SUPPLEMENTARY SECTION TO
THE FEDERAL STOCK CHARTER OF
WILMINGTON SAVINGS FUND SOCIETY,
FEDERAL SAVINGS BANK
Authorization
of Non-Cumulative Convertible
Perpetual Preferred Stock, Series 1,
$.01 Par Value Per Share
RESOLVED that, pursuant to Section 5 of the Federal Stock Charter of Wilmington Savings Fund Society, Federal Savings Bank (the
Bank), the Board of Directors of the Bank does hereby adopt a Supplementary Section to the Federal Stock Charter of the Bank to provide for the Issuance of shares of Preferred Stock in a series to consist of Two Million (2,000,000)
shares, $.01 par value per share, to be known as the Banks Non-Cumulative Convertible Perpetual Preferred Stock, Series 1 and does hereby fix the distinguishing characteristics, relative
rights and preferences, including the designation, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of such series of stock (in addition to those set forth in the
Federal Stock Charter of the Bank which are applicable to the Preferred Stock of all series), as follows:
SECTION 1.
Designation and Amount. The shares of this series shall be designated as Non-Cumulative Perpetual Convertible Preferred Stock, Series 1 (the Series 1 Preferred Stock) and
the number of shares constituting the Series 1 Preferred Stock shall be Two Million (2,000,000) shares.
SECTION 2.
Dividends and Distributions.
(A) The holders of record of shares of Series 1 Preferred Stock shall be entitled to receive, if, as
and when declared by the Board of Directors out of funds legally available for the purpose, quarterly cash dividends payable in arrears on the first day of January, April, July and October in each year (each such date being referred to herein as a
Quarterly Dividend Payment Date), to the holders of record of the Series 1 Preferred Stock at the close of business on or about the 15th day of the month next preceding the first day of January, April, July or October, as the case may
be, fixed by the Board of Directors (the Record Date), commencing on the first Quarterly Dividend Payment Date after March 31, 1994 in an amount (if any) per share (rounded to the nearest cent), subject to the provision for
adjustment hereinafter set forth, equal to one-quarter of the total annual dividend of ninety cents (90%) per share.
(B) Dividends due pursuant to paragraph (A) of this Section shall begin to accrue on outstanding shares of Series 1 Preferred Stock from
the Quarterly Dividend Payment Date next preceding March 31, 1994. Dividends accruing on outstanding shares of Series 1 Preferred Stock shall not be cumulative. Dividends paid on the shares of Series 1 Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares
at the time outstanding.
(C) No dividends shall accrue or be paid on the Series 1 Preferred Stock, if after payment, the Bank would be
undercapitalized within the meaning of Section 38(d) of the Federal Deposit Insurance Act.
SECTION 3. Certain
Restrictions.
(A) Prior to March 31, 1994, the Bank shall not in any circumstances, and after March 31, 1994, whenever
quarterly dividends or other dividends or distributions payable on the Series 1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares
of Series 1 Preferred Stock outstanding shall have been paid in full, the Bank shall not:
(i) declare or pay dividends, or
make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series 1 Preferred Stock: