EXHIBIT
3.1(iii)




CARROLLTON
BANCORP


ARTICLES
SUPPLEMENTARY




9,201
SHARES OF


FIXED
RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A




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




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




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




Part
1.                      Designation and Number of
Shares.  There is hereby created out of the authorized and
unissued shares of capital stock of the Corporation a series of preferred stock
designated as the “Fixed Rate Cumulative Perpetual Preferred Stock, Series A”
(the “Designated
Preferred Stock”).  The authorized number of shares of
Designated Preferred Stock shall be 9,201.




Part
2.                      Standard
Provisions.  The Standard Provisions contained in Annex A
attached hereto are incorporated herein by reference in their entirety and shall
be deemed to be a part of these Articles Supplementary to the same extent as if
such provisions had been set forth in full herein.




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




(a)           “Common Stock” means
the common stock, par value $1.00 per share, of the Corporation.




(b)           “Dividend Payment
Date” means February 15, May 15, August 15 and November 15 of each
year.









(c)           
“Junior Stock”
means the Common Stock, and any other class or series of stock of the
Corporation the terms of which expressly provide that it ranks junior to
Designated Preferred Stock as to dividend rights and/or as to rights on
liquidation, dissolution or winding up of the Corporation.




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




(e)           
“Minimum
Amount” means $2,300,250.




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




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




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




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




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




FIFTH:      The
undersigned President and Chief Executive Officer of the Corporation
acknowledges these Articles Supplementary to be the act of the Corporation and,
as to all matters or facts required to be verified under oath, the undersigned
President and Chief Executive Officer acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties for
perjury.




2






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




ATTEST:
              CARROLLTON
    BANCORP/s/
      Allyson Cwiek
              By: /s/
      Robert A. AltieriAllyson
    Cwiek
              Robert
      A. AltieriSecretary
              President
      and Chief Executive Officer
  3
  ANNEX
A




STANDARD
PROVISIONS




Section
1.                      General
Matters.  Each share of Designated Preferred Stock shall be
identical in all respects to every other share of Designated Preferred
Stock.  The Designated Preferred Stock shall be perpetual, subject to
the provisions of Section 5 of these Standard Provisions that form a part of the
Certificate of Designations.  The Designated Preferred Stock shall
rank equally with Parity Stock and shall rank senior to Junior Stock with
respect to the payment of dividends and the distribution of assets in the event
of any dissolution, liquidation or winding up of the Corporation.




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




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




(b)           “Appropriate Federal Banking
Agency” means the “appropriate Federal banking agency” with respect to
the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act
(12 U.S.C. Section 1813(q)), or any successor provision.




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




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




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




(f)           “Certificate of
Designations” means the Certificate of Designations or comparable
instrument relating to the Designated Preferred Stock, of which these Standard
Provisions form a part, as it may be amended from time to time.




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




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




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




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




A-1




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




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




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




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




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




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




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




(r)           “Voting Parity Stock”
means, with regard to any matter as to which the holders of Designated Preferred
Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these
Standard Provisions that form a part of the Certificate of Designations, any and
all series of Parity Stock upon which like voting rights have been conferred and
are exercisable with respect to such matter.




Section
3.                      Dividends.




(a)           Rate.  Holders
of Designated Preferred Stock shall be entitled to receive, on each share of
Designated Preferred Stock if, as and when declared by the Board of Directors or
any duly authorized committee of the Board of Directors, but only out of assets
legally available therefor, cumulative cash dividends with respect to each
Dividend Period (as defined below) at a rate per annum equal to the Applicable
Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred
Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend
Period on such share of Designated Preferred Stock, if any.  Such
dividends shall begin to accrue and be cumulative from the Original Issue Date,
shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall
accrue on other dividends unless and until the first Dividend Payment Date for
such other dividends has passed without such other dividends having been paid on
such date) and shall be payable quarterly in arrears on each Dividend Payment
Date, commencing with the first such Dividend Payment Date to occur at least 20
calendar days after the Original Issue Date.  In the event that any
Dividend Payment Date would otherwise fall on a day that is not a Business Day,
the dividend payment due on that date will be postponed to the next day that is
a Business Day and no additional dividends will accrue as a result of that
postponement.  The period from and including any Dividend Payment Date
to, but


A-2


excluding,
the next Dividend Payment Date is a “Dividend Period”,
provided that the initial Dividend Period shall be the period from and including
the Original Issue Date to, but excluding, the next Dividend Payment
Date.




