of stockholders
of the Corporation. At the first annual meeting of stockholders,  directors will
be elected to classified terms.


                              ARTICLE SIX: PURPOSE

     The purpose or purposes for which the Corporation is organized are:

          (a) To act as a bank holding company;

          (b) To transact any and all lawful business for which corporations may
     be incorporated under the South Business Corporation Act;

          (c) To do each and every thing necessary,  suitable, or proper for the
     accomplishment  of any of the purposes or for the  attainment of any one or
     more of the objects herein enumerated or which at any time appear conducive
     to or expedient for the protection or benefit of the Corporation.

     The  foregoing  clauses shall be construed as powers as well as objects and
purposes, and the matter expressed in each clause shall, unless herein otherwise
expressly  provided,  be in nowise limited by reference to or inference from the
terms of any  other  clause,  but  shall be  regarded  as  independent  objects,
purposes  and  powers,  and shall not be  construed  to limit or restrict in any
manner the meaning of the general term of the general powers of the Corporation.


                     ARTICLE SEVEN: PREEMPTIVE RIGHTS DENIED

     No holder of shares of any class of the  Corporation  shall have preemptive
rights to subscribe for or acquire  additional  shares of the Corporation of the
same or any other  class,  whether  such  shares  shall be  hereby or  hereafter
authorized,  and no holder of shares of any class of the Corporation  shall have
any  right to  acquire  any  shares  which  may be held in the  treasury  of the
Corporation;  all such  additional  or  treasury  shares my be  issued  for such
consideration,  at such  time,  and to such  person or  persons  as the Board of
Directors of the Corporation may from time to time determine.



                                        3

<PAGE>



                              ARTICLE EIGHT: VOTING

Except where otherwise provided in these Articles of Incorporation or the bylaws
of the  Corporation,  the holders of the common  shares shall have the exclusive
voting  rights  and  powers,   including  the  exclusive   right  to  notice  of
stockholders' meetings.


                        ARTICLE NINE: ADOPTION OF BYLAWS

     The Board of Directors of the Corporation shall adopt the initial bylaws of
the  Corporation  and may thereafter  alter,  amend, or repeal the bylaws of the
Corporation  or may adopt new bylaws,  subject to the  stockholders'  concurrent
right to alter,  amend,  or repeal  the bylaws or to adopt new bylaws and to the
express  provisions of the bylaws.  The stockholders may provide that any or all
bylaws altered,  amended,  repealed, or adopted by the stockholders shall not be
altered,  amended,  re-enacted,  or  repealed by the Board of  Directors  of the
Corporation.

                        ARTICLE TEN: AUTHORITY TO BORROW

     The Board of Directors is expressly authorized,  without the consent of the
stockholders,  except so far as such  consent is herein or by law  provided,  to
issue and sell or  otherwise  dispose  of, for any  purpose,  the  Corporation's
bonds, debentures, notes or other securities or obligations, upon such terms and
for such  consideration  as the Board of  Directors  shall deem  advisable,  and
specifically may issue bonds or debentures  convertible into shares of any class
of stock, including common stock, of the Corporation within such period and upon
such  conditions as shall be fixed by the Board of  Directors,  and to authorize
and cause to be executed mortgages,  pledges, charges and liens upon all or part
of the  real  and  personal  property  rights,  interest  and  franchise  of the
Corporation,  including contract rights, whether at the time owned or thereafter
acquired.

                  ARTICLE ELEVEN: CERTAIN BUSINESS COMBINATIONS

     Section A. For the purposes of this Article:

     (1) The term "beneficial  owner" and correlative terms shall the meaning as
set forth in Rule 13d-3 under the  Securities  Exchange Act of 1934, as amended,
or any  similar  successor  Rule.  Without  limitation  and in  addition  to the
foregoing,  any  shares  of  Voting  Stock of this  Corporation  which any Major
Stockholder  has the right to vote or to acquire (i) pursuant to any  agreement,
(ii) by  reason of  tenders  of shares by  stockholders  of the  corporation  in
connection  with or  pursuant to a tender  offer made by such Major  Stockholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected), or upon the exercise of conversion rights, warrants,  options or
otherwise, shall be deemed "beneficially owned" by such Major Stockholders.

