Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock in preference to the holders of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Corporation and any other 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 to holders of record on the last business day of March, June, September and December each fiscal quarter of the Corporation in each year or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, Stock in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $18.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 24, 1999 1995 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Participating Cumulative Preferred Stock with respect to dividends, the holders of shares of Series B Participating Cumulative Preferred Stock, in preference to the shares of Common Stock, par value $1 per share, of the Company (the "Common Stock"), and any other stock of the Company junior to the Series B Participating Cumulative Preferred Stock with respect to dividends, 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 to holders of record on the last business day of MarchMarch 15, JuneJune 15, September 15 and December 15 in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Participating Cumulative Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Participating Cumulative Preferred Stock. In the event the Corporation Company shall at any time following December 31after March 12, 1999 (the "Rights Declaration Date") (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $20 or (b) subject to the provision for adjustment hereinafter set forth, 100 200 times the aggregate per share amount of all cash dividends, and 100 200 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, $2.50 par value $0.01 per sharevalue, of the Corporation said corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation said corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (a) and clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the last business 30th day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 0.001 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after January 1, 1999 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction fractional share of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation corporation shall at any time following December 31after July 15, 1999 1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Stock, if any, issued from time to time ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business fifteenth day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (x) $1.00 or (y) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December after July 31, 1999 1996 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (y) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock preferred shares or other class of shares not by its terms ranking prior and superior to the shares of on a parity with, or junior to, this Series B Preferred Stock with respect to dividends, the holders of shares of this Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposeDirectors, quarterly dividends payable in cash to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of this Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment greater of (i) $1.00 or (ii) an amount per share equal to the Formula Number (as hereinafter set forth, 100 defined) then in effect times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") A Shares since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share of this Series. In addition, if the Company shall pay any dividend or fraction make any distribution on the A Shares payable in assets, securities or other forms of a noncash consideration (other than dividends or distributions solely in A Shares) then, in each such case, the Company shall simultaneously pay or make on each outstanding share of this Series B Preferred Stocka dividend or distribution in like kind of the Formula Number then in effect times such dividend or distribution on each A Share. In As used herein, the event the Corporation "Formula Number" shall be 100; provided, however, that if at any time following December 31, 1999 the Company shall (i) declare or pay any dividend on Common Stock the Voting Shares payable in shares of Common StockVoting Shares or make any distribution on the Voting Shares in Voting Shares, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock Voting Shares into a larger number of Voting Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock Voting Shares into a smaller number of sharesVoting Shares, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series B Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the aggregate number of shares of Common Stock Voting Shares that are outstanding immediately after such event and the denominator of which is the aggregate number of shares of Common Stock Voting Shares that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that if at any time the Company shall issue any shares of its capital stock in a reclassification or change of the outstanding Voting Shares (including any such reclassification or change in connection with a merger in which the Company is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such reclassification or change.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders on August 31, November 30, February 28, and May 31 of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .001 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after May 12, 1999 2003 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to 10,000 times the aggregate per share amount of all cash dividends (subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends), and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stockcommon stock, no par value $0.01 per sharevalue, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 311, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B D Participating Preferred Stock with respect to dividends, the holders of shares of Series B D Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchJanuary, JuneApril, September July, and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B D Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B D Participating Preferred Stock. In the event the The Corporation shall at any time following December 31, 1999 declare a dividend or distribution on the Series D Participating Preferred Stock as provided in paragraph (ia) declare any above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Dividends shall begin to accrue on outstanding