Dividends
that are payable on Designated Preferred Stock in respect of any Dividend Period
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.  The amount of dividends payable on Designated Preferred Stock
on any date prior to the end of a Dividend Period, and for the initial Dividend
Period, shall be computed on the basis of a 360-day year consisting of twelve
30-day months, and actual days elapsed over a 30-day month.




Dividends
that are payable on Designated Preferred Stock on any Dividend Payment Date will
be payable to holders of record of Designated Preferred Stock as they appear on
the stock register of the Corporation on the applicable record date, which shall
be the 15th calendar day immediately preceding such Dividend Payment Date or
such other record date fixed by the Board of Directors or any duly authorized
committee of the Board of Directors that is not more than 60 nor less than 10
days prior to such Dividend Payment Date (each, a “Dividend Record
Date”).  Any such day that is a Dividend Record Date shall be a
Dividend Record Date whether or not such day is a Business Day.




Holders
of Designated Preferred Stock shall not be entitled to any dividends, whether
payable in cash, securities or other property, other than dividends (if any)
declared and payable on Designated Preferred Stock as specified in this Section
3 (subject to the other provisions of the Certificate of
Designations).




(b)           Priority of
Dividends.  So long as any share of Designated Preferred Stock
remains outstanding, no dividend or distribution shall be declared or paid on
the Common Stock or any other shares of Junior Stock (other than dividends
payable solely in shares of Common Stock) or Parity Stock, subject to the
immediately following paragraph in the case of Parity Stock, and no Common
Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased,
redeemed or otherwise acquired for consideration by the Corporation or any of
its subsidiaries unless all accrued and unpaid dividends for all past Dividend
Periods, including the latest completed Dividend Period (including, if
applicable as provided in Section 3(a) above, dividends on such amount), on all
outstanding shares of Designated Preferred Stock have been or are
contemporaneously declared and paid in full (or have been declared and a sum
sufficient for the payment thereof has been set aside for the benefit of the
holders of shares of Designated Preferred Stock on the applicable record
date).  The foregoing limitation shall not apply to (i) redemptions,
purchases or other acquisitions of shares of Common Stock or other Junior Stock
in connection with the administration of any employee benefit plan in the
ordinary course of business (including purchases to offset the Share Dilution
Amount (as defined below) pursuant to a publicly announced repurchase plan) and
consistent with past practice, providedthat any purchases
to offset the Share Dilution Amount shall in no event exceed the Share Dilution
Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of
the Corporation solely for the purpose of market-making, stabilization or
customer facilitation transactions in Junior Stock or Parity Stock in the
ordinary course of its business; (iii) purchases by a broker-dealer subsidiary
of the Corporation of capital stock of the Corporation for resale pursuant to an
offering by the Corporation of such capital stock underwritten by such
broker-dealer subsidiary; (iv) any dividends or distributions of rights or
Junior Stock in connection with a stockholders’


A-3


rights
plan or any redemption or repurchase of rights pursuant to any stockholders’
rights plan; (v) the acquisition by the Corporation or any of its subsidiaries
of record ownership in Junior Stock or Parity Stock for the beneficial ownership
of any other persons (other than the Corporation or any of its subsidiaries),
including as trustees or custodians; and (vi) the exchange or conversion of
Junior Stock for or into other Junior Stock or of Parity Stock for or into other
Parity Stock (with the same or lesser aggregate liquidation amount) or Junior
Stock, in each case, solely to the extent required pursuant to binding
contractual agreements entered into prior to the Signing Date or any subsequent
agreement for the accelerated exercise, settlement or exchange thereof for
Common Stock.  “Share Dilution
Amount” means the increase in the number of diluted shares outstanding
(determined in accordance with generally accepted accounting principles in the
United States, and as measured from the date of the Corporation’s consolidated
financial statements most recently filed with the Securities and Exchange
Commission prior to the Original Issue Date) resulting from the grant, vesting
or exercise of equity-based compensation to employees and equitably adjusted for
any stock split, stock dividend, reverse stock split, reclassification or
similar transaction.




