-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LdRtj0xJflYOT3lGEI/ne8vC7cK0Ej7ubXjZea+YaZ+immW3PWK/OgqAjGy3jV+H o+B10Cd+LYYY7VI9lSFN4A== 0000950149-94-000183.txt : 19940829 0000950149-94-000183.hdr.sgml : 19940829 ACCESSION NUMBER: 0000950149-94-000183 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07377 FILM NUMBER: 94546568 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-A12B/A 1 FORM 8-A AMENDMENT #1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A AMENDMENT NO. 1 -------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BANKAMERICA CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1681731 (State of incorporation (I.R.S. employer or organization) identification no.) Bank of America Center 555 California Street San Francisco, California 94104 (Address of principal (Zip Code) executive offices) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of each class Name of each exchange on which to be so registered each class is to be registered - ------------------------------- ------------------------------ 1,788,000 shares of Adjustable Rate Preferred Stock, Series 1, and 12,000,000 Depositary New York Stock Exchange Shares representing 3,000,000 Shares of Adjustable Rate Cumulative Preferred Stock, Series 2 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None (Title of Class) 2 Item 2: Exhibits.* The Adjustable Rate Preferred Stock, Series 1 and the Depositary Shares representing the Registrant's Adjustable Rate Cumulative Preferred Stock, Series 2, to be registered hereunder, are to be listed on the New York Stock Exchange, on which other securities of the Registrant are listed. Exhibit 1 Certificate of Designation, Preferences and Rights of Adjustable Rate Preferred Stock, Series 1.** Exhibit 2 Certificate of Designation, Preferences and Rights of Adjustable Rate Cumulative Preferred Stock, Series 2.** Exhibit 3a Certificate of Incorporation of Registrant.*** Exhibit 3b Bylaws of Registrant, as amended; exhibit 3(b) for the Parent's Registration Statement on Form S-4, filed as amended, dated January 12, 1994, File No. 33-51333, incorporated herein by reference.** Exhibit 4 Form of Deposit Agreement among the Registrant, Chemical Trust Company of California, as depositary, and the holders from time to time of the Depositary Shares.** * Per the EDGAR Interim Rules, Securities Exchange Act Release No. 31905, Section IV.E.1., specimen stock certificates are no longer required as an exhibit to Form 8-A, and are therefore not included herein. ** No changes in Exhibits 1, 2, 3b or 4 are effected by this Amendment, and such Exhibits are therefore not submitted with this Amendment. *** This amendment primarily corrects pages 3m and 8n of Exhibit 3a to the Form 8-A as originally filed with the Commission to conform the same to the correlative pages of Exhibits 1 and 2, which consist of exact copies of the subject documents. The documents originally filed as part of Exhibit 3a inadvertently were not conformed to Exhibits 1 and 2, which are correct versions of the subject documents. -2- 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. BANKAMERICA CORPORATION By /s/ Cheryl A. Sorokin ---------------------------- Cheryl A. Sorokin Executive Vice President and Secretary Dated: August 26, 1994 -3- 4 INDEX TO EXHIBITS Exhibit Number Exhibit - ----- ------- 1 Certificate of Designation, Preferences and Rights of Adjustable Rate Preferred Stock, Series 1.* 2 Certificate of Designation, Preferences and Rights of Adjustable Rate Cumulative Preferred Stock, Series 2.* 3a Certificate of Incorporation of Registrant.** 3b Bylaws of Registrant, as amended; exhibit 3(b) for the Parent's Registration Statement on Form S-4, filed as amended, dated January 12, 1994, File No. 33-51333, incorporated herein by reference.* 4 Form of Deposit Agreement among the Registrant, Chemical Trust Company of California, as depositary, and the holders from time to time of the Depositary Shares.* * No changes in Exhibits 1, 2, 3b or 4 are effected by this Amendment, and such Exhibits are therefore not submitted with this Amendment. ** This amendment primarily corrects pages 3m and 8n of Exhibit 3a to the Form 8-A as originally filed with the Commission to conform the same to the correlative pages of Exhibits 1 and 2, which consist of exact copies of the subject documents. The documents originally filed as part of Exhibit 3a inadvertently were not conformed to Exhibits 1 and 2, which are the correct versions of the subject documents. -4- EX-3.A 2 CERTIFICATE OF INCORPORATION (AMENDED) 1 Exhibit 3a CERTIFICATE OF INCORPORATION _____________________________ BANKAMERICA CORPORATION LAST AMENDED ON AUGUST 19, 1994 2 INDEX BANKAMERICA CERTIFICATE OF INCORPORATION
ARTICLE SECTION PAGE Agent, Registered.............................2 1 Amendments to Certificate of Incorporation....7 8 Amendments to By-laws.........................7 8 By-laws, Amendment of.........................7 8 Capital Stock.................................4 I 1 Certificate of Incorporation, Amendments of...7 8 Corporation: Address of..................................2 1 Name of.....................................1 1 Purpose of..................................3 1 Directors, Election of........................4 II(3) 3 Director Liability............................9 8 Dividend Rights...............................4 II(2) 2 Incorporator: Address of..................................5 8 Name of.....................................5 8 Liquidation Rights............................4 II(5) 7 Preferred Stock...............................4 II(1) 1, 1a, 1b, 1c, 1d, 1e, 1f, 1g, 1h, 1i, 1j, 1k, 1l, 1m, 1n Stockholders: Dividend Rights of..........................4 II(2) 2 Liquidation Rights of.......................4 II(5) 7 Meetings of.................................6 8 Voting Rights of............................4 II(3) 3 Action by Written Consent Denied............8 8 Stock: Capital.....................................4 I 1 Dividend Rights.............................4 II(2) 2 Liquidation of..............................4 II(5) 7 Preferred...................................4 II(1) 1, 1a, 1b, 1c, 1d, 1e, 1f, 1g, 1h, 1i, 1j, 1k, 1l, 1m, 1n Redemption Provisions.......................4 II(4) 5 Voting Rights...............................4 II(3) 3
-i- 3 INDEX BANKAMERICA CERTIFICATE OF INCORPORATION ARTICLE SECTION PAGE Certificate of Designation, Preferences and Rights of Cumulative Adjustable Preferred Stock, Series A 1a-12a Certificate of Designation, Preferences and Rights of Cumulative Adjustable Preferred Stock, Series B 1b-12b Certificate of Designation of Cumulative Participating Preferred Stock, Series E 1c-10c Certificate of Designation of Cumulative Preferred Stock, Series F 1d-8d Certificate of Designation of Cumulative Convertible Preferred Stock, Series G 1e-17e Certificate of Designation of Cumulative Preferred Stock, Series H 1f-8f Certificate of Designation of 11% Preferred Stock, Series I 1g-11g Certificate of Designation of 11% Preferred Stock, Series J 1h-11h Certificate of Designation of Cumulative Preferred Stock, Series K 1i-9i Certificate of Designation of Cumulative Preferred Stock, Series L 1j-9j Certificate of Designation of 7 7/8% Cumulative Preferred Stock, Series M 1k-9k Certificate of Designation of 8 1/2% Cumulative Preferred Stock, Series N 1l-10l Certificate of Designation of Adjustable Rate Preferred Stock, Series 1 1m-15m -ii- 4 INDEX BANKAMERICA CERTIFICATE OF INCORPORATION ARTICLE SECTION PAGE Certificate of Designation of Adjustable Rate Cumulative Preferred Stock, Series 2 1n-13n -iii- 5 CERTIFICATE OF INCORPORATION OF BANKAMERICA CORPORATION FIRST. The name of the Corporation is BankAmerica Corporation SECOND. The address of its registered office in the State of Delaware is No. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH. I. The Corporation may issue 770,000,000 shares of capital stock, including 70,000,000 preferred shares, without par value, and 700,000,000 common shares, par value $1.5625 per share. Except as otherwise expressly provided by this Certificate of Incorporation or the resolution or resolutions of the Board of Directors providing for the issue of a series of preferred stock, stock of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation at the time entitled to vote. II. A statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, in respect of the classes of capital stock of this Corporation is as follows: 1. Series of Preferred Stock. The preferred stock shall be issuable in one or more series with such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, as shall be stated and expressed in this Certificate of Incorporation or any amendment hereto, or in the resolution or resolutions providing for the issue of such stock, or series thereof, adopted, at any time and from time to time, by the Board of Directors of the Corporation pursuant to the authority hereby expressly vested in the Board of Directors. Except as otherwise expressly provided by the Delaware law or this Certificate of Incorporation, there shall be no limitation or restriction on variation between any of the different series of preferred stock. All preferred stock of all series shall share pro rata in the payment of all -1- 6 dividends on the preferred stock at the various rates fixed for each series and in any amounts payable or distributable upon liquidation, dissolution or winding up of the Corporation to the extent of the respective liquidation preferences fixed for each series; and, except for variations between the different series of preferred stock, as herein expressly provided or permitted, all series of preferred stock shall rank on a parity. All preferred stock of any one series shall be entitled to the same dividend rate and shall have the same voting, redemption, conversion, liquidation and other rights, preferences, privileges, limitations and restrictions. 2. Dividend Rights. The holders of the preferred stock of all series shall be entitled to receive, when and as declared by the Board of Directors, dividends at the rate or rates fixed for the respective series, and no more, without priority of one series over any other series, out of funds of the Corporation legally available therefor, payable in cash quarterly on such dates as may be fixed by the Board of Directors as to any series of preferred stock (the periods between any such dates, commencing on such dates, being herein designated as "dividend periods"). Dividends on the preferred stock of any series shall be cumulative from and after such date as may be fixed by the Board of Directors prior to the issuance thereof. Such dividends on the preferred stock of all series shall be declared and paid or set apart for payment before any dividend shall be declared or paid or set apart for payment on, or any other distribution made in respect of, the common stock, and shall be cumulative as above provided so that if, in any dividend period, dividends at the respective rates fixed for each such series shall not have been declared and paid or set apart for payment on all outstanding shares of each such series for such dividend period and all preceding dividend periods from and after the date from which dividends on each such series shall be cumulative, then the aggregate deficiency shall be fully paid or declared and set apart for payment, but without interest, before any dividends shall be declared or paid or set apart for payment on, or any other distribution made in respect of the common stock. After full cumulative dividends on the outstanding preferred stock of all series shall have been paid or set apart for payment for all previous dividend periods and for the then current dividend period, as above provided, and after sufficient funds shall have been set aside to meet all matured obligations, if any, of the Corporation with respect to all sinking funds, retirement funds or purchase funds for any series of preferred stock, then and not otherwise, as long as any preferred stock of any series shall remain outstanding, dividends may be declared and paid or set apart for payment on the common stock in the discretion of the Board of Directors out of any funds of the Corporation thereafter remaining and legally available therefor. -2- 7 Accumulations of dividends, whether declared or passed, shall not bear interest. 3. Voting Rights. Except as otherwise expressly provided by Delaware law or this Certificate of Incorporation or the resolution or resolutions of the Board of Directors providing for the issue of a series of preferred stock, the holders of the common stock shall possess exclusive voting power for the election of Directors and for all other purposes. Every holder of record of common stock entitled to vote and, except as otherwise expressly provided in the resolution or resolutions of the Board of Directors providing for the issue of a series of preferred stock, every holder of record of any series of preferred stock at the time entitled to vote, shall be entitled to one vote for each share held. Whenever and as often as dividends payable on the preferred stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether consecutive or not), the holders of record of the preferred stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of preferred stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. Upon the happening of the six (6) dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten (10) per cent of the preferred stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders at which holders of preferred stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or -3- 8 represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the preferred stock, any Director elected by holders of preferred stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of preferred stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the preferred stock shall have been paid or declared and set apart for payment at which time the right of the preferred stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one (1) per cent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of preferred stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the preferred stock shall vote separately as a class, shall be necessary for effecting or validating: -4- 9 (a) any change in the Certificate of Incorporation or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the preferred stock, provided, that if one or more but not all series of preferred stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (b) the issuance of any shares of any other class of stock of the Corporation ranking prior to the preferred stock. The term "ranking prior to the preferred stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the preferred stock. 4. Redemption Provisions. Every series of preferred stock shall be subject to redemption at the election of the Corporation and by operation of the respective sinking funds, retirement funds or purchase funds of any series thereof, in whole or in part, at any time or from time to time, at such price or prices and upon such other terms and conditions as stated in this Certificate of Incorporation, or at such price or prices and upon such other terms and conditions, not inconsistent with the express provisions of this Certificate of Incorporation, as shall be fixed in the resolution or resolutions of the Board of Directors providing for the issue of such series of preferred stock. The following additional conditions shall apply to the redemption of all series of preferred stock: Notice of any proposed redemption shall be given by the Corporation by publication (not less than 30 days nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by the Corporation, postage prepaid, not less than 30 days nor more than 90 days prior to the date fixed for redemption, to each holder of record of such shares to be redeemed at his address as shown on the records of the Corporation. The failure to mail -5- 10 such notice or any defect in such mailing shall not invalidate the redemption of such shares. If less than all the shares of preferred stock of any series are to be redeemed, redemption shall be made by lot or pro rata, in any manner determined by the Board of Directors to be fair and proper, and the notice of redemption shall specify the shares to be redeemed. From and after the date fixed for redemption, unless default shall be made by the Corporation in payment of the redemption price, all dividends on the shares of preferred stock called for redemption shall cease to accrue and all rights of the holders of such shares as shareholders of the Corporation shall cease and terminate, except the right to receive the applicable redemption price, without interest, upon surrender of the certificates representing the shares so called for redemption, duly endorsed for transfer, if required. If the Corporation, on or prior to the date fixed for the redemption of any of the preferred stock, shall deposit with a bank or trust company doing business in San Francisco, California, as a trust fund for the benefit of the respective holders of such shares to be redeemed, sums sufficient to redeem such shares called for redemption, with irrevocable instructions and authority to such depositary to publish, in the name of the Corporation, the notice of redemption thereof (if not theretofore published) and to pay on or after the date fixed for such redemption to the respective holders of such shares the redemption price thereof upon surrender of the certificates representing the shares so called for redemption, then from and after the time of such deposit (although prior to the date fixed for redemption) such shares so called for redemption shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption. Said deposit shall be deemed to constitute full payment of such shares to the respective holders thereof and such shares shall no longer be deemed to be outstanding and the holders thereof shall cease to be shareholders with respect to such shares and shall have no rights with respect thereto, except only the right to receive from such bank or trust company payment of the redemption price of such shares, without interest, upon surrender of the certificates representing the shares so called for redemption and the right to exercise any existing conversion rights in accordance with the express terms of such shares. All funds so deposited and not used for redemption because of any such conversions shall be returned to the Corporation. No redemption or purchase of any preferred stock of any series, through the operation of any sinking fund, retirement fund or purchase fund therefor, or otherwise, shall be made unless full cumulative dividends on all preferred stock of all series then outstanding which are not to be redeemed or purchased, to the end of the dividend period next preceding such -6- 11 redemption or purchase (and for the current dividend period if such redemption or purchase is on a dividend payment date), shall have been paid or declared and set apart for payment, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of preferred stock then outstanding have been met. Subject to the foregoing, the Corporation may, to the extent permitted by Delaware law, purchase or acquire preferred stock of any series (in addition to purchases through the respective sinking funds, retirement funds or purchase funds for such series) at prices not exceeding the respective then applicable voluntary redemption prices thereof, plus customary brokerage commissions paid in connection with the purchase or acquisition thereof. All preferred stock redeemed or otherwise retired shall immediately on the redemption or retirement thereof be cancelled and restored to the status of authorized but unissued preferred stock. 5. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of preferred stock of all series shall be entitled to be paid in full out of the assets of the Corporation, without priority between series, the respective voluntary or involuntary liquidation price fixed for such series, and no more, plus all accrued and unpaid dividends thereon to the date that payment is made available to the holders of such shares, prior to any payment or distribution of any assets of the Corporation to the holders of the common stock. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be insufficient to permit the payment in full of the amounts payable as aforesaid to the holders of the preferred stock of all series, then, to the exclusion of the holders of the common stock, the holders of the preferred stock of all series shall share ratably in proportion to the amounts which they are respectively entitled to receive in the distribution of the entire amount of the assets of the Corporation according to the number of shares of all series of the preferred stock which they respectively hold. After payment to the holders of the preferred stock of all series of the full preferential amounts to which they are respectively entitled, as aforesaid, the holders of the common stock shall be entitled to receive as a class, pro rata, all remaining assets of the Corporation available for distribution to its stockholders. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the -7- 12 Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 5. FIFTH. The name and mailing address of the incorporator is as follows: Name: Eric Sutcliffe. Address: 405 Montgomery Street San Francisco, California 94104 SIXTH. Meetings of stockholders may be held within or without the State of Delaware as the By-laws may provide. The books of the Corporation may be kept, subject to any provision contained in the statutes, outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the Corporation. Elections of Directors need not be by written ballot unless a By-law of the Corporation shall so provide. SEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation. The Directors of the Corporation shall have the power to make, alter or repeal By-laws of the Corporation. EIGHTH. No action may be taken by the stockholders except at an annual or special meeting of stockholders, and the power of stockholders to act by written consent, without a meeting, is specifically denied. NINTH. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derives any improper personal benefit. Notwithstanding the foregoing, if the Delaware General Corporation Law is amended to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended, without further stockholder action. -8- 13 Any repeal or modification of the foregoing paragraph shall not result in any liability for a director with respect to any action or omission occurring prior to such repeal or modification. -9- 14 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of CUMULATIVE ADJUSTABLE PREFERRED STOCK, SERIES A of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue as two hundred ten million (210,000,000) shares, of which ten million (10,000,000) shares shall be shares of preferred stock, without par value, and two hundred million (200,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by actions duly taken on October 22, 1982, adopted the following resolution providing for an initial series of the preferred stock: "RESOLVED that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of five million one hundred seventy eight thousand (5,178,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, -1a- 15 optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be "Cumulative Adjustable Preferred Stock, Series A" (hereinafter referred to as the "Series A Preferred Stock") and the number of shares constituting such series is five million one hundred seventy eight thousand (5,178,000). Shares of Series A Preferred Stock shall have a stated value of $50 per share. The number of authorized shares of Series A Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series A Preferred Stock shall not be increased. 