Section 2. Number of Shares. The number of
authorized shares of Series I Preferred Stock shall be 15,000. Such number may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock set forth in the Articles of Organization) or decreased (but
not below the number of shares of Series I Preferred Stock then outstanding) by further votes duly adopted by the Board of Directors or any duly authorized committee of the Board of Directors and by the filing of articles of amendment pursuant to
the provisions of the MBCA stating that such increase or reduction, as the case may be, has been so authorized. The Corporation shall have the authority to issue fractional shares of Series I Preferred Stock.
Section 3. Definitions. As used herein with respect to Series I Preferred Stock:
(a) Appropriate Federal Banking Agency means the appropriate Federal
banking agency with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.
(b) Articles of Organization means the Restated Articles of Organization of the
Corporation, as may be amended from time to time, and shall include this Certificate of Designation.
(c)
Board of Directors shall have the meaning set forth in the Preamble hereof.
(d)
Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in New York, New York or
Boston, Massachusetts.
(e) Bylaws means the Bylaws of the Corporation, as may be amended from time to
time.
(f) Calculation Agent means, initially, State Street Bank and Trust Company and then
such bank or other entity as the Corporation may appoint to act as calculation agent for the Series I Preferred Stock.
(g)
Certificate of Designation means this Certificate of Designation relating to the Series I Preferred Stock, as it may be amended from time to time.
(h) Chair Committee shall have the meaning set forth in the Preamble hereof.
(i) Common Stock means the common stock, par value $1.00 per share, of the Corporation.
(j) Corporation shall have the meaning set forth in the Preamble hereof.
(k) Depositary Company shall have the meaning set forth in Section 6(d) hereof.
(l) Dividend Payment Date shall have the meaning set forth in
Section 4(a)(ii) hereof.
(m) Dividend Period shall have the meaning set forth in
Section 4(a)(ii) hereof.
(n) DTC means The Depository Trust Company, together with its successors and
assigns.
(o) First Reset Date means March 15, 2029.
-2-