shares of Series D Participating Preferred Stock from the Quarterly Dividend Payment Date first following the date of issue of such shares of Series D Participating Preferred Stock, (ii) subdivide unless the outstanding Common Stock or (iii) combine date of issue of such shares is prior to the outstanding Common Stock into a smaller number 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, then in each such case or unless the amount to which 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 B D Participating Preferred Stock were entitled immediately prior to receive a quarterly dividend and before such event under Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the preceding sentence shares of Series D Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be adjusted by multiplying each allocated pro rata on a share-by-share basis among all such amount by shares at the time outstanding. The Board of Directors may fix a fraction record date for the numerator determination of which is the number holders of shares of Common Series D Participating Preferred Stock outstanding immediately after such event and the denominator entitled to receive payment of a dividend or distribution declared thereon, which is the number of shares of Common Stock that were outstanding immediately record date shall be no more than 30 days prior to such eventthe date fixed for the payment thereof.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 0.75 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Preferred Stock. In the event If the Corporation shall at any time following December 31February 5, 1999 1996 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of shares of preferred stock (generally, “Preferred Stock Shares”) ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series B A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Company (the “Board”) out of funds legally available for the purpose, quarterly dividends payable in cash at such times as dividends, other than dividends payable in Common Shares (as defined herein), are paid by the Company to holders of record on shares of the last business day common stock, par value $0.01 per share, of March, June, September and December in each year the Company (each such date being referred to herein as a "Quarterly Dividend Record Date"the “Common Shares”), commencing on the first Quarterly Dividend Record Date after date on which such a dividend is paid by the Company to the holders of the Common Shares following the first issuance of a share Series A Junior Participating Preferred Share or fraction of a share of thereof. Each such dividend payable on the Series B A Junior Participating Preferred Stock, Shares shall be in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared by the Board and then payable on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred StockShares. In the event the Corporation Company shall at any time following after December 3111, 1999 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under pursuant to the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Cumulative Preferred Stock with respect to dividendsdividends or distributions, the holders of shares of Series B A Junior Participating Cumulative Preferred 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 to holders of record on the last business fifteenth day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Cumulative Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $5.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 1.25 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Cumulative Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 after September 28,1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller small number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"“QUARTERLY DIVIDEND PAYMENT DATE”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock"“COMMON STOCK”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 28, 1999 2009 (the “RIGHTS DECLARATION DATE”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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 Outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (i) $0.10 or (ii) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after March 2, 1999 2011 (ithe “Rights Declaration Date”) (A) declare any dividend on Common Stock payable in shares of Common Stock, (iiB) subdivide the outstanding Common Stock Stock, or (iiiC) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock of the Company ranking prior and superior to the shares of Series B C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B C Junior Participating Preferred Stock Stock, in preference to the holders of shares of Common Stock, par value $0.25 per share, and shares of Serial Common Stock, par value $0.25, of the Company (the "Common Stock"), and of any other 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 to holders on any regular quarterly dividend payment date as shall be established by the Board of record on the last business day of March, June, September and December in each year Directors (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B C Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B C Junior Participating Preferred Stock. In the event the Corporation Company shall at any time following December 31after July 13, 1999 1998 (ithe "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series B C Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, if and as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share.50, of the Corporation Company (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation Company shall at any time following December 31after February 23, 1999 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Ai) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Trust ranking prior and superior to the shares of Series B Preferred Stock Shares with respect to dividends, the holders of shares of Series B Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockcommon shares of beneficial interest, $0.01 par value $0.01 per share, of the Corporation Trust (the "“Common Stock"Shares”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred StockShare or fraction thereof. In the event the Corporation Trust shall at any time following December August 31, 1999 2001 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Company ranking prior and superior to the shares of Series B A Preferred Stock Shares with respect to dividends, the holders of shares of Series