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