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
rataso that the respective amounts of such dividends declared shall bear
the same ratio to each other as all accrued and unpaid dividends per share on
the shares of Designated Preferred Stock (including, if applicable as provided
in Section 3(a) above, dividends on such amount) and all Parity Stock payable on
such Dividend Payment Date (or, in the case of Parity Stock having dividend
payment dates different from the Dividend Payment Dates, on a dividend payment
date falling within the Dividend Period related to such Dividend Payment Date)
(subject to their having been declared by the Board of Directors or a duly
authorized committee of the Board of Directors out of legally available funds
and including, in the case of Parity Stock that bears cumulative dividends, all
accrued but unpaid dividends) bear to each other.  If the Board of
Directors or a duly authorized committee of the Board of Directors determines
not to pay any dividend or a full dividend on a Dividend Payment Date, the
Corporation will provide written notice to the holders of Designated Preferred
Stock prior to such Dividend Payment Date.




Subject
to the foregoing, and not otherwise, such dividends (payable in cash, securities
or other property) as may be determined by the Board of Directors or any duly
authorized committee of the Board of Directors may be declared and paid on any
securities, including Common Stock and other Junior Stock, from time to time out
of any funds legally available for such payment, and holders of Designated
Preferred Stock shall not be entitled to participate in any such
dividends.




A-4




Section
4.                      Liquidation
Rights.




(a)           Voluntary or Involuntary
Liquidation.  In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
holders of Designated Preferred Stock shall be entitled to receive for each
share of Designated Preferred Stock, out of the assets of the Corporation or
proceeds thereof (whether capital or surplus) available for distribution to
stockholders of the Corporation, subject to the rights of any creditors of the
Corporation, before any distribution of such assets or proceeds is made to or
set aside for the holders of Common Stock and any other stock of the Corporation
ranking junior to Designated Preferred Stock as to such distribution, payment in
full in an amount equal to the sum of (i) the Liquidation Amount per share and
(ii) the amount of any accrued and unpaid dividends (including, if applicable as
provided in Section 3(a) above, dividends on such amount), whether or not
declared, to the date of payment (such amounts collectively, the “Liquidation
Preference”).




(b)           Partial
Payment.  If in any distribution described in Section 4(a)
above the assets of the Corporation or proceeds thereof are not sufficient to
pay in full the amounts payable with respect to all outstanding shares of
Designated Preferred Stock and the corresponding amounts payable with respect of
any other stock of the Corporation ranking equally with Designated Preferred
Stock as to such distribution, holders of Designated Preferred Stock and the
holders of such other stock shall share ratably in any such distribution in
proportion to the full respective distributions to which they are
entitled.




(c)           Residual
Distributions.  If the Liquidation Preference has been paid in
full to all holders of Designated Preferred Stock and the corresponding amounts
payable with respect of any other stock of the Corporation ranking equally with
Designated Preferred Stock as to such distribution has been paid in full, the
holders of other stock of the Corporation shall be entitled to receive all
remaining assets of the Corporation (or proceeds thereof) according to their
respective rights and preferences.




(d)           Merger, Consolidation and
Sale of Assets Not Liquidation.  For purposes of this Section
4, the merger or consolidation of the Corporation with any other corporation or
other entity, including a merger or consolidation in which the holders of
Designated Preferred Stock receive cash, securities or other property for their
shares, or the sale, lease or exchange (for cash, securities or other property)
of all or substantially all of the assets of the Corporation, shall not
constitute a liquidation, dissolution or winding up of the
Corporation.




Section
5.                      Redemption.




(a)           Optional
Redemption.  Except as provided below, the Designated Preferred
Stock may not be redeemed prior to the first Dividend Payment Date falling on or
after the third anniversary of the Original Issue Date.  On or after
the first Dividend Payment Date falling on or after the third anniversary of the
Original Issue Date, the Corporation, at its option, subject to the approval of
the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any
time and from time to time, out of funds legally available therefor, the shares
of Designated Preferred Stock at the time outstanding, upon notice given as
provided in Section 5(c) below, at a redemption price equal to the sum of (i)
the Liquidation Amount per share and (ii) except as


A-5


otherwise
provided below, any accrued and unpaid dividends (including, if applicable as
provided in Section 3(a) above, dividends on such amount) (regardless of whether
any dividends are actually declared) to, but excluding, the date fixed for
redemption.