     (2) The term "Business Combination" shall mean:

          (a) any merger or consolidation  (whether in a single transaction or a
     series of related transactions, including a series of separate transactions
     with a Major Stockholder,  any Affiliate or Associate thereof or any Person
     acting in concert  therewith) of this  Corporation or any  Subsidiary  with
     into a Major Stockholder or of a Major Stockholder into this Corporation or
     Subsidiary;

          (b) any sale, lease, exchange, transfer,  distribution to stockholders
     or other disposition,  including without limitation, a mortgage,  pledge or
     any  other  security  devise,  to  or  with  a  Major  Stockholder  by  the
     Corporation or any of its Subsidiaries (in a single

                                        4

<PAGE>



     transaction or a series of related transactions) of all,  substantially all
     or any Substantial  Part of the assets of this  Corporation or a Subsidiary
     (including, without limitation, any securities of a Subsidiary);

          (c)  the  purchase,  exchange,  lease  or  other  acquisition  by  the
     Corporation or any of its Subsidiaries (in a single transaction or a series
     of related transactions) of all,  substantially all or any Substantial Part
     of the assets or business of a Major Stockholder;

          (d) the  issuance of any  securities,  or of any  rights,  warrants or
     options to acquire any securities, of this Corporation or a Subsidiary to a
     Major Stockholder or the acquisition by this Corporation or a Subsidiary of
     any  securities,  or of any  rights,  warrants  or options  to acquire  any
     securities, or a Major Stockholder;

          (e) any  reclassification  of Voting Stock,  recapitalization or other
     transaction  (other than a redemption in  accordance  with the terms of the
     security  redeemed)  which  has the  effect,  directly  or  indirectly,  of
     increasing the  proportionate  amount of Voting Stock of the Corporation or
     any Subsidiary  thereof which is beneficially owned by a Major Stockholder,
     or any partial or complete liquidation,  spin off, split off or split up of
     the Corporation or any Subsidiary  thereof;  provided,  however,  that this
     Section  A (2)  (e)  shall  not  relate  to any  transaction  of the  types
     specified  herein that has been  approved  by a majority of the  Continuing
     Directors; and

          (f) any agreement,  contract or other arrangement providing for any of
     the transactions described herein.


     (3) The term "Continuing Director" shall mean (i) a person who was a member
of the Board of Directors of this Corporation immediately prior to the time that
any then existing Major Stockholder  became a Major Stockholder or (ii) a person
designated (before initially becoming a director) as a Continuing  Director by a
majority  of the then  Continuing  Directors.  All  references  to a vote of the
Continuing  Directors  shall  mean a vote  of the  total  number  of  Continuing
Directors of the Corporation.

     (4) The term "Major Stockholder" shall mean any Person which, together with
its  "Affiliates"  and  "Associates" (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended,  or any similar successor Rule) and any Person
acting in concert therewith, is the beneficial owner of 10% or more of the votes
held by the  holders  of the  outstanding  shares  of the  Voting  Stock of this
Corporation, and any Affiliate or Associate of a Major Stockholder,  including a
Person  acting in concert  therewith.  The term  "Major  Stockholder"  shall not
include a Subsidiary of this Corporation.

     (5) The term "Person" shall mean any individual,  corporation,  partnership
or other person, group or entity (other than the Corporation,  any Subsidiary of
the  Corporation or a trustee  holding stock for the benefit of employees of the
Corporation or its subsidiaries or any of them, pursuant to one or more employee
benefit plans or  arrangements.  When two or more Persons act as a  partnership,
limited  partnership,  syndicate,  association or other group for the purpose of
acquiring,   holding  or  disposing  of  shares  of  stock,  such  partnerships,
syndicate, association or group will be deemed a "Person".

     (6) The term  "Subsidiary"  shall mean any  business  entity 50% or more of
which is beneficially owned by the Corporation.

     (7) The term  "Substantial  Part" as used in reference to the assets of the
Corporation, of any Subsidiary or of any Major Stockholder means assets having a
value of more than 5% of the total consolidated assets of the Corporation and

                                        5

<PAGE>



its  Subsidiaries  as of the end of the  Corporation's  most recent  fiscal year
ending prior to the time the determination is made.

     (8) The term "Voting Stock" shall mean stock or other  securities  entitled
to vote upon any action to be taken in connection with any Business  Combination
or entitled to vote generally in the election of directors,  including  stock or
other securities convertible into Voting Stock.