B A Preferred Stock Shares shall be entitled to receive, when, as and if declared authorized by the Board of Directors Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), ) (commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series B Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockcommon shares of beneficial interest, par value $0.01 per share, of the Corporation Company (the "Common StockShares") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31June 11, 1999 1998 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 23, 1999 1996 (the "Rights Dividend Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock ranking prior and superior to the shares of Series B C Preferred Stock with respect to dividendsStock, the holders of shares of Series B C Preferred 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 to holders of record on the last business fifteenth day of March, June, September September, and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B C Preferred Stock, in an amount per share (rounded to the nearest cent) equal toto the greater of (a) $34, or (b) subject to the provision for adjustment hereinafter set forth, 100 one hundred times the aggregate per share amount of all cash dividends, and 100 one hundred times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B C Preferred Stock. In the event the Corporation shall at any time following December 31after January 20, 1999 1997 (the "Rights Declaration Date"), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after [—], 1999 2013 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, 100 equal to 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Class A Common Stock Stock, par value $0.50 per share (hereinafter definedthe "Class A Common Stock") of the Corporation or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Class A Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Class A Common Stock, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. The Parent and the Borrower will not, and will not permit any other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment to its Equity Interest holders, except: (i) the Parent may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests; (iii) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other equity incentive or benefit plans for management or employees of the Parent and its Subsidiaries; (iv) at any time prior to a Qualifying IPO, the Parent may make Permitted Tax Distributions in accordance with the last sentence of this Section 9.04; (v) the Parent may, substantially contemporaneously with (and in any event within three (3) Business Days after) its receipt of (A) Subject to any Unrestricted Subsidiary Distribution received directly from any Unrestricted Subsidiary or indirectly from the prior and superior rights of Borrower or (B) the holders proceeds of any shares sale or other disposition of any series of Preferred Stock ranking prior and superior Equity Interests in any Unrestricted Subsidiary, make cash distributions or dividends to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, its members in an amount per share not to exceed the amount of the corresponding Unrestricted Subsidiary Distribution or such net proceeds, respectively; provided that prior to or contemporaneously with making such cash distribution or dividend described in this clause (rounded v), the Borrower shall make a principal payment on the Borrowings (ratably among outstanding Revolving Loans and outstanding Term Loans) in an aggregate amount equal to the nearest cent(1) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividendsInvestments made by the Parent and/or the Restricted Subsidiaries in such Unrestricted Subsidiary from and after the Effective Date pursuant to Section 9.05(i)(i) minus (2) the aggregate amount of principal payments previously made pursuant to this proviso that were calculated with reference to Investments made pursuant to Section 9.05(i)(i); and (vi) on the Effective Date, the Borrower may make a one-time cash distribution to Centennial Resource Development, LLC in an amount not to exceed $15,100,000. Permitted Tax Distributions may be made quarterly, based on the Parent’s estimated taxable income for each applicable quarterly period, and 100 times annually, based on Parent’s annual federal income tax filing, provided that if the aggregate per share quarterly estimates for any tax year exceed the actual annual amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)for such tax year, declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence excess shall be adjusted by multiplying each such amount by a fraction deducted from the numerator of which is the number of shares of Common Stock outstanding immediately next quarterly distribution(s) to occur after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventannual federal income tax filing.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business eleventh day of January, March, June, June and September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared (but not withdrawn) on the Common Stockcommon stock, par value $0.01 1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 14, 1999 1986 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B H Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock H Preferred, in preference to the holders of shares of Common Stock, par value $.001 per share, of the Corporation ("Common Stock") and any other 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 to holders of record on the last business 30th day of Marcheach of April, JuneJuly, September October and December January in each year (or, in each case, if not a date on which the Corporation is open for business, the next succeeding business day) or such earlier date in any such month on which dividends on the Common Stock are payable (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred StockH Preferred, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $2.