Notwithstanding
the foregoing, prior to the first Dividend Payment Date falling on or after the
third anniversary of the Original Issue Date, the Corporation, at its option,
subject to the approval of the Appropriate Federal Banking Agency, may redeem,
in whole or in part, at any time and from time to time, the shares of Designated
Preferred Stock at the time outstanding, upon notice given as provided in
Section 5(c) below, at a redemption price equal to the sum of (i) the
Liquidation Amount per share and (ii) except as otherwise provided below, any
accrued and unpaid dividends (including, if applicable as provided in Section
3(a) above, dividends on such amount) (regardless of whether any dividends are
actually declared) to, but excluding, the date fixed for redemption; providedthat (x) the
Corporation (or any successor by Business Combination) has received aggregate
gross proceeds of not less than the Minimum Amount (plus the “Minimum Amount” as
defined in the relevant certificate of designations for each other outstanding
series of preferred stock of such successor that was originally issued to the
United States Department of the Treasury (the “Successor Preferred
Stock”) in connection with the Troubled Asset Relief Program Capital
Purchase Program) from one or more Qualified Equity Offerings (including
Qualified Equity Offerings of such successor), and (y) the aggregate redemption
price of the Designated Preferred Stock (and any Successor Preferred Stock)
redeemed pursuant to this paragraph may not exceed the aggregate net cash
proceeds received by the Corporation (or any successor by Business Combination)
from such Qualified Equity Offerings (including Qualified Equity Offerings of
such successor).




The
redemption price for any shares of Designated Preferred Stock shall be payable
on the redemption date to the holder of such shares against surrender of the
certificate(s) evidencing such shares to the Corporation or its
agent.  Any declared but unpaid dividends payable on a redemption date
that occurs subsequent to the Dividend Record Date for a Dividend Period shall
not be paid to the holder entitled to receive the redemption price on the
redemption date, but rather shall be paid to the holder of record of the
redeemed shares on such Dividend Record Date relating to the Dividend Payment
Date as provided in Section 3 above.




(b)           No Sinking
Fund.  The Designated Preferred Stock will not be subject to
any mandatory redemption, sinking fund or other similar
provisions.  Holders of Designated Preferred Stock will have no right
to require redemption or repurchase of any shares of Designated Preferred
Stock.




(c)           Notice of
Redemption.  Notice of every redemption of shares of Designated
Preferred Stock shall be given by first class mail, postage prepaid, addressed
to the holders of record of the shares to be redeemed at their respective last
addresses appearing on the books of the Corporation.  Such mailing
shall be at least 30 days and not more than 60 days before the date fixed for
redemption.  Any notice mailed as provided in this Subsection shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice, but failure duly to give such notice by mail, or any
defect in such notice or in the mailing thereof, to any holder of shares of
Designated Preferred Stock designated for redemption shall not affect the
validity of the proceedings for the redemption of any other shares of Designated
Preferred Stock.  Notwithstanding the foregoing, if shares of
Designated Preferred Stock are issued in


A-6


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
rataor in such other manner as the Board of Directors or a duly
authorized committee thereof may determine to be fair and
equitable.  Subject to the provisions hereof, the Board of Directors
or a duly authorized committee thereof shall have full power and authority to
prescribe the terms and conditions upon which shares of Designated Preferred
Stock shall be redeemed from time to time.  If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without charge to the holder
thereof.




(e)           Effectiveness of
Redemption.  If notice of redemption has been duly given and if
on or before the redemption date specified in the notice all funds necessary for
the redemption have been deposited by the Corporation, in trust for the pro ratabenefit of the
holders of the shares called for redemption, with a bank or trust company doing
business in the Borough of Manhattan, The City of New York, and having a capital
and surplus of at least $500 million and selected by the Board of Directors, so
as to be and continue to be available solely therefor, then, notwithstanding
that any certificate for any share so called for redemption has not been
surrendered for cancellation, on and after the redemption date dividends shall
cease to accrue on all shares so called for redemption, all shares so called for
redemption shall no longer be deemed outstanding and all rights with respect to
such shares shall forthwith on such redemption date cease and terminate, except
only the right of the holders thereof to receive the amount payable on such
redemption from such bank or trust company, without interest.  Any
funds unclaimed at the end of three years from the redemption date shall, to the
extent permitted by law, be released to the Corporation, after which time the
holders of the shares so called for redemption shall look only to the
Corporation for payment of the redemption price of such shares.