2. Dividends. Dividend rates on the shares of Series A Preferred Stock shall be: (i) for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including February 28, 1983, the rate shall be 10.25% per annum, and (ii) for each Quarterly Dividend Period (hereinafter referred to as a "Quarterly Dividend Period"; and the Initial Dividend Period or any Quarterly Dividend Period being hereinafter individually referred to as a "Dividend Period" and collectively referred to as "Dividend Periods") thereafter, which Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period, at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of such Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of such shares and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing November 30, 1982. Each such dividend shall be paid to the holders of record of shares of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to -2a- 16 dividends with the Series A Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series A Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series A Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series A Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series A Preferred Stock. Dividends payable on the Series A Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to November 30, 1982, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3. Definition of Applicable Rate, etc. Except as provided below in this paragraph, the "Applicable Rate" for any Quarterly Dividend Period shall be (a) 2.00% less than (b) the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. If the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any Dividend Period, then the Applicable Rate for such Dividend Period shall be 2.00% less than the higher of whichever of such rates can be so determined. If the Corporation determines in good faith that none of such rates can be determined for any Dividend Period, then the Applicable Rate in effect for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 6.50% per annum or greater than 14.50% per annum. Except as provided below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten -3a- 17 calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series A Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum market discount rate for three-month U.S. Treasury bills shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for all the U.S. Treasury bills then having maturities of not less than 80 nor more than 100 days, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or -4a- 18 less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series A Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum Ten Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two per weekly annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eight nor more than twelve years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor -5a- 19 more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series A Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum Twenty Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more than twenty-two years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for -6a- 20 each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percentage point. The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent accountants of recognized standing. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City and San Francisco prior to the commencement of the new Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of the Series A Preferred Stock. For purposes of this Section, the term (i) "Calendar Period" shall mean 14 calendar days; (ii) "Special Securities" shall mean securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iii) "Ten Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (iv) "Twenty Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). -7a- 21 4. Redemption. The Corporation, at its option, may redeem shares of the Series A Preferred Stock, as a whole or in part, at any time or from time to time, at a redemption price of $50 per share plus accrued and unpaid dividends thereon to the date fixed for redemption; provided, however, that no shares of Series A Preferred Stock shall be redeemed hereunder prior to November 30, 1987; and provided, further, that in the event of any such redemption on or after November 30, 1987 and prior to November 30, 1992, shares of the Series A Preferred Stock may be redeemed only at a redemption price of $51.50 per share plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series A Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 60 days nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of Series A 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; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series A Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series A Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of Series A Preferred Stock pursuant to the first paragraph of this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares -8a- 22 of Series A Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series A Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series A Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series A Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series A Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders -9a- 23 at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; -10a- 24 provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regards to series, the holders of shares of Series A Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (a) Any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (b) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series A Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series A Preferred Stock, an amount equal to $50 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series A Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series A Preferred Stock are not paid in full, the holders of the Series A Preferred Stock and of such other shares shall share ratably in any such -11a- 25 distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series A Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series A Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series A Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series A Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -12a- 26 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of CUMULATIVE ADJUSTABLE PREFERRED STOCK, SERIES B of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at two hundred ten million (210,000,000) shares, of which ten million (10,000,000) shares shall be shares of preferred stock, without par value, and two hundred million (200,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by actions duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by actions duly taken on February 11, 1983, adopted the following resolution providing for an additional series of the preferred stock: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to -1b- 27 as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of three million five hundred forty six thousand one hundred (3,546,100) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be "Cumulative Adjustable Preferred Stock, Series B" (hereinafter referred to as the "Series B Preferred Stock") and the number of shares constituting such series is three million five hundred forty six thousand one hundred (3,546,100). Shares of Series B Preferred Stock shall have a stated value of $100.00 per share. The number of authorized shares of Series B Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series B Preferred Stock shall not be increased. 2. Dividends. Dividend rates on the shares of Series B Preferred Stock shall be: (i) for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including May 31, 1983, the rate shall be 9.25% per annum, and (ii) for each Quarterly Dividend Period (hereinafter referred to as a "Quarterly Dividend Period"; and the Initial Dividend Period or any Quarterly Dividend Period being hereinafter individually referred to as a "Dividend Period" and collectively referred to as "Dividend Periods") thereafter, which Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period, at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in Section 3) in respect of such Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of such shares and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing February 28, 1983. Each such dividend shall be paid to the holders of record of shares of Series B Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may -2b- 28 be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series B Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series B Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series B Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series B Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series B Preferred Stock. Dividends payable on the Series B Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to February 28, 1983, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3. Definition of Applicable Rate, etc. Except as provided below in this paragraph, the "Applicable Rate" for any Quarterly Dividend Period shall be (a) 4.00% less than (b) the highest of the Treasury Bill Rate, the Ten Year Constant maturity Rate or the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. If the Corporation determines in good faith that for any reason one or more of such rates cannot be determined for any Dividend Period, then the Applicable Rate for such Dividend Period shall be 4.00% less than the higher of whichever of such rates can be so determined. If the Corporation determines in good faith that none of such rates can be determined for any Dividend Period, then the Applicable Rate in effect for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 6.00% per annum or greater than 12.00% per annum. Except as provided below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar -3b- 29 Period immediately prior to the ten calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series B Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum market discount rate for three-month U.S. Treasury bills shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum market discount rates (or the one weekly per annum market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for all the U.S. Treasury bills then having maturities of not less than 80 nor more than 100 days, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least -4b- 30 three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series B Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum Ten Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eight nor more than twelve years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the -5b- 31 Corporation by at least three recognized U.S. Government securities dealers selected by the Corporation. Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the ten calendar days immediately preceding the February 28, May 31, August 31 and November 30, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on the Series B Preferred Stock is being determined. If the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If a per annum Twenty Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more than twenty-two years, as finally published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. If the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least -6b- 32 three recognized U.S. Government securities dealers selected by the Corporation. The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percentage point. The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The mathematical accuracy of each such calculation will be confirmed in writing by independent accountants of recognized standing. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City and San Francisco prior to the commencement of the new Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of the Series B Preferred Stock. For purposes of this Section, the term (i) "Calendar Period" shall mean 14 calendar days; (ii) "Special Securities" shall mean securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (iii) "Ten Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (iv) "Twenty Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). 4. Redemption. The Corporation, at its option, may redeem shares of the Series B Preferred Stock, as a whole or in part, at any time or from time to time, at a redemption price of $100.00 per share plus accrued and unpaid dividends thereon to the date fixed for redemption; provided, however, that no shares of Series B Preferred Stock shall be redeemed hereunder prior to February 28, 1988; and provided, further, that in the event of any such redemption on or after February 28, 1988 and prior -7b- 33 to February 28, 1993, shares of the Series B Preferred Stock may be redeemed only at a redemption price of $103.00 per share plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series B Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 60 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of Series B 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; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series B Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series B Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series B Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of Series B Preferred Stock pursuant to the first paragraph of this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series B Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series B Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall -8b- 34 be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series B Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series B Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series B Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote -9b- 35 of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series B Preferred Stock being -10b- 36 entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (a) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (b) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series B Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series B Preferred Stock, an amount equal to $100.00 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series B Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series B Preferred Stock are not paid in full, the holders of the Series B Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series B Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series B Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. -11b- 37 Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series B Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series B Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -12b- 38 CERTIFICATE OF DESIGNATION of CUMULATIVE PARTICIPATING PREFERRED STOCK, SERIES E of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at three hundred fifty million (350,000,000) shares, of which fifty million (50,000,000) shares shall be shares of preferred stock, without par value, and three hundred million (300,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B, without par value, (iii) by action duly taken on June 6, 1983, authorized the issuance of five million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value, and (iv) by action duly taken on October 5, 1987, authorized the issuance of one hundred thousand (100,000) shares of 9 1/2% Cumulative Convertible Preferred Stock, Series D, without par value. -1c- 39 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by action duly taken on April 11, 1988, adopted the following resolution providing for an additional series of the preferred stock: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of seven million (7,000,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be "Cumulative Participating Preferred Stock, Series E" (hereinafter referred to as the "Series E Preferred Stock") and the number of shares constituting such series is seven million (7,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors or the Executive Committee of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series E 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 or upon the conversion of any outstanding securities issued by the Corporation convertible into Series E Preferred Stock. 2. Dividends. The holders of shares of Series E Preferred Stock, in preference to the holders of Common Stock, par value $1.5625 per share (the "Common Stock"), of the Corporation, and of any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series E Preferred Stock (the Common Stock and any such other stock being herein referred to as "Junior Stock"), shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on February 28, May 31, August 31 and November 30 of each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series E Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, plus 100 times the fair market value (as determined in good faith by the Board of Directors of the Corporation, whose determination shall be described in a statement filed with the Secretary of the Corporation and with each transfer agent for the Series E Preferred -2c- 40 Stock, and a brief summary of which shall be mailed to each holder of Series E Preferred Stock) in cash of the aggregate per share amount of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series E Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series E Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. The Corporation shall declare a dividend or distribution on the Series E Preferred Stock as provided in the preceding paragraph of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series E Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. Dividends shall begin to accrue and be cumulative on outstanding shares of Series E Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series E Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Each dividend shall be paid to the holders of record of shares of Series E Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed -3c- 41 by the Board of Directors of the Corporation. Dividends on account of arrears for any past Quarterly Dividend Payment Date may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series E Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series E Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series E Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series E Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. 3. Redemption. The Corporation, at its option, may redeem shares of the Series E Preferred Stock, as a whole or in part, at any time or from time to time, at a per share redemption price equal to the sum of (a) all accrued and unpaid dividends thereon to the date fixed for redemption and (b) the higher of (i) 100 times the Purchase Price (as such term is defined in the Rights Agreement, dated as of April 11, 1988, between the Corporation and Manufacturers Hanover Trust Company of California (the "Rights Agreement") and as may be adjusted from time to time pursuant thereto) of one-hundredth of a share of Series E Preferred Stock in effect on the date of the notice of such redemption referred to below, and (ii) the product of the current per share market price of the Common Stock (as computed pursuant to Section 11(d)(i) of the Rights Agreement) and the number of votes per share of Series E Preferred Stock that a holder thereof is then entitled to on all matters submitted to a vote of the stockholders of the Corporation, in each case as of the date of the notice of such redemption referred to below. If the Corporation shall redeem shares of Series E Preferred Stock, notice of such redemption shall be given by (i) publication (not less than 30 nor more than 60 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) and (ii) first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. The failure to mail such notice to any particular holder or any defect in such mailing shall not invalidate the redemption of any shares the holders of which received notice as provided above. Each such notice shall state: (1) the redemption date; -4c- 42 (2) the number of shares of Series E 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; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series E Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series E Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series E Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of Series E Preferred Stock pursuant to the first paragraph of this Section 3 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series E Preferred Stock for all past Quarterly Dividend Payment Dates, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 4. Shares to be Retired. All shares of Series E Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall, upon the making of all necessary filings with the Secretary of State of Delaware, be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 5. Conversion or Exchange. Subject to Section 8 below, the holders of shares of Series E Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. -5c- 43 6. Voting. Subject to the provision for adjustment hereinafter set forth, each share of Series E Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series E Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Except as otherwise provided herein, in the Certificate of Incorporation, in any other Certificate of Designation creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series E Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation. In addition to the foregoing, whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the Common Stock and the Series E Preferred Stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any election by the holders of record of the Preferred Stock of all series as a single class, the holders of shares of Series E Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, -6c- 44 an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re- election of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the Common Stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation -7c- 45 then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series E Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (a) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (b) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 7. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series E Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of Common Stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series E Preferred Stock, an amount equal to the greater of (a) $100.00 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution, and (b) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of shares of Common -8c- 46 Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series E Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series E Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series E Preferred Stock are not paid in full, the holders of the Series E Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 7. 8. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series E Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of -9c- 47 Series E Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series E Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on Junior Stock, or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -10c- 48 CERTIFICATE OF DESIGNATION of 9-5/8% CUMULATIVE PREFERRED STOCK, SERIES F of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at five hundred fifty million (550,000,000) shares, of which fifty million (50,000,000) shares shall be shares of preferred stock, without par value, and five hundred million (500,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B, without par value, (iii) by action duly taken on June 6, 1983, authorized the issuance of five million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value and (iv) by action duly taken on April 11, 1988, authorized the issuance of three million (3,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value. -1d- 49 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee of the Board of Directors by the resolutions adopted by the Board of Directors on January 7, 1991, the Board of Directors, by actions duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors, by actions duly taken on March 22, 1991, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of seven million two hundred fifty thousand (7,250,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 9-5/8% Cumulative Preferred Stock, Series F (hereinafter referred to as the "Series F Preferred Stock") and the number of shares constituting such series is seven million two hundred fifty thousand (7,250,000). Shares of Series F Preferred Stock shall have a stated value of $25 per share. The number of authorized shares of Series F Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series F Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series F Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing May 31, 1991. Each such dividend shall be paid to the holders of record of shares of Series F Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, -2d- 50 to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series F Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series F Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series F Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series F Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series F Preferred Stock. Dividends payable on the Series F Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to June 1, 1991, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3. Dividend Rate. The Dividend Rate on the shares of Series F Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including May 31, 1991, and for each Quarterly Dividend Period thereafter shall be 9-5/8% per annum. 