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 400 times the aggregate per share amount of all cash dividends, and 100 400 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred StockH Preferred. In the event the Corporation shall at any time following December 31after July 10, 1999 1998 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B H Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series B A Preferred Stock Shares with respect to dividends, the holders of shares of Series B A Preferred Stock Shares 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 to holders of record on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.01 .01 per share, of the Corporation (the "“Common Stock"Shares”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred StockShares. In the event the Corporation shall at any time following December 31after March 16, 1999 2009 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 0.10 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31June 14, 1999 1997 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred stock of the Company ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock shall be entitled to receive, when, as and if declared authorized by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), ) (commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share shares of Series A Preferred Stock or fraction of a share of Series B Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by a reclassification or otherwise), declared authorized on the Common Stockcommon stock, par value $0.01 0.10 per share, of the Corporation Company (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share shares of Series A Preferred Stock or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31May 12, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Corporation ranking prior and superior to the shares of Series B Preferred Stock Shares with respect to dividends, the holders of shares of Series B Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"), ”) (commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, Share or fraction thereof) in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockshares of common stock, par value $0.01 per share, and the shares of non-voting common stock, par value $0.01 per share, of the Corporation (collectively, the "“Common Stock"Shares”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred StockShare or fraction thereof. In the event the Corporation shall at any time following December 31September 23, 1999 2019 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior preferential rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividendsall Senior Stock, the holders of shares of Series B Preferred Stock shall be entitled to receive, when, when and as authorized and if declared by the Board of Directors Directors, out of funds legally available for the purposepayment of dividends: (i) commencing on the first Dividend Payment Date following the Issuance Date and continuing through the third anniversary of the Issuance Date, quarterly (A) cumulative preferential dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as Dividend Payment Date at a "Quarterly Dividend Record Date"), commencing on rate of six percent (6%) per annum of the first Quarterly Dividend Record Date after the first issuance Stated Amount of a share or fraction of a each share of the then outstanding Series B Preferred Stock, in an amount per share and (rounded to the nearest centB) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (cumulative preferential dividends payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of additional shares of Series B Preferred Stock were entitled immediately prior to on each such event under Dividend Payment Date at a rate of four percent (4%) per annum of the preceding sentence Stated Amount of each share of the then outstanding Series B Preferred Stock; and (ii) commencing with the First Dividend Period occurring after the third anniversary of the Issuance Date, cumulative preferential dividends payable entirely in cash on each such Dividend Payment Date at a rate of ten percent (10%) per annum of the Stated Amount of each share of the then outstanding Series B Preferred Stock. Dividends on shares of Series B Preferred Stock shall accrue and be cumulative from the Issuance Date. Dividends shall be adjusted payable quarterly in arrears when and as declared by multiplying the Board of Directors on each Dividend Payment Date (or, if such amount by Dividend Payment Date is not a fraction Business Day, the numerator first (1st) Business Day following the Dividend Payment Date) in respect of the Dividend Period ending on such Dividend Payment Date (but without including such Dividend Payment Date) commencing on the first Dividend Payment Date and continuing for so long as the Series B Preferred Stock is outstanding. If cash dividends on the Series B Preferred Stock are in arrears and unpaid for a period of 60 days or more (a "Dividend Default"), then dividends shall accrue at the rate of sixteen percent (16%) per annum of the Stated Amount of each share of the then outstanding Series B Preferred Stock, compounded quarterly (the "Default Rate") from the last Dividend Payment Date on which is cash dividends were to be paid in full until such time as all cash dividends in arrears are once again paid in full with respect to 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 current quarterly dividend. Any reference herein to such event."cumulative dividends" or "

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series B Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series B Junior Participating Preferred Stock Shares 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 to holders of record on the last business 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Junior Participating Preferred Share or fraction of a share of Series B Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (X) $5 or (Y) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Stock (hereinafter definedShares") or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Junior Participating Preferred Share or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Trust shall at any time following December 31after May 20, 1999 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (Y) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior provisions for adjustment hereinafter set forth, and superior rights of subject to the Companies Xxx 0000 (the “Act”), the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors receive out of funds legally available for the purpose, quarterly preferential dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal toto five percent (5%) of the Series B Original Issue Price (as defined in paragraph 2(B) of this Section 2) (or $1.25) per annum per share, subject payable quarterly on the [ ] day of February, May, August and November, respectively (the “Quarterly Payment Date”), in each year during which any