(f)           Status of Redeemed
Shares.  Shares of Designated Preferred Stock that are
redeemed, repurchased or otherwise acquired by the Corporation shall revert to
authorized but unissued shares of Preferred Stock (providedthat any such
cancelled shares of Designated Preferred Stock may be reissued only as shares of
any series of Preferred Stock other than Designated Preferred
Stock).




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




Section
7.                      Voting
Rights.




(a)           General.  The
holders of Designated Preferred Stock shall not have any voting rights except as
set forth below or as otherwise from time to time required by law.




A-7




(b)           Preferred Stock
Directors.  Whenever, at any time or times, dividends payable
on the shares of Designated Preferred Stock have not been paid for an aggregate
of six quarterly Dividend Periods or more, whether or not consecutive, the
authorized number of directors of the Corporation shall automatically be
increased by two and the holders of the Designated Preferred Stock shall have
the right, with holders of shares of any one or more other classes or series of
Voting Parity Stock outstanding at the time, voting together as a class, to
elect two directors (hereinafter the “Preferred
Directors”and
each a “Preferred
Director”) to
fill such newly created directorships at the Corporation’s next annual meeting
of stockholders (or at a special meeting called for that purpose prior to such
next annual meeting) and at each subsequent annual meeting of stockholders until
all accrued and unpaid dividends for all past Dividend Periods, including the
latest completed Dividend Period (including, if applicable as provided in
Section 3(a) above, dividends on such amount), on all outstanding shares of
Designated Preferred Stock have been declared and paid in full at which time
such right shall terminate with respect to the Designated Preferred Stock,
except as herein or by law expressly provided, subject to revesting in the event
of each and every subsequent default of the character above mentioned; providedthat it shall be a
qualification for election for any Preferred Director that the election of such
Preferred Director shall not cause the Corporation to violate any corporate
governance requirements of any securities exchange or other trading facility on
which securities of the Corporation may then be listed or traded that listed or
traded companies must have a majority of independent directors.  Upon
any termination of the right of the holders of shares of Designated Preferred
Stock and Voting Parity Stock as a class to vote for directors as provided
above, the Preferred Directors shall cease to be qualified as directors, the
term of office of all Preferred Directors then in office shall terminate
immediately and the authorized number of directors shall be reduced by the
number of Preferred Directors elected pursuant hereto.  Any Preferred
Director may be removed at any time, with or without cause, and any vacancy
created thereby may be filled, only by the affirmative vote of the holders a
majority of the shares of Designated Preferred Stock at the time outstanding
voting separately as a class together with the holders of shares of Voting
Parity Stock, to the extent the voting rights of such holders described above
are then exercisable.  If the office of any Preferred Director becomes
vacant for any reason other than removal from office as aforesaid, the remaining
Preferred Director may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred.




(c)           Class Voting Rights as to
Particular Matters.  So long as any shares of Designated
Preferred Stock are outstanding, in addition to any other vote or consent of
stockholders required by law or by the Charter, the vote or consent of the
holders of at least 66 2/3% of the shares of Designated Preferred Stock at the
time outstanding, voting as a separate class, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be necessary for effecting or validating:




(i)           Authorization of Senior
Stock.  Any amendment or alteration of the Certificate of
Designations for the Designated Preferred Stock or the Charter to authorize or
create or increase the authorized amount of, or any issuance of, any shares of,
or any securities convertible into or exchangeable or exercisable for shares of,
any class or series of capital stock of the Corporation ranking senior to
Designated Preferred Stock with respect to either or both the payment of
dividends and/or the distribution of assets on any liquidation, dissolution or
winding up of the Corporation;




A-8




(ii)           Amendment of Designated
Preferred Stock.  Any amendment, alteration or repeal of any
provision of the Certificate of Designations for the Designated Preferred Stock
or the Charter (including, unless no vote on such merger or consolidation is
required by Section 7(c)(iii) below, any amendment, alteration or repeal by
means of a merger, consolidation or otherwise) so as to adversely affect the
rights, preferences, privileges or voting powers of the Designated Preferred
Stock; or




