Exhibit 3.1

                                                        UST Sequence Number: 422

                           CERTIFICATE OF DESIGNATIONS

                                       OF

            FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

                                       OF

                        GUARANTY FEDERAL BANCSHARES, INC.

     Guaranty  Federal  Bancshares,  Inc., a corporation  organized and existing
under the laws of the State of Delaware (the "Corporation"),  in accordance with
the  provisions  of Sections 103 and 151 of the General  Corporation  Law of the
State of Delaware, does hereby certify:

     The board of directors of the Corporation  (the "Board of Directors") or an
applicable committee of the Board of Directors,  in accordance with the restated
certificate of  incorporation  and bylaws of the Corporation and applicable law,
adopted the following resolution by written consent on January 27, 2009 creating
a series of 17,000 shares of Preferred  Stock of the  Corporation  designated as
"Fixed Rate Cumulative Perpetual Preferred Stock, Series A".

     RESOLVED,  that pursuant to the  provisions of the restated  certificate of
incorporation  and the bylaws of the Corporation and applicable law, a series of
Preferred  Stock, par value $0.01 per share, of the Corporation 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  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 17,000.

     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 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 Annex A hereto) as defined
below:

     (a) "Common  Stock" means the common stock,  par value $0.10 per share,  of
the Corporation.

                                       1

     (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 $4,250,000.

     (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 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

     IN WITNESS  WHEREOF,  Guaranty  Federal  Bancshares,  Inc.  has caused this
Certificate of  Designations  to be signed by Shaun A. Burke,  its President and
Chief Executive Officer, this 28th day of January, 2009.

                                        GUARANTY FEDERAL BANCSHARES, INC.


                                        By:  /s/ Shaun A. Burke
                                           -------------------------------------
                                        Name:  Shaun A. Burke
                                        Title: 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

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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,  provided that 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-3

a  stockholders'  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 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  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

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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;  provided  that (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 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
necessary for the redemption  have been deposited by the  Corporation,  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
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  (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.

     (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.

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     (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;  provided that 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;

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          (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.

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