     Section  B.  Notwithstanding  any other  provisions  of these  Articles  of
Incorporation  and  except as set forth in Section  C. of this  Article  Eleven,
neither  the  Corporation  nor any  Subsidiary  shall  be  party  to a  Business
Combination unless:

     (1) The Business  Combination  was approved by the Board of the Corporation
prior to the Major  Stockholder  involved in the Business  Combination  becoming
such; or

     (2) The Major Stockholder  involved in the Business  Combination sought and
obtained the  unanimous  prior  approval of Board of Directors to become a Major
Stockholder  and the  Business  Combination  was  approved  by a majority of the
Continuing Directors; or

     (3) The Business Combination was approved by at least 80% of the Continuing
Directors of the Corporation; or

     (4) The  Business  Combination  was approved by at least an 80% vote of the
outstanding  Voting Stock of this Corporation and by at least an 80% vote of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.

     Section C. During the time a Major  Stockholder  exists,  a  resolution  to
voluntarily  dissolve  the  Corporation  shall  be  adopted  only  if:  (1) such
resolution  is  approved  by at least  80% of the  Continuing  Directors  of the
Corporation;  or  (2)  such  resolution  is  approved  by at  least  80%  of the
outstanding  Voting  Stock  of  this  Corporation  and  by at  least  80% of the
outstanding Voting Stock beneficially owned by stockholders other than any Major
Stockholder.

     Section D. As to any particular transaction, the Continuing Directors shall
have the power and duty to determine, on the basis of information known to them:

     (1) The amount of Voting Stock beneficially held by any Person;

     (2) Whether a Person is an Affiliate or Associate of another;

     (3) Whether a Person is acting in concert with another;

     (4) Whether the assets  subject to any  Business  combination  constitute a
"Substantial Part" as herein defined;

     (5) Whether a proposed  transaction  is subject to the  provisions  of this
Article; and

     (6) Such other  matters with respect to which a  determination  is required
under this Article.

Any such determination  shall be conclusive and binding for all purposes of this
Article.

     Section E. The affirmative vote required by this Article is addition to the
vote of the holders of any class or series of stock of the Corporation otherwise
required by law, these Articles of Incorporation, any resolution which

                                        6

<PAGE>


has been adopted by the Board of Directors providing for the issuance of a class
or series  stock or any  agreement  between  the  Corporation  and any  national
securities exchange.

     Section  F. Any  amendment,  change or repeal of this  Article or any other
amendment  of these  Articles  of  Incorporation  which would have the effect of
modifying or permitting  circumvention  of the  provisions of this Article shall
require  approval  by at  least  80%  of the  outstanding  Voting  Stock  of the
Corporation and at least 80% of the outstanding  Voting Stock beneficially owned
by stockholders other than any Major Stockholder.


                         ARTICLE TWELVE: INDEMNIFICATION

     The  Corporation  shall  indemnify any person who (i) is or was a director,
officer,  employee,  or  agent  of the  Corporation  or (ii)  while a  director,
officer, employee, or agent of the Corporation, is or was serving at the request
of the  corporation  as a  director,  officer,  partner,  venturer,  proprietor,
trustee,  employee, agent, or similar functionary of another foreign or domestic
corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other enterprise,  to the fullest extent that a corporation may
or is required to grant  indemnification  to a director under the South Carolina
Business  Corporation  Act. The  Corporation  may  indemnify  any person to such
further extent as permitted by law.


                    ARTICLE THIRTEEN: LIMITATION OF LIABILITY

     No  director  of  the  Corporation   shall  be  personally  liable  to  the
Corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director; provided, however, that to the extent required by applicable
law,  this Article  shall not eliminate or limit the liability of a director (i)
for the  breach of the  director's  duty of loyalty  to the  Corporation  or its
shareholder, (ii) for acts or omissions not in good faith or which involve gross
negligence,  intentional misconduct or a knowing violation of law, (iii) imposed
under Section  33-8-330 of the South Carolina  Business  Corporation Act or (iv)
for any  transaction  from  which the  director  derives  an  improper  personal
benefit.  If applicable  law is amended to authorize  corporate  action  further
eliminating  or limiting  liability  of  directors,  then the  liability of each
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by applicable law, as amended. Neither the amendment or repeal of this
Article,  nor the adoption of any provision of these  Articles of  Incorporation
inconsistent  with this  Article  shall  eliminate  or reduce the effect of this
Article in respect of any acts or omissions  occurring  prior to such amendment,
repeal or adoption of an inconsistent provision.


                         ARTICLE FOURTEEN: INCORPORATOR

         The name and address of the incorporator is:

                  NAME                                        ADDRESS

                  Robert E. Dye                    200 McAlister Lake Drive
                                                   Easley, South Carolina 29642

                  2/21/92                          s/Robert E. Dye
         Date: -----------------                   ----------------------------
                                                     Robert E. Dye



                                        7

<PAGE>



STATE OF SOUTH CAROLINA             )
                                    )
COUNTY OF PICKENS                   )


         The  undersigned,  Robert E. Dye,  does hereby  certify  that he is the
incorporator of Peoples Bancorporation,  Inc., and is authorized to execute this
verification; that he does hereby further certify that he has read the foregoing
document,  understands  the  meaning  and  purport  of  the  statements  therein
contained and the same are true to the best of his information and belief.