4. Redemption. The Corporation, at its option, may redeem shares of the Series F Preferred Stock, as a whole or in part, at any time or from time to time after April 15, 1996, at $25 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series F Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 30 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by -3d- 51 first class mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series F 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series F Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series F Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series F Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem less than all the outstanding shares of Series F Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series F Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series F Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series F Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of -4d- 52 any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series F Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series F Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so -5d- 53 elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series F Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which -6d- 54 would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series F Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series F Preferred Stock, an amount equal to $25 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series F Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series F Preferred Stock are not paid in full, the holders of the Series F Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series F Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series F Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. -7d- 55 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series F Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series F Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -8d- 56 CERTIFICATE OF DESIGNATION of 6-l/2% CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES G of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at five hundred fifty million (550,000,000) shares, of which fifty million (50,000,000) shares shall be shares of preferred stock, without par value, and five hundred million (500,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B, without par value, (iii) by action duly taken on June 6, 1983, authorized the issuance of five million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value, (iv) by action duly taken on April 11, 1988, authorized the issuance of three million (3,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value and (v) by action duly taken on January 7, 1991, and the -1e- 57 Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee of the Board of Directors by the resolutions adopted by the Board of Directors on April 29, 1991, the Board of Directors, by actions duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors, by actions duly taken on May 21, 1991, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of five million (5,000,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 6-1/2% Cumulative Convertible Preferred Stock, Series G (hereinafter referred to as the "Series G Preferred Stock") and the number of shares constituting such series is five million (5,000,000). Shares of Series G Preferred Stock shall have a stated value of $50 per share. The number of authorized shares of Series G Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series G Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series G Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing August 31, 1991. Each such dividend shall be paid to the holders of record of shares of Series G Preferred Stock as they appear on the stock register of the Corporation on -2e- 58 such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series G Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series G Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series G Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series G Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series G Preferred Stock. Dividends payable on the Series G Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to June 1, 1991, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3. Dividend Rate. The Dividend Rate on the shares of Series G Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including August 31, 1991, and for each Quarterly Dividend Period thereafter shall be 6-1/2% per annum. 4. Redemption. (a) The Corporation, at its option, may redeem shares of the Series G Preferred Stock, as a whole or in part, at any time or from time to time, at a redemption price as set forth below, plus accrued and unpaid dividends thereon to the date fixed for redemption: Date of Redemption Redemption Price per Share On or after May 31, 1995, but prior to May 31, 1996, $51.95 -3e- 59 On or after May 31, 1996, but prior to May 31, 1997, $51.625 On or after May 31, 1997, but prior to May 31, 1998, $51.30 On or after May 31, 1998, but prior to May 31, 1999, $50.975 Date of Redemption Redemption Price per Share On or after May 31, 1999, but prior to May 31, 2000, $50.65 On or after May 31, 2000, but prior to May 31, 2001, $50.325 On or after May 31, 2001, $50.00 Notwithstanding the foregoing, no shares of Series G Preferred Stock shall be redeemed hereunder prior to May 31, 1995. If the Corporation shall redeem shares of Series G Preferred Stock pursuant to this subparagraph (a), notice of such redemption shall be given by publication (not less than 30 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series G 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on -4e- 60 the shares of the Series G Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series G Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series G Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. (a) In no event shall the Corporation redeem or purchase any shares of Series G Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series G Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series G Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion Rights. (a) The holder of any share or shares of Series G Preferred Stock shall have the right, at any time, to convert any shares of Series G Preferred Stock (except any share of Series G Preferred Stock which shall have been called for redemption pursuant to the provisions hereof, the conversion right with respect thereto shall terminate on the close of business of the date fixed for redemption) into fully paid and non-assessable shares of the common stock of the Corporation, at a conversion rate of 1.09649 shares of common stock for each share of Series G Preferred Stock, subject to adjustment as hereinafter provided. The conversion right herein granted shall be exercised by the surrender of a certificate or certificates for Series G Preferred Stock to be so converted at the office of any transfer agent for the Series G Preferred Stock, at any time during its usual business hours, together with written notice that the holder elects to convert the same, or a stated number of shares thereof, which notice shall state the name or names (with addresses) in which the certificate or certificates of common stock shall be issued. Every such notice of election to convert shall -5e- 61 constitute a contract between the holder of such Series G Preferred Stock and the Corporation, whereby such holder shall be deemed to subscribe for the amount of common stock which he will be entitled to receive upon such conversion and, in payment and satisfaction of such subscription (and any cash adjustment to which he may be entitled), to surrender such Series G Preferred Stock and to release the Corporation from all obligation on the shares to be converted and whereby the Corporation shall be deemed to agree that the surrender of such shares and the extinguishment of obligation thereon shall constitute full payment for the common stock so subscribed for and to be issued upon such conversion. (b) As promptly as practicable after the surrender for conversion of any Series G Preferred Stock and the payment in cash of any amount required by paragraph (i) of this Section 6, the Corporation shall deliver or cause to be delivered to or upon the written order of the holder of such Series G Preferred Stock certificates representing the number of shares of common stock issuable upon such conversion, issued in such name or names as such holder shall have directed, together with cash in respect of any fractional interest in a share of Common Stock issuable upon such conversion and, if only a part of such Series G Preferred Stock is converted, a certificate or certificates for the unconverted shares of Series G Preferred Stock. Such conversion shall be deemed to have been made at the close of business on the day of surrender of the Series G Preferred Stock for conversion, and the rights of the holder of such stock as a Series G Preferred Stockholder, in respect of the stock surrendered for conversion, shall cease at such time and the person or persons in whose name or names the certificates for such shares are to be issued shall be treated for all purposes as having become the record holder or holders of common stock at such time and such conversion shall be at the conversion rate in effect at such time; provided, however, that no such surrender on any date when the stock transfer books of the Corporation shall be closed shall be effective to constitute the person or persons entitled to receive the shares of common stock upon such conversion as the record holder or holders of such shares on such date, but such surrender shall be effective to constitute the person or persons entitled to receive such shares of common stock as the record holder or holders thereof for all purposes at the opening of business on the next succeeding day on which such stock transfer books are open and such conversion shall be at the conversion rate in effect at the opening of business on such next succeeding day. If the last day for the exercise of the conversion is a legal holiday in the city in which the transfer agent to which shares are presented for conversion is located, then such conversion right may be exercised (at the conversion rate in effect on such last day) upon the next succeeding day not in such city a legal holiday. -6e- 62 (c) No payment or adjustment shall be made upon any conversion in respect of dividends accrued and unpaid on the Series G Preferred Stock to the date of conversion or in respect of any dividends on the common stock issued upon such conversion. (d) The conversion rate shall be subject to adjustment from time to time as follows: (i) In case the Corporation shall at any time (A) pay a dividend or make a distribution on shares of its common stock in shares of its capital stock (whether shares of common stock or of capital stock of any other class), (B) subdivide or reclassify its outstanding shares of common stock into a greater number of securities (including shares of common stock), or (C) combine or reclassify its outstanding shares of common stock into a smaller number of shares (including shares of common stock), the conversion rate in effect immediately prior thereto shall be adjusted so that the holder of record of any shares of Series G Preferred Stock thereafter surrendered for conversion shall be entitled to receive the number of shares of the Corporation which he would have owned or have been entitled to receive after the happening of any of the events described above had such shares of Series G Preferred Stock been converted immediately prior to the happening of such event. An adjustment made pursuant to this subparagraph (i) shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this subparagraph (i), the holder of any Series G Preferred Stock thereafter converted shall become entitled to receive shares of two or more classes of capital stock of the Corporation, the Board of Directors of the Corporation (whose determination shall be conclusive) shall determine the allocation of the adjusted conversion rate between or among shares of such classes of capital stock. In the event that at any time, as a result of an adjustment made pursuant to this subparagraph (i), the holder of any Series G Preferred Stock thereafter converted shall become entitled to receive any shares or other securities of the Corporation other than shares of common stock, thereafter the number of such other shares so received upon conversion of any Series G Preferred Stock shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the shares of common stock contained in this paragraph 6(d), and other provisions of this Section 6 with respect to the shares of common stock shall apply on like term to any such other shares or other securities. -7e- 63 (ii) In case the Corporation shall fix a record date for the issuance of rights or warrants to all holders of its common stock (or securities convertible into common stock) entitling them (for a period expiring within 45 days after such record date) to subscribe for or purchase common stock at a price per share (or a conversion price per share) less than the current market price per share of common stock (as defined in subparagraph (iv) below) at such record date, the conversion rate in effect immediately prior thereto shall be adjusted so that the same shall equal the rate determined by multiplying the conversion rate in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of common stock outstanding on such record date plus the number of additional shares of common stock offered for subscription or purchase (or into which the convertible securities so offered are initially convertible), and of which the denominator shall be the number of shares of common stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares so offered (or the aggregate initial conversion price of the convertible securities so offered) would purchase at such current market price. Such adjustment shall be made successively whenever such a record date is fixed, and shall become effective immediately after such record date. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of common stock at less than such current market price, and in determining the aggregate offering price of such shares, there shall be taken into account any consideration received by the Corporation for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Board of Directors of the Corporation. Common stock owned by or held for the account of the Corporation or any majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this subparagraph (ii). (iii) In case the Corporation shall fix a record date for making a distribution to all holders of its common stock evidences of its indebtedness or assets (excluding regular quarterly or other periodic or recurring cash dividends or distributions and cash dividends or distributions paid from retained earnings or referred to in subparagraph (i) above) or rights or warrants to subscribe or purchase (excluding those referred to in subparagraph (ii) above), then in each such case the conversion rate shall be adjusted so that the same shall equal the rate determined by multiplying the conversion rate in effect immediately prior to such record date by a fraction of which the numerator shall be the current market price (as defined in subparagraph (iv) below) per share of the common stock on such record -8e- 64 date, and the denominator of which shall be such current market price per share of common stock, less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive) of the portion of the assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one share of common stock. Such adjustment shall be made successively whenever such a record date is fixed and shall become effective immediately after such record date. Notwithstanding the foregoing, in the event that the Corporation shall distribute any rights or warrants to acquire capital stock ("Rights") pursuant to this subparagraph (iii), the distribution of separate certificates representing such Rights subsequent to their initial distribution (whether or not such distribution shall have occurred prior to the date of the issuance of such Series G Preferred Stock) shall be deemed to be the distribution of such Rights for purposes of this subparagraph (iii); provided that the Corporation may, in lieu of making any adjustment pursuant to this subparagraph (iii) upon a distribution of separate certificates representing such Rights, make proper provision so that each holder of such Series G Preferred Stock who converts such Series G Preferred Stock (or any portion thereof) (A) before the record date for such distribution of separate certificates shall be entitled to receive upon such conversion shares of common stock issued with Rights and (B) after such record date and prior to the expiration, redemption or termination of such Rights shall be entitled to receive upon such conversion, in addition to the shares of common stock issuable upon such conversion, the same number of such Rights as would a holder of the number of shares of common stock that such Series G Preferred Stock so converted would have entitled the holder thereof to purchase in accordance with the terms and provisions of and applicable to the Rights if such Series G Preferred Stock were converted immediately prior to the record date for such distribution. Common stock owned by or held for the account of the Corporation or any majority owned subsidiary shall not be deemed outstanding for the purpose of any adjustment required under this subparagraph (iii). (iv) For the purpose of any computation under subparagraph (ii) and (iii) above, the current market price per share of common stock at any date shall be deemed to be the average of the daily Closing Prices for the thirty consecutive business days commencing forty-five business days before the day in question. The Closing Price for any day shall be (A) if the common stock is listed or admitted for trading on any national securities exchange, the last sale price (regular way), or the average of the closing bid and ask prices, if no sale occurred, of common stock on the principal -9e- 65 securities exchange on which the common stock is listed, (B) if not listed as described in (A), the mean between the closing high bid and low asked quotations of common stock in the National Association of Securities Dealers, Inc., Automated Quotation System, or any similar system or automated dissemination of quotations of securities prices then in common use, if so quoted, or (C) if not quoted as described in clause (B), the mean between the high bid and low asked quotations for common stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for common stock on at least 5 of the 10 preceding days. If none of the conditions set forth above is met, the Closing Price of common stock on any day or the average of such Closing Prices for any period shall be the fair market value of common stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Corporation. (v) (A) Nothing contained herein shall be construed to require an adjustment in the conversion rate as a result of the issuance of common stock pursuant to, or the granting or exercise of any rights under, the Corporation's Shareholder Investment Plan or any successor plans providing for the purchase of shares of common stock by the Corporation's shareholders or employees at a price not less than 90% of the "average market price" during the "pricing period" as such terms, or equivalent terms, are defined in, and as calculated pursuant to, such plans from time to time. (B) In addition, no adjustment in the conversion rate shall be required unless such adjustment would require an increase or decrease of at least 1% in such rate; provided, however, that any adjustments which by reason of this subparagraph (v)(B) are not required to be made shall be carried forward and taken into account in any subsequent adjustment; further provided, however, that any adjustments which by reason of this subparagraph (v)(B) are not otherwise required to be made shall be made no later than 3 years after the date on which occurs an event that requires an adjustment to be made or carried forward. (C) All calculations under this Section 6 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section 6 to the contrary notwithstanding, the Corporation shall be entitled to make such increases in the conversion rate, in addition to those required by this paragraph (d), as it in its discretion shall determine to be advisable in order that any stock dividends, subdivision of shares, distribution of rights to purchase stock or securities, or -10e- 66 distribution of securities convertible into or exchangeable for stock hereafter made by the Corporation to its shareholders shall not be taxable. (vi) In any case in which this paragraph (d) provides that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event (A) delivering to the holder of any Series G Preferred Stock converted after such record date and before the occurrence of such event the additional shares of common stock deliverable upon such conversion by reason of the adjustment required by such event over and above the common stock deliverable upon such conversion before giving effect to such adjustment and (B) paying to such holder any amount in cash in lieu of any fraction pursuant to paragraph (e), provided, however, that the Corporation shall deliver to such holder a due bill or other appropriate instrument evidencing such holder's rights to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment. If such event does not occur, no adjustments shall be made pursuant to this paragraph (d). (e) No fractional shares of stock shall be issued upon the conversion of any Series G Preferred Stock. If more than one share of Series G Preferred Stock shall be surrendered for conversion at one time by the same holder, the number of full shares of common stock which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series G Preferred Stock so surrendered. Instead of any fractional share of common stock which would otherwise be issuable upon conversion of any Series G Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the Closing Price per share of common stock on the business day which immediately precedes the day of conversion. (f) In case any of the following shall occur while any Series G Preferred Stock is outstanding: (i) any reclassification or change of the outstanding shares of common stock deliverable upon conversion of the Series G Preferred Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, but including any change in the shares of common stock into two or more classes or series of securities); or (ii) any consolidation or merger to which the Corporation is a party (other than a consolidation or a merger in which the Corporation is the continuing corporation and which does not result in any reclassification of, or change other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, the outstanding shares of common stock issuable upon