A. Dividends. Notwithstanding any other provision of law, whether related to restrictions upon payment of dividends upon capital stock or otherwise, the holders of preferred stock shall be entitled to receive cumulative dividends only if provided for in the bank or trust company’s certificate of incorporation or amendment thereto.

B. Dividends on common stock may not be paid until dividends on preferred stock have been paid - Retirement. No dividends shall be declared or paid on common stock until the cumulative dividends on the preferred stock shall have been paid in full. If the bank or trust company is placed in voluntary or involuntary liquidation, no dividends shall be paid to the holders of common stock until the holders of preferred stock shall have been paid in full the par value or the retirement price (whichever is greater) of such stock plus any authorized accumulated dividends.

C. Voting rights - Conversion - Retirement. Preferred stock shall have such voting and conversion rights and such control of management, and shall be subject to retirement at such price and in such manner and upon such conditions, as may be provided in the certificate of incorporation or any amendment thereto, with the approval of the Board.