         2/21/92                                     s/Robert E. Dye
Date:-------------                                   -------------------------
                                                       Robert E. Dye



<PAGE>



CERTIFICATE OF ATTORNEY

         I,  Ronnie L. Smith,  an Attorney  licensed to practice in the State of
South Carolina, certify that the Corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter 2 of
Title 33 of the South  Carolina Code of 1976,  relating to the  organization  of
corporations,  and that in my opinion, the Corporation is organized for a lawful
purpose.

         2/27/92                                s/Ronnie L. Smith
Date:  ---------------                          --------------------------
                                                  Ronnie L. Smith

                                                   Address:

                                                   6016 Calhoun Memorial Highway
                                                   Easley, South Carolina 29460



<PAGE>






                                                          -------------------
                                                         |    Jim Miles
                                                         |SECRETARY OF STATE |
                                                         |    FILED
                                                         |    JUN 2, 1995    |
                                                          -------------------

                              ARTICLES OF AMENDMENT

                                       OF

                          PEOPLES BANCORPORATION, INC.


                                       I.

     The name of the Corporation is Peoples Bancorporation, Inc.

                                       II.

     The  Articles of  Incorporation  shall be amended by deleting  Article Four
thereof in its entirety and substituting the following in lieu of Article Four:

                              "ARTICLE FOUR: STOCK

               The  Corporation is authorized to issue one class of shares to be
          designated  "common." The total number of shares which the Corporation
          is authorized to issue is 5,000,000 shares,  and the par value of each
          such  share  is  $3.33.   The  total   authorized   capital  stock  is
          $16,650,000."

                                      III.

     The  amendment  set forth in Article II of these  Articles of Amendment was
adopted by the  Corporation's  Board of  Directors  on March 13, 1995 and by the
Corporation's shareholders on April 24, 1995.

                                       IV.

     On April 24,  1995,  the  Corporation  had 666,404  shares of common  stock
outstanding  and  entitled to vote on the  amendment.  Of the 666,404  shares of
common stock  outstanding and entitled to vote,  458,856 shares were represented
in person  or by proxy at the April 24,  1995  meeting.  The  shareholders  cast
449,575  votes in favor of the  amendment  and no votes  were cast  against  the
amendment.  The  number  of  votes  cast by the  shareholders  in  favor  of the
amendment was sufficient for its approval.

     IN WITNESS WHEREOF,  the Corporation has caused these Articles of Amendment
to be executed by Robert E. Dye,  President and Chief  Executive  Officer of the
Corporation, on this 26th day of May, 1995.

                                     PEOPLES BANCORPORATION, INC.

                                          s/Robert E. Dye
                                     By: --------------------------------
                                          Robert E. Dye
                                          President and Chief Executive Officer


<PAGE>
                                                          -------------------
                                                         |     Jim Miles     |
                                                         |SECRETARY OF STATE |
                                                         |      FILED        |
                                                         |  April 27, 1998   |
                                                          -------------------



                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:


1.   The name of the corporation is Peoples Bancorporation, Inc.

2.   On December 15, 1997, the corporation adopted the following Amendment(s) of
     its Articles of Incorporation.

     RESOLVED,  that pursuant to a two-for-one split of the authorized shares of
     the  Corporation's  common stock, the total number of authorized  shares of
     the Corporation's  common stock shall be increased from 5,000,000 shares to
     10,000,000  shares  and the par  value of each  authorized  share  shall be
     reduced from $3.33 per share to $1.67 per share.

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders  of record on December  25,  1997 have been issued  additional
     stock  certificates  representing one additional share of the Corporation's
     Common Stock for every one share currently held.

4. Complete either a or b, whichever is applicable.

     a.   Amendment(s) adopted by shareholder action.

         At the date of adoption  of the  amendment,  the number of  outstanding
         shares  of  each  voting  group  entitled  to  vote  separately  on the
         Amendment, and the vote of such shares was:

                     Number of     Number of     Number of         Number of
                     out-          Votes         Shares            Undisputed*
         Voting      standing      Entitled      Represented       Shares Voted
         Group        Shares       to be Cast    at the meeting    For   Against



     b.   [x] The amendment(s) was duly adopted by the Incorporators or board of
          directors without  shareholder  approval  pursuant to  ss.33-6-102(d),
          33-10-102  and  33-10-105 of the 1976 South  Carolina Code as amended,
          and shareholder action was not required.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See ss.33-1-230(b)) .