Series B Preferred Shares remain issued and outstanding (the “Preferential Dividends”). The Preferential Dividends shall accrue from the Issuance Date (as defined in paragraph 8(A) of Section 8), whether or not declared; shall be fully cumulative, prior and in preference to any declaration or payment of any dividend or other distribution on any other class or series of capital stock of the Company that is junior to the provision Series B Preferred Shares including, for adjustment hereinafter set forthgreater certainty, 100 times the aggregate per share amount of all cash dividendsSeries A Junior Participating Preferred Shares described in the Company’s rights agreement with CIBC Mellon Trust Company, as rights agent (the “Series A Junior Participating Preferred Shares”), and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stockcommon shares, par value $0.01 per share, each (the “Common Shares”) of the Corporation (Company. Except with the "Common Stock") since consent in writing of the immediately preceding Quarterly Dividend Record Date, or, with respect to holders of the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall Shares, no dividend will at any time following December 31be declared and paid on or set apart for payment on any other class or series of capital stock of the Company that ranks in parity with the Series B Preferred Shares (the “Parity Shares”) in any quarter unless the Preferential Dividends on all the Series B Preferred Shares outstanding prior to such payment have been declared and paid through the most recent Quarterly Payment Date either prior to or coincidental with the payment of such dividends on the Parity Shares. The Preferential Dividends shall be payable, 1999 at the sole election of the Company, (i) declare any dividend on Common Stock payable in shares of Common Stock, cash or (ii) subdivide in kind in the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number form of shares, then in each such case the amount to which holders of shares of additional Series B Preferred Stock were entitled immediately prior Shares (with an issue price equal to such event under the preceding sentence shall be adjusted by multiplying each 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 eventSeries B Original Issue Price).

Dividends and Distributions. (A) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock Stock, in preference to the holders of shares of common stock and of any other 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 to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, shares of the Corporation (the "Common Stock") common stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. The multiple of cash and non-cash dividends declared on the shares of common stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time following December 31after ______ ___, 1999 2000 (the "Rights Declaration Date") (i) declare or pay any dividend on Common Stock the shares of common stock payable in shares of Common Stockcommon stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock shares of common stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of common stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series B A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount multiplied by a fraction fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights Out of the holders surplus or net profits of any shares the Corporation legally available for the payment of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, when and as and if such dividends may be declared by the Board of Directors out of funds legally available for the purposeDirectors, quarterly dividends payable in cash to holders of record on the last business day tenth days of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 9, 1999 2000 (the "Rights Declaration Date") (i) declare pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or Stock, (iii) combine the outstanding Common Stock into a smaller number of sharesshares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were shall have been entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business 15th day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $.25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, without par value $0.01 per sharevalue, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31May 14, 1999 1990 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide or split the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Corporation ranking prior and superior to the shares of Series B A Preferred Stock Shares with respect to dividends, the holders of shares of Series B A Preferred Stock Shares shall be entitled to receive, when, as and if declared authorized by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), ) (commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series B Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared on the Common Stockshares of common stock, par value $0.01 per 0.10 share, of the Corporation (the "Common StockShares") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation shall at any time following December 31_______, 1999 1998 (i) declare or pay any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Preferred Stock in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash to holders of record quarterly on the last business first day of MarchJanuary, JuneApril, September July and December in each year October (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Preferred Stock. In the event the Corporation shall at any time following December 31after the record date for the initial distribution of the Corporation's Preferred Stock Purchase Rights pursuant to the Rights Agreement between the Corporation and ChaseMellon Shareholder Services, 1999 L.L.C., as Rights Agent (the "Rights Declaration Date"), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31after the issuance of any share or fraction of a share of Series A Preferred Stock, 1999 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or other similar stock) ranking prior and superior to the shares of Series B Preferred Stock with respect to dividendsdividends (it being understood that the Corporation’s Series A‑3 Preferred Stock and Series A‑4 Preferred Stock rank superior to the shares of Series B Preferred Stock as to dividends and distributions), the holders of shares of Series B Preferred Stock Stock, in preference to the holders of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”), and of any other 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 to holders of record on the last business 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.001 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash non‑cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31after August 30, 1999 2021 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is shall be the total number of shares of Common Stock outstanding immediately after prior to the occurrence of such event and the denominator of which is shall be the total number of shares of Common Stock that were outstanding immediately prior to following the occurrence of such event.