conversion -11e- 67 of the Series G Preferred Stock); or (iii) any sale or conveyance to another corporation of the properties and assets of the Corporation as an entirety or substantially as an entirety; then the Corporation, or such successor or purchasing corporation, as the case may be, shall make appropriate provision in its charter or otherwise so that the holders of the Series G Preferred Stock then outstanding shall have the right at any time thereafter to convert such Series G Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of shares of common stock issuable upon conversion of such Series G Preferred Stock immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6. The above provisions of this paragraph (f) shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales or conveyances. (g) The Corporation will at all times reserve and keep available out of its authorized but unissued or treasury stock, solely for the purpose of issue upon conversion of the Series G Preferred Stock as provided in this Section 6, such number of shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding Series G Preferred Stock. (h) Before taking any action which would cause an adjustment increasing the conversion rate so that the liquidation value divided by the conversion rate is below the then par value of the shares of common stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of common stock at the conversion rate as so adjusted. (i) The issuance of certificates for shares of common stock upon conversion of Series G Preferred Stock shall be made without charge to the converting stockholder for such certificates or for any tax in respect of the issuance of such certificates, and such certificates shall be issued in the name of, or in such name or names as may be directed by, the holder of the Series G Preferred Stock converted. However, if any such certificate is to be issued in a name other than that of the holder of the converted Series G Preferred Stock, the Corporation shall not be required to issue or deliver any stock certificate or certificates unless and until the holder has paid to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid. -12e- 68 (j) Whenever the conversion rate then in effect is adjusted as herein provided, the Corporation shall mail to each holder of the Series G Preferred Stock at such holder's address as it shall appear on the books of the Corporation a statement setting forth the adjusted conversion rate, then and thereafter effective under the provisions hereof together with the facts, in reasonable detail, upon which such adjustment is based. (k) In case (i) the Corporation shall declare a dividend (or any other distribution) on its common stock other than in cash out of its current or retained earnings, or (ii) other than pursuant to the Shareholder Investment Plan or any successor plan in accordance with paragraph (d)(v)(A) above, the Corporation shall authorize the granting to the holders of its common stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights or warrants, or (iii) of any reclassification or change of the common stock of the Corporation (other than a subdivision or combination of its outstanding shares of common stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required or the sale or transfer of all or substantially all of the assets of the Corporation, or (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; the Corporation shall mail to each holder of Series G Preferred Stock at such holder's address as it shall appear on the books of the Corporation, at least fifteen days prior to the applicable record date hereinafter specified, a notice stating (x) the record date for such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the holders of common stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of common stock of record shall be entitled to exchange their shares of common stock for securities or other property deliverable upon such reclassification, consolidation, merger, dissolution, liquidation or winding up. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the legality or validity of any such transaction or any adjustment in the conversion rate or conversion price required by this Section 6. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series G Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and -13e- 69 unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series G Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case -14e- 70 any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series G Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. -15e- 71 The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series G Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series G Preferred Stock, an amount equal to $50 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series G Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series G Preferred Stock are not paid in full, the holders of the Series G Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series G Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series G Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series G Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series G Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash -16e- 72 or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -17e- 73 CERTIFICATE OF DESIGNATION of 9% CUMULATIVE PREFERRED STOCK, SERIES H of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at five hundred fifty million (550,000,000) shares, of which fifty million (50,000,000) shares shall be shares of preferred stock, without par value, and five hundred million (500,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B without par value, (iii) by action duly taken on June 6, 1983, authorized the issuance of five million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value, (iv) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of five million (5,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (v) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on -1f- 74 March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value and (vi) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee and the Pricing Subcommittee of the Board of Directors by the resolutions adopted by the Board of Directors on August 5, 1991, the Board of Directors, by actions duly taken on August 5, 1991, the Pricing Committee of the Board of Directors, by actions duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors, by actions duly taken on December 13, 1991, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of eleven million two hundred fifty thousand (11,250,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 9% Cumulative Preferred Stock, Series H (hereinafter referred to as the "Series H Preferred Stock") and the number of shares constituting such series is eleven million two hundred fifty thousand (11,250,000). Shares of Series H Preferred Stock shall have a stated value of $25 per share. The number of authorized shares of Series H Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series H Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective -2f- 75 dates of original issue of shares of Series H Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing February 28, 1992. Each such dividend shall be paid to the holders of record of shares of Series H Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series H Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series H Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series H Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series H Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series H Preferred Stock. Dividends payable on the Series H Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to March 1, 1992, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3. Dividend Rate. The Dividend Rate on the shares of Series H Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including February 28, 1992, and for each Quarterly Dividend Period thereafter shall be 9% per annum. 4. Redemption. The Corporation, at its option, may redeem shares of the Series H Preferred Stock, as a whole or in part, at any time or from time to time on or after January 15, 1997, at $25 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. -3f- 76 If the Corporation shall redeem shares of Series H Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 30 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series H 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series H Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series H Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series H Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem or purchase any shares of Series H Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series H Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. -4f- 77 5. Shares to be Retired. All shares of Series H Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series H Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series H Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series H Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or -5f- 78 series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the re-election of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by -6f- 79 proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series H Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) Any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) The issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series H Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series H Preferred Stock, an amount equal to $25 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series H Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series H Preferred Stock are not paid in full, the holders of the Series H Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series H Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series H -7f- 80 Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series H Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series H Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." -8f- 81 CERTIFICATE OF DESIGNATION OF 11% PREFERRED STOCK, SERIES I OF BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series A Preferred Stock to five million one hundred seventy eight thousand (5,178,000) shares, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B, without par value (the "Series B Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series B Preferred Stock to three million five hundred forty-six thousand one hundred (3,546,100) shares, (iii) by action duly taken on June 6, 1983, authorized the issuance of five -1g- 82 million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value (the "Special Preferred Stock"), and by action duly taken on March 2, 1992, eliminated the Special Preferred Stock, (iv) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of seven million (7,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (v) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (vi) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value, (vii) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value, and (viii) by action duly taken on January 6, 1992, the Pricing Committee of the Board of Directors by action duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on February 5, 1992, authorized the issuance of fourteen million six hundred thousand (14,600,000) shares of 8-3/8% Cumulative Preferred Stock, Series K, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: NOW, THEREFORE, BE IT RESOLVED, that there is hereby designated one series of preferred stock, entitled, "11% Preferred Stock, Series I," such series to consist of two hundred thousand (200,000) shares; and RESOLVED FURTHER, that the issue of up to two hundred thousand (200,000) shares of 11% Preferred Stock, Series I, without par value, of the Corporation is hereby authorized and the preferences and privileges and the relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of all such authorized shares of such series, in addition to those set forth in the Certificate of Incorporation of the Corporation and those established by the resolutions of the Board of Directors of the Corporation adopted August 11, 1991, and by -2g- 83 the resolutions of the Pricing Committee of the Board of Directors adopted April 15, 1992, are hereby fixed as follows: 11% Preferred Stock, Series I 1. Number of Shares. (a) The designation of the series of Preferred Stock, without par value, provided for herein shall be "11% Preferred Stock, Series I" (hereinafter referred to as the "Series I Preferred") and the number of authorized shares constituting Series I Preferred is two hundred thousand (200,000). The number of authorized shares of Series I Preferred may be reduced or increased by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction or increase has been so authorized. (b) All shares of Series I Preferred redeemed or purchased by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to series, and may thereafter be issued, but not as shares of Series I Preferred. 2. Dividends. (a) The holders of the shares of Series I Preferred shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or by any duly authorized committee thereof, out of funds legally available therefor, cash dividends at the rate of 11% of the liquidation preference per annum. Dividends shall be payable on the shares of Series I Preferred for the Initial Dividend Period (as defined below) and each quarterly dividend period thereafter (the Initial Dividend Period and each such subsequent quarterly dividend period being hereinafter referred to as a "Dividend Period" and collectively referred to as "Dividend Periods"), which quarterly dividend periods shall commence on March 31, June 30, September 30 and December 31 in each year, and shall end on and include the day next preceding the first day of the next Dividend Period. The Initial Dividend Period is the period commencing on the most recent date next preceding the effective time of the merger of the Corporation with Security Pacific Corporation (the "Effective Time"), on which a dividend was paid on the 11% Preferred Stock, Series I, of Security Pacific Corporation (or commencing on the date of the Effective Time if such date was such a dividend payment date) and shall end on and include the date next preceding the first day of the next Dividend Period; provided, however, that in the event the Effective Time shall occur after the record date for the payment of a regular quarterly dividend on the 11% Preferred Stock, Series I, of Security Pacific Corporation but prior to the payment date for such dividend, then the Initial Dividend Period shall be the first regular -3g- 84 quarterly dividend period commencing after the date of the Effective Time. Dividends shall be cumulative from the date on which the Initial Dividend Period commences and shall be payable on March 31, June 30, September 30 and December 31 of each year, commencing with such date that next follows the end of the Initial Dividend Period. Each such dividend shall be paid to the holders of record of shares of Series I Preferred as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation or by any duly authorized committee thereof. Dividends on account of arrears for any past dividend periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation or by any duly authorized committee thereof. (b) (i) No full dividends shall be declared or paid or set apart for payment on the common stock, $1.5625 par value, of the Corporation ("Common Stock") or on any other stock of the Corporation ranking, as to dividends, on a parity with or junior to the Series I Preferred for any period unless full dividends (including any accumulated dividends) have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on shares of Series I Preferred. When dividends are not paid in full, as aforesaid, upon the shares of Series I Preferred and any other series of preferred stock of the Corporation ranking on a parity as to dividends with the Series I Preferred, all dividends declared or made upon shares of Series I Preferred and any other series of preferred stock of the Corporation ranking on a parity as to dividends with the Series I Preferred shall be declared pro rata so that the amount of dividends declared per share on the Series I Preferred and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of Series I Preferred and such other series of preferred stock bear to each other. Holders of shares of Series I Preferred shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Series I Preferred. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series I Preferred which may be in arrears. (ii) So long as any shares of Series I Preferred are outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock or any other stock of the Corporation ranking junior to the Series I Preferred as to dividends and upon liquidation and other than as provided in subparagraph (b)(i) of this Section 2) shall be -4g- 85 declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series I Preferred as to dividends or upon liquidation, nor shall the Common Stock nor any other stock of the Corporation ranking junior to or on a parity with the Series I Preferred as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series I Preferred as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of Series I Preferred shall have been paid or declared and set aside for payment. (iii) Dividends payable on the Series I Preferred for each Dividend Period shall be computed by annualizing the applicable dividend rate and dividing by four. Dividends payable on the Series I Preferred for any period less than a full Dividend Period, including the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Any dividend payment made on shares of Series I Preferred shall first be credited against the earliest accrued but unpaid dividend due with respect to shares of Series I Preferred. 3. Redemption. (a) Optional Redemption. The shares of Series I Preferred shall not be redeemable prior to September 30, 1995. The Corporation, at its option, may, with the prior consent of the Board of Governors of the Federal Reserve System ("Board of Governors") or any successor government agency (so long as the Board of Governors or such agency has jurisdiction over the capital of the Corporation under applicable federal banking laws), redeem, out of funds legally available therefor, the Series I Preferred, as a whole or in part, at any time or from time to time, on or after September 30, 1995, at the redemption price set forth below, plus an amount equal to the sum of all accrued and unpaid dividends thereon whether or not earned or declared to the date fixed for redemption:
Redemption Price Date of Redemption Per Share ------------------ ----------- On or after September 30, 1995, but prior to September 30, 1996 $527.50 On or after September 30, 1996, but prior to September 30, 1997 $522.00 On or after September 30, 1997, but prior to September 30, 1998 $516.50
-5g- 86 On or after September 30, 1998, but prior to September 30, 1999 $511.00 On or after September 30, 1999, but prior to September 30, 2000 $505.50 On or after September 30, 2000 $500.00 (b) If fewer than all of the outstanding shares of Series I Preferred are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors of the Corporation or any duly authorized committee thereof, and such shares shall be redeemed pro rata from the holders of record of shares of Series I Preferred in proportion to the number of such shares held by such holders (with adjustments to avoid redemption of fractional shares). (c) If the Corporation shall redeem shares of Series I Preferred, notice of such redemption shall be mailed or caused to be mailed by the Corporation by first class mail, postage prepaid, to each holder of the shares to be redeemed, at such holder's address as the same appears on the stock books of the Corporation. Such notice shall be so mailed not less than 40 nor more than 70 days prior to the date fixed for redemption. Each such notice shall state: (i) the redemption date, (ii) the number of shares of Series I Preferred to be redeemed, (iii) the redemption price, (iv) the place or places where certificates for such shares of Series I Preferred are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares to be redeemed from such holder. (d) Notwithstanding the foregoing provisions of paragraph (a) of this Section 3, if any dividends on shares of Series I Preferred are in arrears, no shares of Series I Preferred shall be redeemed unless all outstanding shares of Series I Preferred are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire any shares of Series I Preferred; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series I Preferred pursuant to a purchase or exchange offer made on the same terms to all holders of the outstanding shares of Series I Preferred. (e) If notice of redemption has been given under paragraph (c) of this Section 3, from and after the redemption date for the shares of Series I Preferred called for redemption (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares so called for redemption), dividends on the shares of Series I Preferred so called for redemption shall cease to accrue and said -6g- 87 shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the redemption price) shall cease. Upon surrender in accordance with such notice of the certificates representing any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. (f) Any shares of Series I Preferred which shall at any time have been redeemed shall, after such redemption, be retired and restored to the status of authorized but unissued shares of preferred stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors of the Corporation or any duly authorized committee thereof; provided, however, that such shares may not be designated as Series I Preferred. 4. Conversion. The holders of shares of Series I Preferred shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Corporation. 5. Voting. Except as otherwise required by law, the shares of the Series I Preferred shall have no voting powers, either general or special, except that: (a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of the shares of the Series I Preferred at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Series I Preferred shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to any series of preferred stock) which would adversely affect the powers, preferences, privileges or rights of the Series I Preferred; provided, however, that any increase or decrease in the amount of authorized preferred stock or the creation and issuance of other series of preferred stock, or any increase or decrease in the amount of authorized shares or issued shares of the Series I Preferred or of any other series of preferred stock, in each case ranking on a parity with or junior to the Series I Preferred with respect to the payment of dividends and the distribution of assets upon liquidation, -7g- 88 dissolution or winding up, shall not be deemed to materially and adversely affect the powers, preferences, privileges or rights of the Series I Preferred; (b) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series I Preferred and all other series of preferred stock ranking on a parity with shares of the Series I Preferred, either as to dividends or upon liquidation, and which are granted in the Certificate of Incorporation (including any Certificate of Designations) the right to vote together with Series I Preferred as a single class on the matters set forth in this subparagraph (b), at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Series I Preferred and such other series of preferred stock shall vote together as a single class without regard to series, shall be necessary for authorizing or issuance of any shares of any class or stock of the Corporation ranking prior to the shares of the Series I Preferred as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any such prior shares; (c) The holders of the shares of Series I Preferred may vote for the election of directors pursuant to Article FOURTH, Section II(3) of the Certificate of Incorporation. Any director elected by holders of the Series I Preferred and the holders of any series of preferred stock of the Corporation ranking on a parity with the Series I Preferred as to dividends and upon liquidation and which is granted in the Certificate of Incorporation (including any Certificate of Designations) the right to vote together with the Series I Preferred as a single class on the election of directors (such Series I Preferred and the other preferred stock of all such series, the "Voting Parity Preferred Stock") (herein called a "Preferred Director") may be removed without cause by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Voting Parity Preferred Stock, called for such purpose. While class voting is in effect with respect to the preferred stock (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by a person appointed by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of removal of any Preferred Director, the vacancy may be filled by a person elected by the vote of the holders of the outstanding shares of Voting Parity Preferred Stock, voting together as a -8g- 89 single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. 6. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the shares of Series I Preferred shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution of assets shall be made to the holders of the Common Stock or any other stock of the Corporation ranking junior to the Series I Preferred upon liquidation, the amount of $500.00 per share, plus an amount equal to the sum of all accrued and unpaid dividends (whether or not earned or declared) for the then-current dividend period and all dividend periods prior thereto. (b) Neither the sale of all or substantially all of the property and assets of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (c) After the payment of the holders of the shares of Series I Preferred of the full preferential amounts provided for in this Section 6, the holders of the Series I Preferred, as such, shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of shares of Series I Preferred upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6, no such distribution shall be made on account of any shares of any other series of preferred stock or other securities of the Corporation ranking as to any such distribution on a parity with the shares of Series I Preferred upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of Series I Preferred, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (e) Subject to the rights of the holders of the series or class or classes of stock ranking on a parity with or prior to the shares of Series I Preferred upon liquidation, dissolution or winding up, upon any -9g- 90 liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the shares of Series I Preferred as provided in this Section 6, but not prior thereto, any other series or class or classes of stock ranking junior to the shares of Series I Preferred upon liquidation shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the shares of Series I Preferred shall not be entitled to share therein. 7. Ranking. For the purposes of this resolution, any stock of any series or class or classes of the Corporation shall be deemed to rank: (a) prior to the shares of Series I Preferred, either as dividends or upon liquidation, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of Series I Preferred; (b) on a parity with shares of Series I Preferred, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series I Preferred, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of Series I Preferred; and (c) junior to shares of Series I Preferred, either as to dividends or upon liquidation, if such stock shall be the Common Stock or if the holders of shares of Series I Preferred shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such stock. 8. Priority of Series I Preferred. The shares of Series I Preferred will rank on a parity, both as to payment of dividends and the distribution of assets upon dissolution, liquidation or winding up with Cumulative Adjustable Preferred Stock, Series A, Cumulative Adjustable Preferred Stock, Series B, Cumulative Participating Preferred Stock, Series E, 9-5/8% Cumulative Preferred Stock, Series F, 6-1/2% Cumulative Convertible Preferred Stock, Series G, 9% Cumulative Preferred Stock, -10g- 91 Series H, and 8-3/8% Cumulative Preferred Stock, Series K, of the Corporation. The Series I Preferred will rank prior, both as to payment of dividends and the distribution of assets upon dissolution, liquidation or winding up, to the Common Stock of the Corporation. -11g- 92 CERTIFICATE OF DESIGNATION OF 11% PREFERRED STOCK, SERIES J OF BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series A Preferred Stock to five million one hundred seventy eight thousand (5,178,000) shares, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B, without par value (the "Series B Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series B Preferred Stock to three million five hundred forty-six thousand one hundred (3,546,100) shares, (iii) by action duly taken on June 6, 1983, authorized the issuance of five -1h- 93 million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value (the "Special Preferred Stock"), and by action duly taken on March 2, 1992, eliminated the Special Preferred Stock, (iv) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of seven million (7,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (v) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (vi) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value, (vii) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value, (viii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of two hundred thousand (200,000) shares of 11% Preferred Stock, Series I, without par value, and (ix) by action duly taken on January 6, 1992, the Pricing Committee of the Board of Directors by action duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on February 5, 1992, authorized the issuance of fourteen million six hundred thousand (14,600,000) shares of 8-3/8% Cumulative Preferred Stock, Series K, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: NOW, THEREFORE, BE IT RESOLVED, that there is hereby designated one series of preferred stock, entitled, "11% Preferred Stock, Series J," such series to consist of four hundred thousand (400,000) shares; and RESOLVED FURTHER, that the issue of up to four hundred thousand (400,000) shares of 11% Preferred Stock, Series J, without par value, of the Corporation is hereby authorized and the preferences and privileges and the relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of all such authorized -2h- 94 shares of such series, in addition to those set forth in the Certificate of Incorporation of the Corporation and those established by the resolutions of the Board of Directors of the Corporation adopted August 11, 1991, and by the resolutions of the Pricing Committee of the Board of Directors adopted April 15, 1992, are hereby fixed as follows: 11% Preferred Stock, Series J 1. Number of Shares. (a) The designation of the series of Preferred Stock, without par value, provided for herein shall be "11% Preferred Stock, Series J" (hereinafter referred to as the "Series J Preferred") and the number of authorized shares constituting Series J Preferred is four hundred thousand (400,000). The number of authorized shares of Series J Preferred may be reduced or increased by further resolution duly adopted by the Board of Directors of the Corporation or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction or increase has been so authorized. (b) All shares of Series J Preferred redeemed or purchased by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of preferred stock, without designation as to series, and may thereafter be issued, but not as shares of Series J Preferred. 2. Dividends. (a) The holders of the shares of Series J Preferred shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or by any duly authorized committee thereof, out of funds legally available therefor, cash dividends at the rate of 11% of the liquidation preference per annum. Dividends shall be payable on the shares of Series J Preferred for the Initial Dividend Period (as defined below) and each quarterly dividend period thereafter (the Initial Dividend Period and each such subsequent quarterly dividend period being hereinafter referred to as a "Dividend Period" and collectively referred to as "Dividend Periods"), which quarterly dividend periods shall commence on March 31, June 30, September 30 and December 31 in each year, and shall end on and include the day next preceding the first day of the next Dividend Period. The Initial Dividend Period is the period commencing on the most recent date next preceding the effective time of the merger of the Corporation with Security Pacific Corporation (the "Effective Time"), on which a dividend was paid on the 11% Preferred Stock, Series J, of Security Pacific Corporation (or commencing on the date of the Effective Time if such date was such a dividend payment date) and shall end on and include the date next preceding the first day of the next Dividend Period; provided, however, that in the event the Effective Time shall occur after the record date for -3h- 95 the payment of a regular quarterly dividend on the 11% Preferred Stock, Series J, of Security Pacific Corporation but prior to the payment date for such dividend, then the Initial Dividend Period shall be the first regular quarterly dividend period commencing after the date of the Effective Time. Dividends shall be cumulative from the date on which the Initial Dividend Period commences and shall be payable on March 31, June 30, September 30 and December 31 of each year, commencing with such date that next follows the end of the Initial Dividend Period. Each such dividend shall be paid to the holders of record of shares of Series J Preferred as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation or by any duly authorized committee thereof. Dividends on account of arrears for any past dividend periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation or by any duly authorized committee thereof. (b) (i) No full dividends shall be declared or paid or set apart for payment on the common stock, $1.5625 par value, of the Corporation ("Common Stock") or on any other stock of the Corporation ranking, as to dividends, on a parity with or junior to the Series J Preferred for any period unless full dividends (including any accumulated dividends) have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on shares of Series J Preferred. When dividends are not paid in full, as aforesaid, upon the shares of Series J Preferred and any other series of preferred stock of the Corporation ranking on a parity as to dividends with the Series J Preferred, all dividends declared or made upon shares of Series J Preferred and any other series of preferred stock of the Corporation ranking on a parity as to dividends with the Series J Preferred shall be declared pro rata so that the amount of dividends declared per share on the Series J Preferred and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of Series J Preferred and such other series of preferred stock bear to each other. Holders of shares of Series J Preferred shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Series J Preferred. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series J Preferred which may be in arrears. (ii) So long as any shares of Series J Preferred are outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase -4h- 96 shares of, Common Stock or any other stock of the Corporation ranking junior to the Series J Preferred as to dividends and upon liquidation and other than as provided in subparagraph (b)(i) of this Section 2) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or any other stock of the Corporation ranking junior to or on a parity with the Series J Preferred as to dividends or upon liquidation, nor shall the Common Stock nor any other stock of the Corporation ranking junior to or on a parity with the Series J Preferred as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to the Series J Preferred as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of Series J Preferred shall have been paid or declared and set aside for payment. (iii) Dividends payable on the Series J Preferred for each Dividend Period shall be computed by annualizing the applicable dividend rate and dividing by four. Dividends payable on the Series J Preferred for any period less than a full Dividend Period, including the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Any dividend payment made on shares of Series J Preferred shall first be credited against the earliest accrued but unpaid dividend due with respect to shares of Series J Preferred. 3. Redemption. (a) Optional Redemption. The shares of Series J Preferred shall not be redeemable prior to March 31, 1996. The Corporation, at its option, may, with the prior consent of the Board of Governors of the Federal Reserve System ("Board of Governors") or any successor government agency (so long as the Board of Governors or such agency has jurisdiction over the capital of the Corporation under applicable federal banking laws), redeem, out of funds legally available therefor, the Series J Preferred, as a whole or in part, at any time or from time to time, on or after March 31, 1996, at the redemption price set forth below, plus an amount equal to the sum of all accrued and unpaid dividends thereon whether or not earned or declared to the date fixed for redemption: Redemption Price Date of Redemption Per Share On or after March 31, 1996, but prior to March 31, 1997 $527.50 On or after March 31, 1997, but -5h- 97 prior to March 31, 1998 $522.00 On or after March 31, 1998, but prior to March 31, 1999 $516.50 On or after March 31, 1999, but prior to March 31, 2000 $511.00 On or after March 31, 2000, but prior to March 31, 2001 $505.50 On or after March 31, 2001 $500.00 (b) If fewer than all of the outstanding shares of Series J Preferred are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors of the Corporation or any duly authorized committee thereof, and such shares shall be redeemed pro rata from the holders of record of shares of Series J Preferred in proportion to the number of such shares held by such holders (with adjustments to avoid redemption of fractional shares). (c) If the Corporation shall redeem shares of Series J Preferred, notice of such redemption shall be mailed or caused to be mailed by the Corporation by first class mail, postage prepaid, to each holder of the shares to be redeemed, at such holder's address as the same appears on the stock books of the Corporation. Such notice shall be so mailed not less than 40 nor more than 70 days prior to the date fixed for redemption. Each such notice shall state: (i) the redemption date, (ii) the number of shares of Series J Preferred to be redeemed, (iii) the redemption price, (iv) the place or places where certificates for such shares of Series J Preferred are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date. If fewer than all shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares to be redeemed from such holder. (d) Notwithstanding the foregoing provisions of paragraph (a) of this Section 3, if any dividends on shares of Series J Preferred are in arrears, no shares of Series J Preferred shall be redeemed unless all outstanding shares of Series J Preferred are simultaneously redeemed and the Corporation shall not purchase or otherwise acquire any shares of Series J Preferred; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Series J Preferred pursuant to a purchase or exchange offer made on the same terms to all holders of the outstanding shares of Series J Preferred. (e) If notice of redemption has been given under paragraph (c) of this Section 3, from and after the redemption date for the -6h- 98 shares of Series J Preferred called for redemption (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares so called for redemption), dividends on the shares of Series J Preferred so called for redemption shall cease to accrue and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the redemption price) shall cease. Upon surrender in accordance with such notice of the certificates representing any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. (f) Any shares of Series J Preferred which shall at any time have been redeemed shall, after such redemption, be retired and restored to the status of authorized but unissued shares of preferred stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors of the Corporation or any duly authorized committee thereof; provided, however, that such shares may not be designated as Series J Preferred. 4. Conversion. The holders of shares of Series J Preferred shall not have any rights to convert such shares into shares of any other class or series of capital stock of the Corporation. 5. Voting. Except as otherwise required by law, the shares of the Series J Preferred shall have no voting powers, either general or special, except that: (a) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of the shares of the Series J Preferred at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of Series J Preferred shall vote together as a separate class, shall be necessary for authorizing, effecting or validating the amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or of any certificate amendatory thereof or supplemental thereto (including any Certificate of Designations or any similar document relating to any series of preferred stock) which would adversely affect the powers, preferences, privileges or rights of the Series J Preferred; provided, however, that any increase or decrease in the amount of authorized preferred stock or the creation and issuance of other series of preferred stock, or any increase or -7h- 99 decrease in the amount of authorized shares or issued shares of the Series J Preferred or of any other series of preferred stock, in each case ranking on a parity with or junior to the Series J Preferred with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect the powers, preferences, privileges or rights of the Series J Preferred; (b) Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the consent of the holders of at least 66-2/3% of all of the shares of the Series J Preferred and all other series of preferred stock ranking on a parity with shares of the Series J Preferred, either as to dividends or upon liquidation, and which are granted in the Certificate of Incorporation (including any Certificate of Designations) the right to vote together with Series J Preferred as a single class on the matters set forth in this subparagraph (b), at the time outstanding, given in person or by proxy, either in writing or by a vote at a meeting called for the purpose at which the holders of shares of the Series J Preferred and such other series of preferred stock shall vote together as a single class without regard to series, shall be necessary for authorizing or issuance of any shares of any class or stock of the Corporation ranking prior to the shares of the Series J Preferred as to dividends or upon liquidation, or the reclassification of any authorized stock of the Corporation into any such prior shares, or creation, authorization or issuance of any obligation or security convertible into or evidencing the right to purchase any such prior shares; (c) The holders of the shares of Series J Preferred may vote for the election of directors pursuant to Article FOURTH, Section II(3) of the Certificate of Incorporation. Any director elected by holders of the Series J Preferred and holders of any series of preferred stock of the Corporation ranking on a parity with the Series J Preferred as to dividends and upon liquidation and which is granted in the Certificate of Incorporation (including any Certificate of Designations) the right to vote together with the Series J Preferred as a single class on the election of directors (such Series J Preferred and the other preferred stock of all such series, the "Voting Parity Preferred Stock") (herein called a "Preferred Director") may be removed without cause by, and shall not be removed without cause except by, the vote of the holders of record of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at a meeting of the Corporation's stockholders, or of the holders of shares of Voting Parity Preferred Stock, called for such purpose. While class voting is in effect with respect to the preferred stock (A) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (B)) by a person appointed by an instrument -8h- 100 in writing signed by the remaining Preferred Director and filed with the Corporation and (B) in the case of removal of any Preferred Director, the vacancy may be filled by a person elected by the vote of the holders of the outstanding shares of Voting Parity Preferred Stock, voting together as a single class without regard to series, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. 6. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the shares of Series J Preferred shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment or distribution of assets shall be made to the holders of the Common Stock or any other stock of the Corporation ranking junior to the Series J Preferred upon liquidation, the amount of $500.00 per share, plus an amount equal to the sum of all accrued and unpaid dividends (whether or not earned or declared) for the then-current dividend period and all dividend periods prior thereto. (b) Neither the sale of all or substantially all of the property and assets of the Corporation, nor the merger or consolidation of the Corporation into or with any other corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (c) After the payment of the holders of the shares of Series J Preferred of the full preferential amounts provided for in this Section 6, the holders of the Series J Preferred, as such, shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of shares of Series J Preferred upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6, no such distribution shall be made on account of any shares of any other series of preferred stock or other securities of the Corporation ranking as to any such distribution on a parity with the shares of Series J Preferred upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of Series J Preferred, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. -9h- 101 (e) Subject to the rights of the holders of the series or class or classes of stock ranking on a parity with or prior to the shares of Series J Preferred upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Corporation, after payment shall have been made in full to the holders of the shares of Series J Preferred as provided in this Section 6, but not prior thereto, any other series or class or classes of stock ranking junior to the shares of Series J Preferred upon liquidation shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the shares of Series J Preferred shall not be entitled to share therein. 7. Ranking. For the purposes of this resolution, any stock of any series or class or classes of the Corporation shall be deemed to rank: (a) prior to the shares of Series J Preferred, either as dividends or upon liquidation, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of Series J Preferred; (b) on a parity with shares of Series J Preferred, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of the Series J Preferred, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of Series J Preferred; and (c) junior to shares of Series J Preferred, either as to dividends or upon liquidation, if such stock shall be the Common Stock or if the holders of shares of Series J Preferred shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such stock. 