Common use of Designation and Rank Clause in Contracts

Designation and Rank. There is hereby established a series of shares of preferred stock, which series of preferred stock shall be designated as the "Noncumulative Convertible Preferred Stock, Series A" (the "Series A Preferred Stock"). The ------------------------ authorized number of shares of Series A Preferred Stock shall be 5,000,000. Each share of Series A Preferred Stock shall have a par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter provided. The Series A Preferred Stock shall be superior and prior in rank to all classes of common stock of the Company (collectively, the "Common Stock") ------------ and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding other than the Series A Preferred Stock and any other class or series of equity securities of the Company that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series A Preferred Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Company. The Series A Preferred Stock shall be junior to all creditors of the Company. The Common Stock and all other classes and series of equity securities of the Company that do not constitute Parity Stock or Senior Stock are collectively referred to herein as "Junior Stock." There shall be no limitation ------------ on the number of shares, series or classes of Parity Stock and Junior Stock that may be created or established. The number of shares of Series A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no decrease effected -------- solely through such action of the board of directors shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company that are convertible into shares of Series A Preferred Stock.

Designation and Rank. There is hereby established a (a) The designation of such series of shares of preferred stock, which series of preferred stock the Preferred Stock shall be designated as the "Noncumulative Series C-1 Convertible Preferred Stock, Series A" par value $0.01 per share (the "“Series A Preferred Stock"C-1 Preferred”). The ------------------------ authorized number of maximum numberof shares of Series A C- 1 Preferred Stock shall be 5,000,000. Each share of Series A Preferred Stock shall have a par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter providedOne Thousand (1,000) shares. The Series C-1 Preferred shall rank senior to the Company’s common stock, par value $0.01 per share (the “Common Stock”), Series A Convertible Preferred Stock shall be superior and prior (the “Series A Preferred”), Series A-1 Convertible Preferred Stock (“Series A-1 Preferred”), and,except as provided in rank to all classes of common stock of the Company (collectivelySection 1(b) below, the "Common Stock") ------------ and to all toall other classes and series of equity securities ofthe Company which by their terms donot expressly provide that such equity securities ranksenior to or on parity withthe Series C-1 Preferred (collectively, “Junior Stock”). The Series C-1 Preferred shall rank pari-passu to the Company’s Series C Convertible Preferred Stock (“Series C Preferred”). (b) The Series C-1 Preferred shall rank junior to (i) the Company’s Series B Convertible Redeemable Preferred Stock (“Series B Preferred”) solely with respect to (y) dividend rights of the Series B Preferred on the terms expressly provided in paragraph i of Section 4(d) of the Certificate of Incorporation as in effect as of the Issuance Date (as defined below) and (z) distribution rights of the Series B Preferred upon a liquidation, dissolution or winding up provided in paragraph ii of Section 4(d) of the Certificate of Incorporation as in effect as of the Issuance Date;provided, however, that nothing in the Series B Preferred shall have any effect on the rights of the Series C-1 Preferred with respect to rights on redemption or conversion; and (ii) all indebtedness of the Company now or hereafter authorized, issued or outstanding other than outstanding. The date of original issuance of the Series A C-1 Preferred Stock and any other class or series of equity securities of the Company that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series A Preferred Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Company. The Series A Preferred Stock shall be junior to all creditors of the Company. The Common Stock and all other classes and series of equity securities of the Company that do not constitute Parity Stock or Senior Stock are collectively referred to herein as "Junior Stockthe “Issuance Date”." There shall be no limitation ------------ on the number of shares, series or classes of Parity Stock and Junior Stock that may be created or established. The number of shares of Series A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no decrease effected -------- solely through such action of the board of directors shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company that are convertible into shares of Series A Preferred Stock.