(iii)           Share Exchanges,
Reclassifications, Mergers and Consolidations.  Any
consummation of a binding share exchange or reclassification involving the
Designated Preferred Stock, or of a merger or consolidation of the Corporation
with another corporation or other entity, unless in each case (x) the shares of
Designated Preferred Stock remain outstanding or, in the case of any such merger
or consolidation with respect to which the Corporation is not the surviving or
resulting entity, are converted into or exchanged for preference securities of
the surviving or resulting entity or its ultimate parent, and (y) such shares
remaining outstanding or such preference securities, as the case may be, have
such rights, preferences, privileges and voting powers, and limitations and
restrictions thereof, taken as a whole, as are not materially less favorable to
the holders thereof than the rights, preferences, privileges and voting powers,
and limitations and restrictions thereof, of Designated Preferred Stock
immediately prior to such consummation, taken as a whole;




provided, however, that for all
purposes of this Section 7(c), any increase in the amount of the authorized
Preferred Stock, including any increase in the authorized amount of Designated
Preferred Stock necessary to satisfy preemptive or similar rights granted by the
Corporation to other persons prior to the Signing Date, or the creation and
issuance, or an increase in the authorized or issued amount, whether pursuant to
preemptive or similar rights or otherwise, of any other series of Preferred
Stock, or any securities convertible into or exchangeable or exercisable for any
other series of Preferred Stock, ranking equally with and/or junior to
Designated Preferred Stock with respect to the payment of dividends (whether
such dividends are cumulative or non-cumulative) and the distribution of assets
upon liquidation, dissolution or winding up of the Corporation will not be
deemed to adversely affect the rights, preferences, privileges or voting powers,
and shall not require the affirmative vote or consent of, the holders of
outstanding shares of the Designated Preferred Stock.




(d)           Changes after Provision for
Redemption.  No vote or consent of the holders of Designated
Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior
to the time when any such vote or consent would otherwise be required pursuant
to such Section, all outstanding shares of the Designated Preferred Stock shall
have been redeemed, or shall have been called for redemption upon proper notice
and sufficient funds shall have been deposited in trust for such redemption, in
each case pursuant to Section 5 above.




(e)           Procedures for Voting and
Consents.  The rules and procedures for calling and conducting
any meeting of the holders of Designated Preferred Stock (including, without
limitation, the fixing of a record date in connection therewith), the
solicitation and use of proxies at such a meeting, the obtaining of written
consents and any other aspect or matter with regard to such a meeting or such
consents shall be governed by any rules of the Board of Directors or any duly
authorized committee of the Board of Directors, in its discretion, may adopt
from time to


A-9


time,
which rules and procedures shall conform to the requirements of the Charter, the
Bylaws, and applicable law and the rules of any national securities exchange or
other trading facility on which Designated Preferred Stock is listed or traded
at the time.




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




Section
9.                      Notices.  All
notices or communications in respect of Designated Preferred Stock shall be
sufficiently given if given in writing and delivered in person or by first class
mail, postage prepaid, or if given in such other manner as may be permitted in
this Certificate of Designations, in the Charter or Bylaws or by applicable
law.  Notwithstanding the foregoing, if shares of Designated Preferred
Stock are issued in book-entry form through The Depository Trust Company or any
similar facility, such notices may be given to the holders of Designated
Preferred Stock in any manner permitted by such facility.




Section
10.                                No Preemptive
Rights.  No share of Designated Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Corporation, or any
warrants, rights or options issued or granted with respect thereto, regardless
of how such securities, or such warrants, rights or options, may be designated,
issued or granted.




Section
11.                                Replacement
Certificates.  The Corporation shall replace any mutilated
certificate at the holder’s expense upon surrender of that certificate to the
Corporation.  The Corporation shall replace certificates that become
destroyed, stolen or lost at the holder’s expense upon delivery to the
Corporation of reasonably satisfactory evidence that the certificate has been
destroyed, stolen or lost, together with any indemnity that may be reasonably
required by the Corporation.




Section
12.                                Other
Rights.  The shares of Designated Preferred Stock shall not
have any rights, preferences, privileges or voting powers or relative,
participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, other than as set forth herein or in the Charter or as
provided by applicable law.