8. Priority of Series J Preferred. The shares of Series J Preferred will rank on a parity, both as to payment of dividends and the distribution of assets upon dissolution, liquidation or winding up with Cumulative Adjustable Preferred Stock, Series A, Cumulative Adjustable -10h- 102 Preferred Stock, Series B, Cumulative Participating Preferred Stock, Series E, 9-5/8% Cumulative Preferred Stock, Series F, 6-1/2% Cumulative Convertible Preferred Stock, Series G, 9% Cumulative Preferred Stock, Series H, 11% Preferred Stock, Series I, and 8-3/8% Cumulative Preferred Stock, Series K, of the Corporation. The Series J Preferred will rank prior, both as to payment of dividends and the distribution of assets upon dissolution, liquidation or winding up, to the Common Stock of the Corporation. -11h- 103 CERTIFICATE OF DESIGNATIONS of 8-3/8% CUMULATIVE PREFERRED STOCK, Series K of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B without par value, (iii) by action duly taken on June 6, 1983, authorized the issuance of five million two hundred thousand (5,200,000) shares of Cumulative Preferred Stock, Special Series, without par value, (iv) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of five million (5,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (v) by action 1i 104 duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (vi) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value and (vii) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee and the Pricing Subcommittee of the Board of Directors by the resolutions adopted by the Board of Directors on January 6, 1992, the Board of Directors, by actions duly taken on January 6, 1992, the Pricing Committee of the Board of Directors, by actions duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors, by actions duly taken on February 5, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of fourteen million six hundred thousand (14,600,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 8-3/8% Cumulative Preferred Stock, Series K (hereinafter referred to as the "Series K Preferred Stock") and the number of shares constituting such series is fourteen million six hundred thousand (14,600,000). Shares of Series K Preferred Stock shall have a stated value of $25 per share. The number of authorized shares of Series K Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant 2i 105 to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series K Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series K Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing May 31, 1992. Each such dividend shall be paid to the holders of record of shares of Series K Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series K Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series K Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series K Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series K Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the dividend rate for such Dividend Period by four and applying such rate against the stated value per share of the Series K Preferred Stock. Dividends payable on the Series K Preferred Stock for any period less than a full Quarterly Dividend Period, and for any portion of the Initial Dividend Period occurring prior to June 1, 1992, shall be computed on the basis of a 360-day year of four 90-day quarters and the actual number of days elapsed in the period for which payable. 3i 106 3. Dividend Rate. The Dividend Rate on the shares of Series K Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including May 31, 1992, and for each Quarterly Dividend Period thereafter shall be 8-3/8% per annum. 4. Redemption. The Corporation, at its option, may redeem shares of the Series K Preferred Stock, as a whole or in part, at any time or from time to time on or after February 15, 1997, at $25 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series K Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 30 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series K 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series K Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice 4i 107 shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series K Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series K Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem or purchase any shares of Series K Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series K Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series K Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series K Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series K Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series K Preferred Stock shall be entitled to cast one vote per share. 5i 108 Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. 6i 109 Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series K Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. 7i 110 The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series K Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series K Preferred Stock, an amount equal to $25 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series K Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series K Preferred Stock are not paid in full, the holders of the Series K Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series K Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series K Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series K Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series K Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart 8i 111 money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock." 9i 112 CERTIFICATE OF DESIGNATIONS of 8.16% CUMULATIVE PREFERRED STOCK, SERIES L of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series A Preferred Stock to five million one hundred seventy eight thousand (5,178,000) shares, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B without par value (the "Series B Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series B Preferred Stock to three million five hundred forty-six thousand 1j 113 one hundred (3,546,100) shares, (iii) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of seven million (7,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (iv) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (v) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value, (vi) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value, (vii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of two hundred thousand (200,000) shares of 11% Preferred Stock, Series I, without par value, (viii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of four hundred thousand (400,000) shares of 11% Preferred Stock, Series J, without par value, and (ix) by action duly taken on January 6, 1992, the Pricing Committee of the Board of Directors by action duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on February 5, 1992, authorized the issuance of fourteen million six hundred thousand (14,600,000) shares of 8-3/8% Cumulative Preferred Stock, Series K, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee and the Pricing Subcommittee of the Board of Directors by the resolutions adopted by the Board of Directors on March 2, 1992 and June 23, 1992, the Board of Directors by actions duly taken on March 2, 1992 and June 23, 1992, and the Pricing Subcommittee of the Board of Directors, by action duly taken on July 6, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: 2j 114 "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of eight hundred thousand (800,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 8.16% Cumulative Preferred Stock, Series L (hereinafter referred to as the "Series L Preferred Stock") and the number of shares constituting such series is eight hundred thousand (800,000). Shares of Series L Preferred Stock shall have a stated value of $500 per share. The number of authorized shares of Series L Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series L Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series L Preferred Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing August 31, 1992. Each such dividend shall be paid to the holders of record of shares of Series L Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series L Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series L Preferred Stock or such other series of Preferred Stock, 3j 115 shall make payments ratably upon all outstanding shares of Series L Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series L Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the Dividend Rate (as defined below) for such Dividend Period by four and applying such rate against the stated value per share of the Series L Preferred Stock. Dividends payable on the Series L Preferred Stock for any period less than a full Quarterly Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 3. Dividend Rate. The Dividend Rate on the shares of Series L Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including August 31, 1992, and for each Quarterly Dividend Period thereafter shall be 8.16% per annum. 4. Redemption. The Corporation, at its option, may, with the prior consent of the Board of Governors of the Federal Reserve System, if required, redeem shares of the Series L Preferred Stock, as a whole or in part, at any time or from time to time on or after July 13, 1997, at $500 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series L Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 40 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 40 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. 4j 116 Each such notice shall state: (a) the redemption date; (b) the number of shares of Series L 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series L Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series L Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series L Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem or purchase any shares of Series L Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series L Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series L Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series L Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class 5j 117 or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series L Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series L Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid 6j 118 notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a 7j 119 class without regard to series, the holders of shares of Series L Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series L Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series L Preferred Stock, an amount equal to $500 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series L Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series L Preferred Stock are not paid in full, the holders of the Series L Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series L Preferred Stock of the 8j 120 full preferential amounts provided for in this Section 8, the holders of the Series L Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series L Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series L Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock. 9j 121 CERTIFICATE OF DESIGNATION of 7-7/8% CUMULATIVE PREFERRED STOCK, SERIES M of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series A Preferred Stock to five million one hundred seventy eight thousand (5,178,000) shares, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B without par value (the "Series B Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series B Preferred Stock to three million five hundred forty-six thousand 1k 122 one hundred (3,546,100) shares, (iii) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of seven million (7,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (iv) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (v) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value, (vi) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value, (vii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of two hundred thousand (200,000) shares of 11% Preferred Stock, Series I, without par value, (viii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of four hundred thousand (400,000) shares of 11% Preferred Stock, Series J, without par value, (ix) by action duly taken on January 6, 1992, the Pricing Committee of the Board of Directors by action duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on February 5, 1992, authorized the issuance of fourteen million six hundred thousand (14,600,000) shares of 8-3/8% Cumulative Preferred Stock, Series K, without par value, and (x) by action duly taken on March 2, 1992 and June 23, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on July 6, 1992, authorized the issuance of eight hundred thousand (800,000) shares of 8.16% Cumulative Preferred Stock, Series L, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee and the Pricing Subcommittee of the Board of Directors by the resolutions adopted by the Board of Directors on August 3, 1992 and September 8, 1992, the Board of Directors by actions duly taken on August 3, 1992 and September 8, 1992, and the Pricing Subcommittee of the Board of Directors, by action duly taken on September 22, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: 2k 123 "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of seven hundred thousand (700,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 7-7/8% Cumulative Preferred Stock, Series M (hereinafter referred to as the "Series M Preferred Stock") and the number of shares constituting such series is seven hundred thousand (700,000). Shares of Series M Preferred Stock shall have a stated value of $500 per share. The number of authorized shares of Series M Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series M Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series M Preferred Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing November 30, 1992. Each such dividend shall be paid to the holders of record of shares of Series M Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series M Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series M Preferred Stock or such other series of Preferred Stock, 3k 124 shall make payments ratably upon all outstanding shares of Series M Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series M Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the Dividend Rate (as defined below) for such Dividend Period by four and applying such rate against the stated value per share of the Series M Preferred Stock. Dividends payable on the Series M Preferred Stock for any period less than a full Quarterly Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 3. Dividend Rate. The Dividend Rate on the shares of Series M Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including November 30, 1992, and for each Quarterly Dividend Period thereafter shall be 7-7/8% per annum. 4. Redemption. The Corporation, at its option, may, with the prior consent of the Board of Governors of the Federal Reserve System, if required, redeem shares of the Series M Preferred Stock, as a whole or in part, at any time or from time to time on or after September 30, 1997, at $500 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series M Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 40 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 40 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. 4k 125 Each such notice shall state: (a) the redemption date; (b) the number of shares of Series M 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series M Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series M Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series M Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem or purchase any shares of Series M Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series M Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series M Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series M Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class 5k 126 or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series M Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series M Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid 6k 127 notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a 7k 128 class without regard to series, the holders of shares of Series M Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series M Preferred Stock shall be entitled to be paid in full out of the assets of the Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series M Preferred Stock, an amount equal to $500 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series M Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series M Preferred Stock are not paid in full, the holders of the Series M Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series M Preferred Stock of the 8k 129 full preferential amounts provided for in this Section 8, the holders of the Series M Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series M Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series M Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock. 9k 130 CERTIFICATE OF DESIGNATIONS of 8-1/2% CUMULATIVE PREFERRED STOCK, SERIES N of BANKAMERICA CORPORATION BANKAMERICA CORPORATION, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue at seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of preferred stock, without par value, and seven hundred million (700,000,000) shares shall be common stock, of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the preferred stock in one or more series, with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the Certificate of Incorporation or any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors, (i) by action duly taken on October 22, 1982, authorized the issuance of six million (6,000,000) shares of Cumulative Adjustable Preferred Stock, Series A, without par value (the "Series A Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of Series A Preferred Stock to five million one hundred seventy eight thousand (5,178,000) shares, (ii) by action duly taken on February 11, 1983, authorized the issuance of four million (4,000,000) shares of Cumulative Adjustable Preferred Stock, Series B without par value (the "Series B Preferred Stock"), and by action duly taken on March 2, 1992, reduced the number of authorized shares of 1l 131 Series B Preferred Stock to three million five hundred forty-six thousand one hundred (3,546,100) shares, (iii) by actions duly taken on April 11, 1988 and on October 7, 1991, authorized the issuance of seven million (7,000,000) shares of Cumulative Participating Preferred Stock, Series E, without par value, (iv) by action duly taken on January 7, 1991, and the Pricing Committee of the Board of Directors by action duly taken on March 22, 1991, authorized the issuance of seven million two hundred fifty thousand (7,250,000) shares of 9-5/8% Cumulative Preferred Stock, Series F, without par value, (v) by action duly taken on April 29, 1991, and the Pricing Committee of the Board of Directors by action duly taken on May 21, 1991, authorized the issuance of five million (5,000,000) shares of 6-1/2% Cumulative Convertible Preferred Stock, Series G, without par value, (vi) by action duly taken on August 5, 1991, the Pricing Committee of the Board of Directors by action duly taken on November 22, 1991, and the Pricing Subcommittee of the Board of Directors by action duly taken on December 13, 1991, authorized the issuance of eleven million two hundred fifty thousand (11,250,000) shares of 9% Cumulative Preferred Stock, Series H, without par value, (vii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of two hundred thousand (200,000) shares of 11% Preferred Stock, Series I, without par value, (viii) by action duly taken on August 11, 1991, and the Pricing Committee of the Board of Directors by action duly taken on April 15, 1992, authorized the issuance of four hundred thousand (400,000) shares of 11% Preferred Stock, Series J, without par value, (ix) by action duly taken on January 6, 1992, the Pricing Committee of the Board of Directors by action duly taken on January 27, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on February 5, 1992, authorized the issuance of fourteen million six hundred thousand (14,600,000) shares of 8-3/8% Cumulative Preferred Stock, Series K, without par value, (x) by action duly taken on March 2, 1992, and June 23, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on July 6, 1992, authorized the issuance of eight hundred thousand (800,000) shares of 8.16% Cumulative Preferred Stock, Series L, without par value, and (xi) by actions duly taken on August 3, 1992 and September 8, 1992, and the Pricing Subcommittee of the Board of Directors by action duly taken on September 22, 1992, authorized the issuance of seven hundred thousand (700,000) shares of 7-7/8% Cumulative Preferred Stock, Series M, without par value. 4. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, and the authority conferred upon the Pricing Committee and the Pricing Subcommittee of the Board of Directors by the resolutions adopted by 2l 132 the Board of Directors on October 5, 1992, the Board of Directors by action duly taken on October 5, 1992, the Pricing Committee of the Board of Directors by action duly taken on November 9, 1992, and the Pricing Subcommittee of the Board of Directors, by action duly taken on December 7, 1992, adopted resolutions that compositely provide for an additional series of the preferred stock as follows: "RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock", which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of four hundred seventy-five thousand (475,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of such series shall be 8-1/2% Cumulative Preferred Stock, Series N (hereinafter referred to as the "Series N Preferred Stock") and the number of shares constituting such series is four hundred seventy-five thousand (475,000). Shares of Series N Preferred Stock shall have a stated value of $500 per share. The number of authorized shares of Series N Preferred Stock may be reduced by further resolution duly adopted by the Board of Directors of the Corporation or the Executive Committee of the Board of Directors and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of Series N Preferred Stock shall not be increased. 2. Dividends. Quarterly Dividend Periods shall commence on March 1, June 1, September 1 and December 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period. Such dividends shall be cumulative from the respective dates of original issue of shares of Series N Preferred Stock and shall be payable, when and as declared by the Board of Directors, on February 28, May 31, August 31 and November 30 of each year, commencing February 28, 1993. Each such dividend shall be paid to the holders of record of shares of Series N Preferred Stock as they appear on the stock register of the Corporation on such record date, not exceeding 30 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation. 3l 133 Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. If there shall be outstanding shares of any other series of Preferred Stock ranking on a parity as to dividends with the Series N Preferred Stock, the Corporation, in making any dividend payment on account of arrears on the Series N Preferred Stock or such other series of Preferred Stock, shall make payments ratably upon all outstanding shares of Series N Preferred Stock and such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears upon all such outstanding shares of Series N Preferred Stock and such other series of Preferred Stock to the date of such dividend payment. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments which may be in arrears. The amount of dividends per share payable for each Quarterly Dividend Period shall be computed by dividing the Dividend Rate (as defined below) for such Dividend Period by four and applying such rate against the stated value per share of the Series N Preferred Stock. Dividends payable on the Series N Preferred Stock for any period less than a full Quarterly Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 3. Dividend Rate. The Dividend Rate on the shares of Series N Preferred Stock for the period (the "Initial Dividend Period") from the respective dates of original issue thereof to and including February 28, 1993, and for each Quarterly Dividend Period thereafter shall be 8-1/2% per annum. 