Designation and Rank. There is hereby established a series The designation of shares such class of preferred stock, which series of preferred stock Preferred Stock authorized by this resolution shall be designated as the "Noncumulative Convertible 8.60% Series C Cumulative Redeemable Preferred Stock, Series A" Stock (the "Series A C Preferred Stock"). The ------------------------ authorized maximum number of shares of Series A C Preferred Stock shall be 5,000,000forty thousand (40,000). Each share Shares of the Series A C Preferred Stock shall have a liquidation preference of $2,500.00 per share (the "Liquidation Preference"). The Series C Preferred Stock shall rank senior to the Company's common stock, par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter provided. The Series A Preferred Stock shall be superior and prior in rank to all classes of common stock of the Company (collectively, the "Common Stock") ------------ ), and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding (the Common Stock and such other classes and series of equity securities collectively may be referred to herein as the "Junior Stock"), other than the Series A Preferred Parity Stock and (as defined below) or any other class classes or series of equity securities of the Company that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series A C Preferred Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Company; provided, however, that with respect to any Senior Stock, the Company has satisfied the provisions of Section 4(c) hereof. The Series A C Preferred Stock shall be junior to all creditors of rank on a parity with the Company. The Common Stock 's 7O% Series A Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"), and the Company's 8.70% Series B Cumulative Redeemable Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock"), and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding, the terms of which specifically provide that do not constitute Parity such equity securities rank on a parity with the Series C Preferred Stock with respect to dividend rights and rights upon liquidation, dissolution or Senior winding up of the Company (the Series A Preferred Stock, the Series B Preferred Stock are and such other classes and series of equity securities ranking on a parity with the Series C Preferred Stock collectively may be referred to herein as "Junior Parity Stock." There "). The Series C Preferred Stock shall be no limitation ------------ on junior to all outstanding debt of the number of shares, series or classes Company. The Series C Preferred Stock shall be subject to creation of Parity Stock and Junior Stock that may be created or establishedto the extent not expressly prohibited by the Charter. The number Series C Preferred Stock shall be considered a class of shares stock of the Company which is separate from each of the Company's Common Stock, Series A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no decrease effected -------- solely through such action of the board of directors shall reduce the number of shares of and Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company that are convertible into shares of Series A B Preferred Stock.

Designation and Rank. There is hereby established a series of shares of preferred stock, which series of preferred stock shall be designated as the "Noncumulative Convertible Preferred Stock, Series 1997-A" (the "Series 1997-A Preferred Stock"). The ------------------------ ----------------------------- authorized number of shares of Series 1997-A Preferred Stock shall be 5,000,000. Each share of Series 1997-A Preferred Stock shall have a par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter provided. The Series 1997-A Preferred Stock shall be superior and prior in rank to all classes of common stock of the Company savings bank (collectively, the "Common ------ Stock") ------------ and to all other classes and series of equity securities of the Company savings ----- bank now or hereafter authorized, issued or outstanding other than the Series 1997-A Preferred Stock and any other class or series of equity securities of the Company savings bank that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series 1997-A Preferred ------------- ------------ Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Companysavings bank. The Series 1997-A Preferred Stock shall be junior to all creditors of the Companysavings bank, including savings bank depositors. The Common Stock and all other classes and series of equity securities of the Company savings bank that do not constitute Parity Stock or Senior Stock are collectively referred to herein as "Junior Stock." There shall be no ------------- limitation ------------ on the number of shares, series or classes of Parity Stock and Junior Stock that may be created or established. The number of shares of Series 1997-A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no decrease -------- effected -------- solely through such action of the board of directors shall reduce the number of shares of Series 1997-A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series 1997-A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company savings bank that are convertible into shares of Series 1997-A Preferred Stock.

Designation and Rank. There is hereby established a series of shares of preferred stock, which series of preferred stock shall be designated as the "Noncumulative Convertible Preferred Stock, Series 1997-A" (the "Series 1997-A Preferred Stock"). The ------------------------ ----------------------------- authorized number of shares of Series 1997-A Preferred Stock shall be 5,000,000. Each share of Series 1997-A Preferred Stock shall have a par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter provided. The Series 1997-A Preferred Stock shall be superior and prior in rank to all classes of common stock of the Company savings bank (collectively, the "Common Stock") ------------ and to all other classes and series of equity securities of the Company ------------ savings bank now or hereafter authorized, issued or outstanding other than the Series 1997-A Preferred Stock and any other class or series of equity securities of the Company savings bank that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series ------------ ------------ 1997-A Preferred Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Companysavings bank. The Series 1997-A Preferred Stock shall be junior to all creditors of the Companysavings bank, including savings bank depositors. The Common Stock and all other classes and series of equity securities of the Company savings bank that do not constitute Parity Stock or Senior Stock are collectively referred to herein as "Junior Stock." There shall ------------ be no limitation ------------ on the number of shares, series or classes of Parity Stock and Junior Stock that may be created or established. The number of shares of Series 1997-A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no -------- decrease effected -------- solely through such action of the board of directors shall reduce the number of shares of Series 1997-A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series 1997-A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company savings bank that are convertible into shares of Series 1997-A Preferred Stock.