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock 41 shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchSeptember, JuneDecember, September March and December June in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 21, 1999 1996 (the "Rights Dividend Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior preferential rights of the holders of any shares of any class or series of capital stock of the Company ranking senior to the Series I Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect as to dividends, the holders of shares of the Series B I Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors (or a duly authorized committee thereof), out of funds legally available for the purposepayment of dividends, quarterly cumulative preferential cash dividends payable in cash at the rate of 6%per annum of the $18.25 liquidation preference per share of the Series I Preferred Stock (equivalent to holders a fixed annual amount of record $1.095 per share of the Series I Preferred Stock). Such dividends shall accrue on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B I Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividendsStock and be cumulative from, and 100 times the aggregate per share amount including, (payable in kindi) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Datedividend payment, since the first issuance of date on which any share or fraction of a share of Series B I Preferred Stock. In Stock is issued (the event the Corporation shall at any time following December 31, 1999 (i“Original Issue Date”) declare any dividend on Common Stock payable in shares of Common Stock, and (ii) subdivide with respect to all subsequent dividend payments, the outstanding Common Stock or day immediately following the date of the last daily distribution accrual that has been paid in full in accordance with Section 3(e), and shall be payable semi-annually in arrears on each Dividend Payment Date (iii) combine the outstanding Common Stock into as defined below), commencing on January 15, 2017; provided, however, that if any Dividend Payment Date falls on a smaller number of sharesdate other than a Business Day, then in each the dividend which would otherwise have been payable on such case Dividend Payment Date shall be paid on the first Business Day immediately following such Dividend Payment Date. The amount of any dividend payable on the Series I Preferred Stock for any Dividend Period (as defined below) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to which holders of shares record as they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series B I Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each such amount by a fraction the numerator other share 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 Series I Preferred Stock that were is outstanding immediately prior to on such event.date. “

Dividends and Distributions. (Aa) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchSeptember, JuneDecember, September March and December June in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after the close of business on July 4, 1999 2002 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 20, 1999 2007 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of shares of preferred stock (generally, "Preferred Stock Shares") ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series B A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Company (the "Board") out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series A Junior Participating Preferred Share or fraction of a share of Series B Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (X) $4.80 or (Y) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of the common stock, par value $.01 per share, of the Company(the "Common Stock (hereinafter definedShares") or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Series A Junior Participating Preferred Share or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31after January 22, 1999 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (Y) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Company ranking prior and superior to the shares of Series B C Preferred Stock Shares with respect to dividends, the holders of shares of Series B C Preferred Stock Shares shall be entitled to receive, when, as and if declared authorized by the Board of Directors Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day Business Day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), ) (commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series C Preferred Share or fraction of a share of Series B Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockcommon shares of beneficial interest, par value $0.01 per share, of the Corporation Company (the "Common StockShares") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Series C Preferred Share or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31November 2, 1999 1998 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B C Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock stock of the Corporation ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in such dates each year as designated by the Board of Directors (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a any share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 Multiplier Number times the aggregate per share amount of all cash dividends, dividends or other distributions and 100 the Multiplier Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than (i) a dividend payable in shares of Common Stock Stock, par value $0.01 per share, of the Corporation (hereinafter definedthe “Common Stock”) or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In As used herein, the event the Corporation “Multiplier Number” shall be 1,000,000; provided that if, at any time following December 31after