              4/20/98                PEOPLES BANCORPORATION, INC.
DATE:  ---------------------         --------------------------------
                                     (Name of Corporation)

                                                    s/Robert E. Dye, Sr.
                                      By:-------------------------------------
                                                         (Signature)

                                                 Robert E. Dye, Sr.
                                                 Chief Executive Officer

                                                 (Type or Print Name and Office)


<PAGE>


*NOTE:        Pursuant  to  Section   33-10-106(6)(i),   the   corporation   can
              alternatively state the total number of votes cast for and against
              the amendment by each voting group entitled to vote  separately on
              the amendment or the total number of undisputed votes cast for the
              amendment by each voting group  together with a statement that the
              number cast for the amendment by each voting group was  sufficient
              for approval by that voting group.



                                        2
<PAGE>

    STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT

     Pursuant to Section  33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is: Peoples Bancorporation, Inc.

2.   On July 15, 2004, the corporation adopted the following Amendment(s) of its
     Articles of Incorporation.

     RESOLVED,  that pursuant to a three-for-two  split of the authorized shares
     of the Corporation's common stock, the total number of authorized shares of
     the Corporation's common stock shall be increased from 10,000,000 shares to
     15,000,000  shares  and the par  value of each  authorized  share  shall be
     reduced from $1.67 per share to $1.11 per share; and, further,

     RESOLVED,  that Article Four of the Corporation's Articles of Incorporation
     shall, therefore, be amended to read as follows:

          The  Corporation  is  authorized  to issue  one  class of shares to be
          designated  "common." The total number of shares which the Corporation
          is authorized to issue is 15,000,000 shares, and the par value of each
          such  share  is  $1.11.   The  total   authorized   capital  stock  is
          $16,650,000.

3.   The  manner,  if not set forth in the  amendment,  in which  any  exchange,
     reclassification,  or  cancellation  of issued  shares  provided for in the
     Amendment shall be effected, is as follows: (if not applicable, insert "not
     applicable" or "NA").

     Shareholders  of record on  September  20,  2004 will be issued  additional
     stock  certificates  representing  three shares for every two shares of the
     Corporation's Common Stock currently held.

4.   Complete either a or b, whichever is applicable.

     a. [ ]  Amendment(s) adopted by shareholder action.

         At the date of adoption  of the  amendment,  the number of  outstanding
         shares  of  each  voting  group  entitled  to  vote  separately  on the
         Amendment, and the vote of such shares was:

<TABLE>
<CAPTION>
                                     Number of              Number of          Number of                Number of
                                     out-                   Votes              Shares                   Undisputed*
                  Voting             standing               Entitled           Represented              Shares Voted
                  Group               Shares                to be Cast         at the meeting           For   Against
                  ------             --------               ----------         --------------           -------------
<S>               <C>                <C>                    <C>                 <C>                     <C>    <C>

</TABLE>

     b.  [X]      The  amendment(s)  was duly  adopted by the  Incorporators  or
                  board of directors  without  shareholder  approval pursuant to
                  Sections  33-6-102(d),  33-10-102  and  33-10-105  of the 1976
                  South Carolina Code as amended, and shareholder action was not
                  required.

5.   Unless a delayed date is specified, the effective date of these Articles of
     Amendments  shall be the date of acceptance  for filing by the Secretary of
     State (See Section 33-1-230(b)) September 20, 2004.

                                    PEOPLES BANCORPORATION, INC.
                                    --------------------------------------------
                                    (Name of Corporation

DATE: September 3, 2004             By: s/Riggie R. Ridgeway
      -----------------                -----------------------------------------
                                            (Signature)

                                    Riggie R. Ridgeway
                                    Chief Executive Officer
                                    --------------------------------------------
                                    (Type or Print Name and Office)

*NOTE:    Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
          state the total number of votes cast for and against the  amendment by
          each voting group entitled to vote  separately on the amendment or the
          total number of undisputed votes cast for the amendment by each voting
          group together with a statement that the number cast for the amendment
          by each voting group was sufficient for approval by that voting group.


