CERTIFICATE OF DESIGNATIONS
5.000% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES U
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Inc., a Delaware corporation (the "Company"), hereby certifies that:
1. The Restated Certificate of Incorporation of the
Company (as amended through the date hereof, the "Certificate of Incorporation") fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of
common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.
Certificate of Incorporation expressly grants to the Board of Directors of the Company (the "Board of Directors") authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the
number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
3. Pursuant to the authority conferred upon a preferred stock committee (the "Preferred Stock Committee") by the Board of
Directors, the Preferred Stock Committee, by action duly taken on September 5, 2019, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Companys preferred stock and (ii) approving this final
form of Certificate of Designations of 5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series U (the "Series U Preferred Stock"), establishing the number of shares to be included in this Series U Preferred Stock and
fixing the designation, powers, preferences and rights of the shares of this Series U Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
Section 1. Designation.
The designation of the Series of preferred stock shall be "5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series
U" (the "Series U Preferred Stock"). Each share of Series U Preferred Stock shall be identical in all respects to every other share of Series U Preferred Stock.