4. Redemption. The Corporation, at its option, may, with the prior consent of the Board of Governors of the Federal Reserve System, if required, redeem shares of the Series N Preferred Stock, as a whole or in part, at any time or from time to time on or after December 15, 1997, at $500 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. If the Corporation shall redeem shares of Series N Preferred Stock pursuant to this Section 4, notice of such redemption shall be given by publication (not less than 40 nor more than 90 days prior to the redemption date) at least once in a newspaper printed in 4l 134 the English language and of general circulation in the City and County of San Francisco, State of California (upon any secular day of the week) stating such election on the part of the Corporation and that on the redemption date there will become due and payable upon each of the shares to be redeemed, at the place or places specified in such notice, the applicable redemption price therein specified. A similar notice shall be mailed by first class mail, postage prepaid, not less than 40 nor more than 90 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (a) the redemption date; (b) the number of shares of Series N 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; (c) the redemption price; (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (e) that dividends on the shares to be redeemed will cease to accrue on such redemption date. Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of the Series N Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If less than all the outstanding shares of Series N Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Series N Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be) in any method determined by the Corporation in its sole discretion to be equitable. In no event shall the Corporation redeem or purchase any shares of Series N Preferred Stock pursuant to this Section 4 unless full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Series N Preferred Stock for all past Dividend Periods, and unless all matured obligations of the Corporation with respect to all sinking funds, retirement funds or 5l 135 purchase funds for all series of Preferred Stock then outstanding have been met. 5. Shares to be Retired. All shares of Series N Preferred Stock redeemed by the Corporation shall be retired and cancelled and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, and may thereafter be issued. 6. Conversion or Exchange. The holders of shares of Series N Preferred Stock shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. 7. Voting. Except as hereinafter in this Section 7 expressly provided or as otherwise required by law, the Series N Preferred Stock shall have no voting power. Whenever and as often as dividends payable on any share or shares of the Preferred Stock at the time outstanding shall be accumulated and unpaid in an amount equivalent to or exceeding six quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the Preferred Stock of all series shall thereafter have the right, as a single class, to elect two directors, and, subject to the terms of any outstanding series of Preferred Stock, the holders of record of the common stock, as a single class, shall have the right to elect the remaining authorized number of Directors. In any such election, the holders of shares of Series N Preferred Stock shall be entitled to cast one vote per share. Upon the happening of the six dividend defaults hereinabove set forth, a special meeting of stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than ten percent of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders, the stockholders of the Corporation then entitled to vote shall elect, voting as above provided, an entirely new Board of Directors, and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, 6l 136 however, that nothing herein contained shall be construed to be a bar to the reelection of any Director at such meeting. At all meetings of stockholders at which holders of Preferred Stock shall be entitled to vote for Directors as a single class, the holders of a majority of the outstanding shares of each class or series of capital stock of the Corporation having the right to vote as a single class shall be necessary to constitute a quorum, whether present in person or by proxy, for the election by that class or series of its designated Directors. In order to validate an election of Directors by stockholders voting as a class, such Directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. At any such meeting, the election of Directors by stockholders voting as a class shall be valid notwithstanding that a quorum of other stockholders voting as one or more classes may not be present or represented at such meeting, and if any stockholders voting as a class shall elect Directors, the Directors so elected shall be deemed to be Directors of the Corporation unless and until the other stockholders entitled to vote as one or more classes shall elect their Directors. While class voting is in effect with respect to the Preferred Stock, any Director elected by holders of Preferred Stock voting as a class may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such Director, for any cause deemed sufficient by such stockholders present at such meeting. In case any vacancy shall occur among the Directors elected by such stockholders voting as a class, such vacancy may be filled by the remaining Director so elected, or his successor then in office, and the Director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of Directors. Such voting rights of the holders of Preferred Stock as a single class, once effective, shall continue only until all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment at which time the right of the Preferred Stock to vote as a single class for the election of Directors, as hereinabove set forth, shall terminate. Upon such termination, a special meeting of the stockholders of the Corporation then entitled to vote may be called by the Chairman of the Board or the President, and shall be called by the Chairman of the Board or the President or the Secretary of the Corporation if requested in writing by the holders of record of not less than one 7l 137 percent of the common stock then outstanding, and at such special meeting, or if no such special meeting shall have been called then at the next annual meeting of the stockholders, the stockholders of the Corporation then entitled to vote shall elect an entirely new Board of Directors and the term of office of the Directors in office at the time of such election shall expire upon the election of their successors at such meeting; provided, however, that nothing herein contained shall be construed to be a bar to the reelection of any such Director at such meeting. The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders of shares of Series N Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 8. Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, voluntary or involuntary, the holders of all shares of Series N Preferred Stock shall be entitled to be paid in full out of the assets of the 8l 138 Corporation available for distribution to stockholders, before any distribution of assets shall be made to the holders of common stock or of any other shares of stock of the Corporation ranking as to such distribution junior to the Series N Preferred Stock, an amount equal to $500 per share plus an amount equal to any accrued and unpaid dividends thereon to the date fixed for payment of such distribution. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series N Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series N Preferred Stock are not paid in full, the holders of the Series N Preferred Stock and of such other shares shall share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment to the holders of the Series N Preferred Stock of the full preferential amounts provided for in this Section 8, the holders of the Series N Preferred Stock shall be entitled to no further participation in any distribution of assets by the Corporation. Consolidation or merger of the Corporation with or into another corporation or corporations, or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all of the assets of the Corporation, shall not be deemed or construed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 8. 9. Limitation on Dividends on Junior Ranking Stock. So long as any Series N Preferred Stock shall be outstanding, the Corporation shall not declare any dividends on the common stock of the Corporation or any other stock of the Corporation ranking as to dividends or distribution of assets junior to the Series N Preferred Stock (the common stock and any such other stock being herein referred to as "Junior Stock"), or make any payment on account of, or set apart money for, a sinking or other analogous fund for the purchase, redemption or other retirement of any shares of Junior Stock, or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Corporation, other than Junior Stock (such dividends, payments, setting apart and distributions being herein called "Junior Stock Payments"), unless all of the conditions set forth in the following subsections A and B shall exist at the date of such declaration in the case of any such dividend, or the date of such setting apart in the case of any such fund, or the date of such payment or distribution in the case of any other Junior Stock Payment: 9l 139 A. Full cumulative dividends shall have been paid or declared and set apart for payment upon all outstanding shares of Preferred Stock other than Junior Stock. B. The Corporation shall not be in default or in arrears with respect to any sinking or other analogous fund or any call for tenders obligation or other agreement for the purchase, redemption or other retirement of any shares of Preferred Stock other than Junior Stock. 10l 140 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of ADJUSTABLE RATE PREFERRED STOCK, SERIES 1 of BANKAMERICA CORPORATION BankAmerica Corporation, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: 1. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue as seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of Preferred Stock, without par value, and seven hundred million (700,000,000) shares shall be Common Stock of the par value of $1.5625 per share. 2. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the Preferred Stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of each such series. 3. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation and Delaware law, the Board of Directors, by actions duly taken on January 27, 1994, adopted the following resolution authorizing the issuance of one million seven hundred eighty-eight thousand (1,788,000) shares of Adjustable Rate Preferred Stock, Series 1, without par value: RESOLVED, that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock," which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be 1m 141 issued by the Corporation), consisting of one million seven hundred eighty-eight thousand (1,788,000) shares is hereby provided for, and the voting power, designation, preference and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: (1) Designation. The designation of the series of Preferred Stock created by this resolution shall be "Adjustable Rate Preferred Stock, Series 1," without par value (hereinafter called this "Series"), and the number of shares constituting this Series is one million seven hundred eighty-eight thousand (1,788,000). Shares of this Series shall have a stated value of $50 per share. The number of authorized shares of this Series may be reduced (but not below the number of shares then outstanding) by further resolution duly adopted by the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased. (2) Dividend Rate. (a) For each quarterly dividend period (hereinafter referred to individually as a "Quarterly Dividend Period" or a "Dividend Period," and collectively referred to as "Dividend Periods"), which Quarterly Dividend Periods shall commence on January 1, April 1, July 1, and October 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period, dividend rates on the shares of this Series shall be at a rate per annum of the stated value thereof equal to the Applicable Rate (as defined in paragraph (b) of this Section (2)) in respect of such Quarterly Dividend Period. Dividends shall be cumulative from the date of original issue of such shares and shall be payable, when and as declared by the Board of Directors or by a committee of said Board duly authorized by said Board to declare such dividends, on March 31, June 30, September 30 and December 31 of each year. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not exceeding 40 days preceding the payment date thereof, as shall be fixed by the Board of Directors or by a committee of said Board duly authorized to fix such date. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, 2m 142 not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors or by a committee of said Board duly authorized to fix such date. The initial Quarterly Dividend Period with respect to this Series shall commence on October 1, 1994, and the dividend payable for such initial Quarterly Dividend Period shall be payable, when and as declared by the Board of Directors or by a committee of said Board duly authorized by said Board to declare such dividend, on December 31, 1994. (b) Except as provided below in this paragraph, the "Applicable Rate" for any Quarterly Dividend Period shall be (1) 1.00% less than (2) the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. In the event that the Corporation determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate cannot be determined for any Quarterly Dividend Period, then the Applicable Rate for such Dividend Period shall be 1.00% less than the higher of whichever two of such Rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Applicable Rate for such Dividend Period shall be 1.00% less than whichever such Rate can be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Applicable Rate in effect for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 7.50% per annum or greater than 13.50% per annum. (c) Except as provided below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly by the 3m 143 Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum secondary market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum secondary market discount rate for three-month U.S. Treasury bills shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for all of the U.S. Treasury bills then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum secondary market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non-interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill 4m 144 Rate for such Dividend Period shall be the arithmetic average of the per annum secondary market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (d) Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by 5m 145 any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (e) Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of March, June, September or December, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly average yield 6m 146 to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more than twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (f) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percentage point. (g) The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of shares of this Series. (h) For purposes of this Section (2), the term (1) "Calendar Period" shall mean 14 calendar days; 7m 147 (2) "Special Securities" shall mean securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; (3) "Ten Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (4) "Twenty Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). (3) Dividend Provisions. (a) No full dividends shall be declared or paid or set apart for payment on the Preferred Stock of any series ranking, as to dividends, on a parity with or junior to this Series for any period unless full cumulative dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof set apart for such payment, on this Series for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full, as aforesaid, upon the shares of this Series and any other Preferred Stock ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other Preferred Stock ranking on a parity as to dividends with this Series shall be declared pro rata so that the amount of dividends declared per share on this Series and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of this Series and such other Preferred Stock bear to each other. Holders of shares of this Series shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on this Series. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on this Series which may be in arrears. 8m 148 (b) So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation and other than as provided in paragraph (a) of this Section (3)) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with this Series as to dividends or upon liquidation, nor shall any Common Stock nor any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of this Series shall have been paid for all past Dividend Periods. (c) Dividends payable on this Series for each full Quarterly Dividend Period shall be computed by dividing the Applicable Rate by four and multiplying the result by the stated value. Dividends payable on this Series for any period less than a full Quarterly Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months. (4) Redemption. (a) The shares of this Series shall, with the prior written consent of the Federal Reserve Board, if required, be redeemable, as a whole or in part, at any time or from time to time, at the Corporation's option, at a redemption price of $50.00 per share, plus accrued and unpaid dividends thereon to the date fixed for redemption. (b) In the event that fewer than all the outstanding shares of this Series are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined to be equitable by the Board of Directors in its sole discretion. 9m 149 (c) In the event the Corporation shall redeem shares of this Series, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of this Series redeemed and the number of such shares to be redeemed from such holder; (3) the redemption price; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. (d) Notice having been mailed as aforesaid from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of this Series so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate representing the unredeemed shares shall be issued without cost to the holder thereof. (e) Any shares of this Series which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. (f) Notwithstanding the foregoing provisions of this Section (4), if any dividends on this Series are in arrears, no shares of this Series shall be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of 10m 150 this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of this Series. (5) Conversion or Exchange. The holders of shares of this Series shall not have any rights herein to convert such shares into or exchange such shares for shares of any other class or classes or of any other series of any class or classes of capital stock of the Corporation. (6) Voting. Except as expressly provided hereinafter in this Section (6) or as otherwise from time to time required by law, the shares of this Series shall have no voting power. (a) Whenever, at any time or times, dividends payable on any share or shares of the Preferred Stock shall be in arrears in an amount equal to at least six full quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the outstanding Preferred Stock of all series shall have the exclusive right, voting separately as a single class, to elect two directors of the Corporation at a special meeting of stockholders of the Corporation or at the Corporation's next annual meeting of stockholders, and at each subsequent annual meeting of stockholders, as provided below. At elections for such directors, the holders of shares of this Series shall be entitled to cast one vote for each share held. (b) Upon the vesting of such right of the holders of the Preferred Stock, the maximum authorized number of members of the Board of Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of the outstanding Preferred Stock as hereinafter set forth. A special meeting of the stockholders of the Corporation then entitled to vote shall be called by the Chairman of the Board of Directors or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than 10% of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders of the Corporation, the holders of the Preferred Stock shall elect, voting as above provided, two directors of the Corporation to fill the aforesaid vacancies created by the automatic increase in the number of members of the Board of Directors. At any and all such meetings for such election, the holders of a majority of the 11m 151 outstanding shares of the Preferred Stock of the Corporation shall be necessary to constitute a quorum for such election, whether present in person or by proxy, and such two directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. Any director elected by holders of the Preferred Stock pursuant to this Section may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such director, with or without cause. In case any vacancy shall occur among the directors elected by the holders of the Preferred Stock pursuant to this Section, such vacancy may be filled by the remaining director so elected, or his successor then in office, and the director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of directors. (c) The right of the holders of the Preferred Stock, voting separately as a class, to elect two members of the Board of Directors of the Corporation as aforesaid shall continue until, and only until, such time as all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment, at which time such right shall terminate, 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. Upon any termination of the right of the holders of the Preferred Stock as a class to vote for directors as herein provided, the term of office of all directors then in office elected by the holders of the Preferred Stock pursuant to this Section shall terminate immediately. Whenever the term of office of the directors elected by the holders of the Preferred Stock pursuant to this Section shall terminate and the special voting powers vested in the holders of the Preferred Stock pursuant to this Section shall have expired, the maximum number of members of the Board of Directors of the Corporation shall be such number as may be provided for in the By-Laws of the Corporation irrespective of any increase made pursuant to the provisions of this Section. (d) The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class without regard to series, the holders 12m 152 of the shares of this Series being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (1) any change in the Certificate of Incorporation or certificate supplement thereto or By-Laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided, that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (2) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. (7) Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the shares of this Series shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders, before any payment or distribution shall be made on the Common Stock or any other class of stock ranking junior to the Preferred Stock, upon liquidation, the amount of $50 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of final distribution. (b) Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a 13m 153 dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section (7). (c) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this Section (7), the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section (7), no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. (8) Ranking. For purposes of this resolution, any stock of any class or classes of the Corporation shall be deemed to rank: (a) Prior to the shares of this Series, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series; (b) On a parity with shares of this Series, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series; and 14m 154 (c) Junior to shares of this Series, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of this Series shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. 