<PAGE>

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT



TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section  33-10-106 of the 1976 South Carolina Code of Laws, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is Peoples Bancorporation, Inc.
2.   Date of Incorporation  March 6, 1992

3.   Agent's Name and Address: Robert E. Dye, 1800 E. Main St., Easley, SC

4.   On January 9, 2009, the corporation  adopted the following  Amendment(s) of
     its Articles of  Incorporation:  (Type or attach the complete  text of each
     Amendment)

     Article Four of the Articles of  Incorporation  of Peoples  Bancorporation,
Inc. is amended to read as follows:

     The corporation is authorized to issue  15,000,000  shares of Common Stock,
     $1.11 par value per share, and 15,000,000 shares of Preferred Stock.

          The relative  rights,  preferences,  and  limitations of the shares of
     each class, and of each series within a class, are as follows:

     Common Stock: The shares of common stock shall have unlimited voting rights
     and are entitled,  together  with any series of preferred  stock which also
     has such right specified, to receive the net assets of the corporation upon
     dissolution.

          Preferred  Stock:  The board of directors may  determine,  in whole or
     part, the preferences,  limitations, and relative rights (within the limits
     set forth in Section  33-6-101 of the South Carolina  Business  Corporation
     Act) of one or more series  within the class of preferred  stock before the
     issuance of any shares of that series.


5.   The  manner,  if not set forth in the  Amendment,  in which  any  exchange,
reclassification, or cancellation of issued shares provided for in the Amendment
shall be effected, is as follows: (if not applicable, insert "not applicable" or
"NA").

               NA

6.   Complete either "a" or "b," whichever is applicable.

     a.   [x]  Amendment(s) adopted by shareholder action.

               At the  date of  adoption  of the  Amendment(s),  the  number  of
               outstanding   shares  of  each  voting  group  entitled  to  vote
               separately on the Amendment(s), and vote of such shares was:

<TABLE>
<CAPTION>
                                Number of              Number of            Number of Votes         Number of Undisputed
         Voting                Outstanding           Votes Entitled         Represented at                 Shares
         Group                   Shares                to be Cast             the Meeting              For or Against
         -----                   ------                ----------             -----------              --------------
<S>     <C>                      <C>                   <C>                   <C>                     <C>        <C>

        Common Stock             7,070,139             7,070,139             5,225,713               5,096,496  124,453




</TABLE>



<PAGE>
                                               Peoples Bancorporation, Inc.
                                               ---------------------------------
                                                  Name of Corporation


        Note:  Pursuant to Section  33-10-106(6)(i),  of the 1976 South Carolina
               Code of Laws, as amended, the corporation can alternatively state
               the total  number of disputed  shares cast for the  amendment  by
               each voting group  together with a statement that the number cast
               for the  amendment  by  each  voting  group  was  sufficient  for
               approval by that voting group.


b.       [ ]   The Amendment(s)  was duly adopted by the  incorporators or board
               of directors  without  shareholder  approval pursuant to Sections
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code  of  Laws,  as  amended,  and  shareholder  action  was  not
               required.

7.   Unless a delayed dated is specified,  the effective  date of these Articles
of  Amendment  shall be the date of  acceptance  for filing by the  Secretary of
State (See  Section  33-1-230(b)  of the 1976 South  Carolina  Code of Laws,  as
amended) _______________________________________________________________________


Date January 13, 2009
     ----------------              Peoples Bancorporation, Inc.
                                   ---------------------------------------------
                                   Name of Corporation

                                   s/R. Riggie Ridgeway, Chief Executive Officer
                                   ---------------------------------------------
                                   Signature

                                   R. Riggie Ridgeway, Chief Executive Officer
                                   ---------------------------------------------
                                   Type or Print Name and Office






<PAGE>



                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT



TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section  33-10-106 of the 1976 South Carolina Code of Laws, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.       The name of the corporation is Peoples Bancorporation, Inc.

2.       Date of Incorporation: March 6, 1992

3.       Agent's Name and Address: Robert E. Dye, 1800 E. Main St., Easley, SC

4.       On April 22, 2009 , the corporation adopted the following  Amendment(s)
         of its Articles of Incorporation:  (Type or attach the complete text of
         each Amendment)




         See Annex A and Annex B attached hereto.











5. The  manner,  if not set  forth in the  Amendment,  in  which  any  exchange,
reclassification, or cancellation of issued shares provided for in the Amendment
shall be effected, is as follows: (if not applicable, insert "not applicable" or
"NA").

                                            NA

6. Complete either "a" or "b," whichever is applicable.

a. [ ] Amendment(s) adopted by shareholder action.

                           At the  date of  adoption  of the  Amendment(s),  the
                           number of  outstanding  shares of each  voting  group
                           entitled to vote separately on the Amendment(s),  and
                           vote of such shares was:

<TABLE>
<CAPTION>
                                Number of              Number of            Number of Votes         Number of Undisputed
         Voting                Outstanding           Votes Entitled         Represented at                 Shares
         Group                   Shares                to be Cast             the Meeting              For or Against
         -----                   ------                ----------             -----------              --------------
<S>     <C>                      <C>                   <C>                    <C>                      <C>     <C>

</TABLE>



<PAGE>


                                                    Peoples Bancorporation, Inc.
                                                    ----------------------------
                                                        NAME OF CORPORATION


Note:    Pursuant to Section 33-10-106(6)(i), of the 1976 South Carolina Code of
         Laws, as amended,  the  corporation can  alternatively  state the total
         number of disputed  shares cast for the  amendment by each voting group
         together  with a statement  that the number cast for the  amendment  by
         each voting group was sufficient for approval by that voting group.


b.      [X]    The Amendment(s)  was duly adopted by the  incorporators or board
               of directors  without  shareholder  approval pursuant to Sections
               33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South  Carolina
               Code  of  Laws,  as  amended,  and  shareholder  action  was  not
               required.

7. Unless a delayed dated is specified,  the effective date of these Articles of
Amendment  shall be the date of acceptance  for filing by the Secretary of State
(See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)


Date  April 22, 2009
                                   Peoples Bancorporation, Inc.
                                   ---------------------------------------------
                                   Name of Corporation

                                   s/R. Riggie Ridgeway
                                   ---------------------------------------------
                                   Signature

                                   R. Riggie  Ridgeway,  Chief Executive Officer
                                   ---------------------------------------------
                                   Type or Print Name and Office






























DOM-ARTICLES OF AMENDMENT                       FORM REVISED BY SOUTH CAROLINA
                                                SECRETARY OF STATE, JANUARY 2000


<PAGE>


                                                                         ANNEX A

                           CERTIFICATE OF DESIGNATIONS
                                       OF
            FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES T
                                       OF
                          PEOPLES BANCORPORATION, INC.

Peoples Bancorporation, Inc. a corporation organized and existing under the laws
of the State of South Carolina (the "Issuer"), in accordance with the provisions
of Sections  33-6-102 and 33-10-106 of the South Carolina  Business  Corporation
Act of 1988, as amended, does hereby certify:

The board of directors of the Issuer (the "Board of Directors") or an applicable
committee  of the  Board  of  Directors,  in  accordance  with the  articles  of
incorporation of the Issuer and applicable law, adopted the following resolution
on April 22, 2009 creating a series of 12,660  shares of Preferred  Stock of the
Issuer designated as "Fixed Rate Cumulative  Perpetual  Preferred Stock,  Series
T."

RESOLVED,  that pursuant to the provisions of the articles of  incorporation  of
the Issuer and  applicable  law, a series of Preferred  Stock,  no par value per
share,  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,  Series T" (the "Designated  Preferred Stock").  The authorized number of
shares of Designated Preferred Stock shall be 12,660.

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 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 Schedule A hereto) as defined
below:

(a)  "Common  Stock"  means the common  stock,  no par value per  share,  of the
Issuer.

(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  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.

                                       1                       UST Seq. No. 921

<PAGE>

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

(e) "Minimum Amount" means $3,165,000.

(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 Issuer's  Fixed Rate  Cumulative  Perpetual  Preferred  Stock,
Series W.

(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                       UST Seq. No. 921
<PAGE>




                                                                      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:

         (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 Issuer 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 Issuer'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  Issuer,  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  Issuer'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).



                                       3                       UST Seq. No. 921
<PAGE>


         (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 Issuer, including the Designated Preferred Stock.

         (n) "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).

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

         (p)  "Successor  Preferred  Stock" has the meaning set forth in Section
5(a).

         (q) "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


                                       4                       UST Seq. No. 921
<PAGE>

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  on 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 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 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.

                                       5                       UST Seq. No. 921
<PAGE>

         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.

         (a)  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").

         (b) 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


                                       6                       UST Seq. No. 921
<PAGE>

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 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, the 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 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 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  therefor,  the
shares of Designated Preferred Stock at the time outstanding,  upon notice given
as provided in Section 5(c) below, at a redemption price equal to the sum of (i)
the  Liquidation  Amount per share and (ii) except as otherwise  provided below,
any  accrued  and unpaid  dividends  (including,  if  applicable  as provided in
Section  3(a)  above,  dividends  on such  amount)  (regardless  of whether  any
dividends  are  actually  declared)  to,  but  excluding,  the  date  fixed  for
redemption.

