MARVIN MANDEL, Governor

1793

ANNUAL OR SPECIAL MEETING OF THE STOCKHOLDERS;

(II)   NOTICE THAT A PURPOSE OF THE MEETING
WILL BE TO ACT ON THE PROPOSAL SHALL BE GIVEN BY THE
TRUST COMPANY TO EACH STOCKHOLDER BY REGISTERED MAIL AT
LEAST FIVE DAYS BEFORE THE MEETING;

(III)   THE AFFIRMATIVE VOTE OF THE OWNERS OF A
MAJORITY OF THE CAPITAL STOCK OF THE TRUST COMPANY SHALL
BE REQUIRED TO APPROVE THE PROPOSAL; AND

(IV)   IF THE STOCKHOLDERS APPROVE, THE TRUST
COMPANY MAY AMEND ITS CHARTER AS NECESSARY AND ISSUE THE
PREFERRED STOCK IN THE AMOUNT AND WITH THE PAR VALUE
WHICH THE COMMISSIONER APPROVES.

(C) PREFERRED STOCK NOT VALID UNTIL FULLY PAID,

UNLESS THE LAW PROVIDES OTHERWISE, PREFERRED STOCK
ISSUED UNDER THIS SECTION IS MOT VALID UNTIL THE TRUST
COMPANY RECEIVES THE PURCHASE PRICE IN AN AMOUNT AT LEAST
EQUAL TO ITS PAR VALUE.

(0) PREFERRED STOCK MAY BE CONVERTIBLE.

IF THE COMMISSIONER APPROVES,   THE PREFERRED STOCK

MAY BE CONVERTIBLE INTO COMMON STOCK     ON THE TERMS AND

CONDITIONS THE CHARTER PROVIDES.        HOWEVER, PREFERRED
STOCK MAY NOT BE CONVERTIBLE:

(1)   INTO COMMON STOCK OF A GREATER AGGREGATE
PAR VALUE; OR

(2)   AT A TIME WHEN THE TRUST COMPANY DOES NOT
HAVE A SURPLUS IN AN AMOUNT AT LEAST EQUAL TO 20 PERCENT
OF ITS CAPITAL STOCK:

(I)    OUTSTANDING IMMEDIATELY BEFORE THE
CONVERSION; AND

(II)    OUTSTANDING IMMEDIATELY AFTER THE
CONVERSION.

(E) DIVIDENDS.

(1)   THE HOLDER OF PREFERRED STOCK IS ENTITLED
TO CUMULATIVE DIVIDENDS AT A RATE NOT EXCEEDING 6 PERCENT
PER ANNUM OF ITS PAR VALUE.

(2)   DIVIDENDS ON COMMON STOCK MAY NOT BE
DECLARED OR PAID UNTIL THE CUMULATIVE DIVIDENDS ON THE
PREFERRED STOCK ARE FULLY PAID.

(F)   VOTING RIGHTS.