15m 155 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES 2 of BANKAMERICA CORPORATION BankAmerica Corporation, a corporation organized and existing under the laws of the State of Delaware (herein referred to as the "Corporation"), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, does hereby CERTIFY: A. The Certificate of Incorporation, as amended, of the Corporation fixes the total number of shares of all classes of capital stock which the Corporation shall have the authority to issue as seven hundred seventy million (770,000,000) shares, of which seventy million (70,000,000) shares shall be shares of Preferred Stock, without par value. B. The Certificate of Incorporation, as amended, of the Corporation, expressly grants to the Board of Directors of the Corporation authority to provide for the issuance of the Preferred Stock in one or more series, to fix the number of shares in each such series and to fix the designations and the powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of each such series. C. Pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation and Delaware law, the Board of Directors, by actions duly taken on January 27, 1994, adopted the following resolution authorizing the issuance of three million (3,000,000) shares of Adjustable Rate Cumulative Preferred Stock, Series 2, without par value: RESOLVED that an issue of a series of the preferred stock, without par value, of the Corporation (such preferred stock being herein referred to as "Preferred Stock," which term shall include any additional shares of preferred stock of the same class heretofore or hereafter authorized to be issued by the Corporation), consisting of three million (3,000,000) shares is hereby provided for, and the voting power, designation, preference and 1n 156 relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, are fixed hereby as follows: 1. Designation. The designation of the series of Preferred Stock created by this resolution shall be "Adjustable Rate Cumulative Preferred Stock, Series 2," without par value (hereinafter called this "Series"), and the number of shares constituting this Series is 3,000,000. Shares of this Series shall have a stated value of $100 per share. The number of authorized shares of this Series may be reduced (but not below the number of shares then outstanding) or increased by further resolution duly adopted by the Board of Directors of the Corporation and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction has been so authorized. 2. Dividend Rate. (a) For each Quarterly Dividend Period (hereinafter individually referred to as a "Quarterly Dividend Period" or a "Dividend Period," and collectively referred to as "Dividend Periods"), which Quarterly Dividend Periods shall commence on January 1, April 1, July 1 and October 1 in each year and shall end on and include the day next preceding the first day of the next Quarterly Dividend Period, dividend rates on the shares of this Series shall be at a rate per annum of the stated value thereof equal to the Applicable Rate in respect of such Quarterly Dividend Period. (b) Except as provided below in this paragraph, the "Applicable Rate" for any Quarterly Dividend Period shall be (1) 1.10% greater than (2) the highest of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate (each as hereinafter defined) for such Dividend Period. In the event that the Corporation determines in good faith that for any reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate cannot be determined for any Quarterly Dividend Period, then the Applicable Rate for such Dividend Period shall be 1.10% greater than the higher of whichever two of such Rates can be so determined; (ii) only one of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Applicable Rate for such Dividend Period shall be 1.10% greater than whichever such Rate can be so determined; or 2n 157 (iii) none of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate can be determined for any Quarterly Dividend Period, then the Applicable Rate in effect for the preceding Dividend Period shall be continued for such Dividend Period. Anything herein to the contrary notwithstanding, the Applicable Rate for any Quarterly Dividend Period shall in no event be less than 9.0% per annum or greater than 15.75% per annum. (c) Except as provided below in this paragraph, the "Treasury Bill Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of December, March, June or September, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum secondary market discount rate during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for three-month U.S. Treasury bills, as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum secondary market discount rate for three-month U.S. Treasury bills shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum secondary market discount rates (or the one weekly per annum secondary market discount rate, if only one such rate shall be published during the relevant Calendar Period as provided below) for all of the U.S. Treasury bills then having maturities of not less than 80 nor more than 100 days, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such rates, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason no such U.S. Treasury bill rates are published as provided above during such Calendar Period, then the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the 3n 158 per annum secondary market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable non- interest bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Treasury Bill Rate for any Quarterly Dividend Period as provided above in this paragraph, the Treasury Bill Rate for such Dividend Period shall be the arithmetic average of the per annum secondary market discount rates based upon the closing bids during such Calendar Period for each of the issues of marketable interest-bearing U.S. Treasury securities with a maturity of not less than 80 nor more than 100 days, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (d) Except as provided below in this paragraph, the "Ten Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of December, March, June or September, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Ten Year Average Yield during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Ten Year Average Yield should not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided below) for all of the actively traded marketable U.S. Treasury fixed 4n 159 interest rate securities (other than Special Securities) then having maturities of not less than eight nor more than twelve years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Ten Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Ten Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eight nor more than twelve years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (e) Except as provided below in this paragraph, the "Twenty Year Constant Maturity Rate" for each Quarterly Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly by the Federal Reserve Board during the Calendar Period immediately prior to the last ten calendar days of December, March, June or September, as the case may be, prior to the Quarterly Dividend Period for which the dividend rate on this Series is being determined. In the event that the Federal Reserve Board does not publish such a weekly per annum Twenty Year Average Yield during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty Year Average Yield, if only one such Yield shall be published during the relevant Calendar Period as provided below), as published weekly during such Calendar Period by any Federal Reserve Bank or by any U.S. Government department or agency selected by the Corporation. In the event that a per annum Twenty Year Average Yield shall not be published by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S. Government department or agency during such Calendar Period, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the two most recent weekly per annum average yields to maturity (or the one weekly per annum average yield to maturity, if only one such yield shall be published during the relevant Calendar Period as provided 5n 160 below) for all of the actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) then having maturities of not less than eighteen nor more than twenty-two years, as published during such Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank or any U.S. Government department or agency selected by the Corporation. In the event that the Corporation determines in good faith that for any reason the Corporation cannot determine the Twenty Year Constant Maturity Rate for any Quarterly Dividend Period as provided above in this paragraph, then the Twenty Year Constant Maturity Rate for such Dividend Period shall be the arithmetic average of the per annum average yields to maturity based upon the closing bids during such Calendar Period for each of the issues of actively traded marketable U.S. Treasury fixed interest rate securities (other than Special Securities) with a final maturity date not less than eighteen nor more than twenty-two years from the date of each such quotation, as chosen and quoted daily for each business day in New York City (or less frequently if daily quotations shall not be generally available) to the Corporation by at least three recognized dealers in U.S. Government securities selected by the Corporation. (f) The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate shall each be rounded to the nearest five hundredths of a percentage point. (g) The Applicable Rate with respect to each Quarterly Dividend Period will be calculated as promptly as practicable by the Corporation according to the appropriate method described herein. The Corporation will cause each Applicable Rate to be published in a newspaper of general circulation in New York City prior to the commencement of the new Quarterly Dividend Period to which it applies and will cause notice of such Applicable Rate to be enclosed with the dividend payment checks next mailed to the holders of shares of this Series. (h) For purposes of this Section 2, the term: (1) "Calendar Period" shall mean 14 calendar days; (2) "Special Securities" shall mean securities which can, at the option of the holder, be surrendered at face value in payment of any Federal estate tax or which provide tax benefits to the holder and are priced to reflect such tax benefits or which were originally issued at a deep or substantial discount; 6n 161 (3) "Ten Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of ten years); and (4) "Twenty Year Average Yield" shall mean the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities (adjusted to constant maturities of twenty years). 3. Dividend Provisions. (a) No full dividends shall be declared or paid or set apart for payment on shares of any class or any series ranking, as to dividends, on a parity with or junior to this Series for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on this Series for all dividend payment periods terminating on or prior to the last day of the dividend payment period in which such full dividends are to be paid. When dividends are not paid in full, as aforesaid, upon the shares of this Series and any other class or series ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other class or series ranking on a parity as to dividends with this Series shall be declared pro rata so that the amount of dividends declared per share on this Series and such other class or series ranking on a parity with this Series shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of this Series and such other class or series ranking on a parity with this Series bear to each other. Holders of shares of this Series shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on this Series. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on this Series which may be in arrears. (b) So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation and other than as provided in paragraph (a) of this Section 3) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to or on a parity with this Series as to dividends or upon liquidation, nor shall any Common Stock nor any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid 7n 162 to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation) unless, in each case, the full cumulative dividends on all outstanding shares of this Series shall have been paid for all past dividend payment periods, or are concurrently, declared, paid or a sum sufficient for the payment thereof set apart for payment. (c) Dividends payable on shares of this Series for each full Quarterly Dividend Period shall be computed by dividing the Applicable Rate by four and multiplying the result by the stated value. Dividends payable on shares of this Series for any period less than a full Quarterly Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the period for which a dividend is payable. (d) Dividends shall be cumulative from the date of original issue of such shares and shall be payable when and as declared by the Board of Directors or by a committee of said Board duly authorized by said Board to declare such dividends, on December 31, March 31, June 30 and September 30 of each year. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not exceeding 40 days preceding the payment date thereof, as shall be fixed by the Board of Directors of the Corporation or by a committee of said Board of Directors duly authorized to fix such date. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation or by a committee of said Board of Directors duly authorized to fix such date. The initial Quarterly Dividend Period with respect to this Series shall commence on October 1, 1994, and the dividend payable for such initial Quarterly Dividend Period shall be payable, when and as declared by the Board of Directors or by a committee of said Board duly authorized by said Board to declare such dividend, on December 31, 1994. 4. Redemption. (a) The shares of this Series shall, with the prior consent of the Board of Governors of the Federal Reserve System, if required, be redeemable as a whole or in part, at any time or from time to time, at the Corporation's option, at a redemption price of (1) $108.00 per share in the case of any redemption occurring on or before August 15, 1999 and (2) $100.00 per share in the case of any redemption occurring after August 15, 1999, plus an amount equal to accrued and unpaid dividends thereon to the date fixed for redemption (computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the period). 8n 163 (b) In the event that fewer than all the outstanding shares of this Series are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be determined by lot or pro rata as may be determined by the Board of Directors or by any other method as may be determined to be equitable by the Board of Directors in its sole discretion. (c) In the event the Corporation shall redeem shares of this Series, notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the stock register of the Corporation. Each such notice shall state: (1) the redemption date; (2) the number of shares of this Series to be redeemed and, if fewer 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; (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (5) that dividends on the shares to be redeemed will cease to accrue on such redemption date. (d) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price) dividends on the shares of this Series so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate representing the unredeemed shares shall be issued without cost to the holder thereof. (e) Any shares of this Series which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation. (f) Notwithstanding the foregoing provisions of this Section 4, if any dividends on this Series are in arrears, no shares of this Series shall 9n 164 be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire any shares of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of this Series. 5. Voting. Except as expressly provided hereinafter in this Section 5 or as otherwise from time to time required by law, the shares of this Series shall have no voting power. (a) Whenever, at any time or times, dividends payable on any share or shares of this Series shall be in arrears in an amount equal to at least six full quarterly dividends (whether or not declared and whether or not consecutive), the holders of record of the outstanding Preferred Stock of all series shall have the exclusive right, voting separately as a single class, to elect two directors of the Corporation at a special meeting of stockholders of the Corporation or at the Corporation's next annual meeting of stockholders, and at each subsequent annual meeting of stockholders, as provided below. At elections for such directors, the holders of shares of this Series shall be entitled to cast one vote for each share held. (b) Upon the vesting of such right of the holders of the Preferred Stock, the maximum authorized number of members of the Board of Directors shall automatically be increased by two and the two vacancies so created shall be filled by vote of the holders of the outstanding Preferred Stock as hereinafter set forth. A special meeting of the stockholders of the Corporation then entitled to vote shall be called by the Chairman or the President or the Secretary of the Corporation, if requested in writing by the holders of record of not less than 10% of the Preferred Stock then outstanding. At such special meeting, or, if no such special meeting shall have been called, then at the next annual meeting of stockholders of the Corporation, the holders of the shares of the Preferred Stock shall elect, voting as above provided, two directors of the Corporation to fill the aforesaid vacancies created by the automatic increase in the number of members of the Board of Directors. At any and all such meetings for such election, the holders of a majority of the outstanding shares of the Preferred Stock shall be necessary to constitute a quorum for such election, whether present in person or by proxy, and such two directors shall be elected by the vote of at least a plurality of shares held by such stockholders present or represented at the meeting. Any director elected by holders of shares of the Preferred Stock pursuant to this Section may be removed at any annual or special meeting, by vote of a majority of the stockholders voting as a class who elected such director, with or without 10n 165 cause. In case any vacancy shall occur among the directors elected by the holders of the Preferred Stock pursuant to this Section, such vacancy may be filled by the remaining director so elected, or his successor then in office, and the director so elected to fill such vacancy shall serve until the next meeting of stockholders for the election of directors. (c) The right of the holders of the Preferred Stock, voting separately as a class, to elect two members of the Board of Directors of the Corporation as aforesaid shall continue until, and only until, such time as all arrears in dividends (whether or not declared) on the Preferred Stock shall have been paid or declared and set apart for payment, at which time such right shall terminate, 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. Upon any termination of the right of the holders of the shares of the Preferred Stock as a class to vote for directors as herein provided, the term of office of all directors then in office elected by the holders of Preferred Stock pursuant to this Section shall terminate immediately. Whenever the term of office of the directors elected by the holders of the Preferred Stock pursuant to this Section shall terminate and the special voting powers vested in the holders of the Preferred Stock pursuant to this Section shall have expired, the maximum number of members of the Board of Directors of the Corporation shall be such number as may be provided for in the By-laws of the Corporation irrespective of any increase made pursuant to the provisions of this Section. (d) The consent of the holders of at least two-thirds of the number of shares of Preferred Stock at the time outstanding, given in person or by proxy, either in writing or at a meeting of stockholders at which the holders of the Preferred Stock shall vote separately as a class, the holders of the Preferred Stock being entitled to cast one vote per share thereon, shall be necessary for effecting or validating: (i) any change in the Certificate of Incorporation, as amended, or certificate supplemental thereto or By-laws of the Corporation which would materially and adversely alter or change the preferences, privileges, rights or powers given to the holders of the Preferred Stock, provided that if one or more but not all series of Preferred Stock at the time outstanding are so affected, only the consent of the holders of at least two-thirds of each series so affected, voting separately as a class, shall be required; or (ii) the issuance of any shares of any other class of stock of the Corporation ranking prior to the Preferred Stock. 11n 166 The term "ranking prior to the Preferred Stock" shall mean and include all shares of stock of the Corporation in respect of which the rights of the holders thereof as to the payment of dividends or as to distributions in the event of a voluntary or an involuntary liquidation, dissolution or winding up of the Corporation, are given preference over the rights of the holders of the Preferred Stock. 6. Liquidation Rights. (a) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the shares of this Series shall be entitled to receive out of the assets of the Corporation, before any payment or distribution shall be made on the Common Stock, or on any other class or series of stock ranking junior to this Series, upon liquidation, the amount of $100.00 per share, plus a sum equal to all dividends (whether or not earned or declared) on such shares accrued and unpaid thereon to the date of final distribution. (b) Neither the sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation nor the merger or consolidation of the Corporation into or with any other corporation or the merger or consolidation of any other corporation into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 6. (c) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this Section 6, the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. (d) In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6, no such distribution shall be made on account of any shares of any other class or series of capital stock ranking on a parity with the shares of this Series upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. 12n 167 (e) Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders all amounts to which such holders are entitled pursuant to paragraph (a) of this Section 6 before any payment shall be made to the holders of any class of capital stock of the Corporation ranking junior upon liquidation to this Series. 7. Ranking. The Corporation's Adjustable Rate Preferred Stock, Series 1, shall rank, both as to dividends and upon liquidation, on a parity with the shares of this Series, and any stock of any class or classes of the Corporation shall be deemed to rank: (a) Prior to the shares of this Series, either as to dividends or upon liquidation, if the holders of such class or classes shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of this Series; (b) On a parity with shares of this Series, either as to dividends or upon liquidation, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share or sinking fund provisions, if any, be different from those of this Series, if the holders of such stock shall be entitled to the receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in proportion to their respective dividend rates or liquidation prices, without preference or priority, one over the other, as between the holders of such stock and the holders of shares of this Series; and (c) Junior to shares of this Series, either as to dividends or upon liquidation, if such class shall be Common Stock or if the holders of shares of this Series shall be entitled to receipt of dividends or of amounts distributable upon dissolution, liquidation or winding up of the Corporation, as the case may be, in preference or priority to the holders of shares of such class or classes. 13n 168 -----END PRIVACY-ENHANCED MESSAGE-----