         Notwithstanding the foregoing, prior to the first Dividend Payment Date
falling  on or after the third  anniversary  of the  Original  Issue  Date,  the
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, 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


                                       7                       UST Seq. No. 921
<PAGE>

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.

         (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 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.

         (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


                                       8                       UST Seq. No. 921
<PAGE>

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.   The  provisions  of  this  Section  are
supplemental  to other  provisions  of the  Charter  and,  to the  extent of any
inconsistency with other provisions of the Charter or the bylaws, the provisions
of this Section control.

         (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  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


                                       9                       UST Seq. No. 921
<PAGE>

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


                                       10                       UST Seq. No. 921
<PAGE>

         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.

         (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.

         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.

                                       11                       UST Seq. No. 921
<PAGE>

         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.

                                * * * * * * * * *

                                       12                       UST Seq. No. 921
<PAGE>


                                                                         ANNEX B

                           CERTIFICATE OF DESIGNATIONS
                                       OF
            FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES W
                                       OF
                          PEOPLES BANCORPORATION, INC.

Peoples Bancorporation, Inc. a corporation organized and existing under the laws
of the State of South Carolina (the "Issuer"), in accordance with the provisions
of Sections  33-6-102 and 33-10-106 of the South Carolina  Business  Corporation
Act of 1988, as amended, does hereby certify:

The board of directors of the Issuer (the "Board of Directors") or an applicable
committee  of the  Board  of  Directors,  in  accordance  with the  articles  of
incorporation of the Issuer and applicable law, adopted the following resolution
on April 22,  2009  creating  a series of 634 shares of  Preferred  Stock of the
Issuer designated as "Fixed Rate Cumulative  Perpetual  Preferred Stock,  Series
W."

RESOLVED,  that pursuant to the provisions of the articles of  incorporation  of
the Issuer and  applicable  law, a series of Preferred  Stock,  no par value per
share,  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,  Series W" (the "Designated  Preferred Stock").  The authorized number of
shares of Designated Preferred Stock shall be 634.

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 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 Schedule A hereto) as defined
below:

(a)  "Common  Stock"  means the common  stock,  no par value per  share,  of the
Issuer.

(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  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.

                                       1                        UST Seq. No. 921
<PAGE>

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

(e) "Minimum Amount" means $158,250.

(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 Issuer's 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, Series T.

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                        UST Seq. No. 921
<PAGE>




                                                                      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:

         (a) "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.

         (b) "Business  Combination"  means a merger,  consolidation,  statutory
share exchange or similar transaction that requires the approval of the Issuer's
stockholders.

         (c) "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.

         (e) "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.

         (f)   "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).




                                       3                        UST Seq. No. 921
<PAGE>



         (j) "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).

         (l)  "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


                                       4                        UST Seq. No. 921
<PAGE>

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  on 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 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 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.



                                       5                        UST Seq. No. 921
<PAGE>

         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.

         (a)  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").

         (b) 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


                                       6                        UST Seq. No. 921
<PAGE>

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 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, the 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) the 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  therefor,  the shares of
Designated  Preferred  Stock  at the  time  outstanding,  upon  notice  given as
provided in Section 5(c) below,  at a  redemption  price equal to the sum of (i)
the  Liquidation  Amount per share and (ii) except as otherwise  provided below,
any  accrued  and unpaid  dividends  (including,  if  applicable  as provided in
Section  3(a)  above,  dividends  on such  amount)  (regardless  of whether  any
dividends  are  actually  declared)  to,  but  excluding,  the  date  fixed  for
redemption.

         Notwithstanding the foregoing, prior to the first Dividend Payment Date
falling  on or after the third  anniversary  of the  Original  Issue  Date,  the
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


                                       7                        UST Seq. No. 921
<PAGE>

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.

         (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 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.

         (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


                                       8                        UST Seq. No. 921
<PAGE>

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 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.   The  provisions  of  this  Section  are
supplemental  to other  provisions  of the  Charter  and,  to the  extent of any
inconsistency with other provisions of the Charter or the bylaws, the provisions
of this Section control.

         (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  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


                                       9                        UST Seq. No. 921
<PAGE>

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


                                       10                       UST Seq. No. 921
<PAGE>

         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.

         (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.

         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


                                       11                       UST Seq. No. 921
<PAGE>

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.

                                * * * * * * * * *


                                       12                       UST Seq. No. 921