August 12, 1999 (i) declare 2010, there shall be any dividend on change in the Common Stock payable Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin- offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case event the amount Board of Directors shall adjust the Multiplier Number to which holders of shares the extent appropriate such that following such adjustment each share of Series B A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction in 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 same economic position as prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), the Class B Preferred Stock Common Stock, par value $0.001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) and of any other 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 to holders of record on the last business first day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) one dollar ($1.00) or (b) subject to the provision for adjustment hereinafter set forth, 100 one hundred (100) times the aggregate per share amount of all cash dividends, and 100 one hundred (100) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after May 5, 1999 2020 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock Stock, or (iii) combine or consolidate the outstanding Class A Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is shall be the total number of shares of Class A Common Stock outstanding immediately after prior to the occurrence of such event and the denominator of which is shall be the total number of shares of Class A Common Stock that were outstanding immediately prior to following the occurrence of such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the The holders of shares of Series B G Convertible Preferred Stock shall be entitled to receive, when, as as, and if declared by the Board of Directors out of funds legally available for the such purpose, dividends at the rate of $40.00 per annum per share, and no more, which shall be fully cumulative, shall accrue without interest (except as otherwise provided herein as to dividends in arrears) from the date of original issuance of each share of Series G Convertible Preferred Stock and shall be payable quarterly dividends on March 1, June 1, September 1 and December 1 of each year commencing June 1, 2000 (except that if any such date is a Saturday, Sunday, or legal holiday, then such dividend shall be payable in cash on the next succeeding day that is not a Saturday, Sunday, or legal holiday) to holders of record as they appear on the last business day stock books of Marchthe Corporation on such record dates, Junenot more than 20 nor less than 10 days preceding the payment dates for such dividends, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing shall be fixed by the Board. Dividends on the first Quarterly Dividend Record Date after Series G Convertible Preferred Stock shall be paid in cash or, in lieu of paying such dividends and subject to the first issuance limitations in Section 5(b) hereof, the amount of a share or fraction such dividends shall be included in the Accrual Amount for each share, at the option of a the Corporation as hereinafter provided. The amount of the dividends payable per share of Series B G Convertible Preferred Stock, in an Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share by four. The amount of all dividends payable for the initial dividend period and any period shorter than a full quarterly dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends required to be paid in cash dividendspursuant to Section 5(b) which are not paid within five days of a payment date, and 100 times whether or not such dividends have been declared, will bear interest at the aggregate rate of 14% per share amount annum until paid (payable or such lesser rate as shall be the maximum rate allowable by applicable law). Except as provided in kind) of all non-cash the Rights Agreement, no dividends or other distributions distributions, other than a dividend the dividends payable solely in shares of Common any Junior Dividend Stock, shall be paid or set apart for payment on any shares of Junior Dividend Stock, and no purchase, redemption, or other acquisition shall be made by the Corporation of any shares of Junior Dividend Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwiseexcept for Option Share Surrenders), declared unless and until all accrued and unpaid cash dividends on the Common StockSeries G Convertible Preferred Stock and interest on dividends in arrears at the rate specified herein shall have been paid or declared and set apart for payment. If at any time any dividend on any Senior Dividend Stock shall be in arrears, par value $0.01 per sharein whole or in part, of no dividend shall be paid or declared and set apart for payment on the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, Series G Convertible Preferred Stock unless and until all accrued and unpaid dividends with respect to the first Quarterly Senior Dividend Record DateStock, since including the first issuance of full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any share Parity Dividend Stock for any period unless all accrued but unpaid dividends (and interest on dividends in arrears at the rate specified herein) have been, or fraction of a share of contemporaneously are, paid or declared and set apart for such payment on the Series B G Convertible Preferred Stock. In No full dividends shall be paid or declared and set apart for payment on the event Series G Convertible Preferred Stock for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Corporation shall at any time following December 31, 1999 (i) declare any Parity Dividend Stock for all dividend periods terminating on Common or prior to the date of payment of such full dividends. When dividends are not paid in full upon the Series G Convertible Preferred Stock payable in shares of Common and the Parity Dividend Stock, (ii) subdivide the outstanding Common Stock all dividends paid or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of declared and set apart for payment upon shares of Series B G Convertible Preferred Stock were entitled immediately prior to such event under (and interest on dividends in arrears at the preceding sentence rate specified herein) and the Parity Dividend Stock shall be adjusted by multiplying paid or declared and set apart for payment pro rata, so that the amount of dividends paid or declared and set apart for payment per share on the Series G Convertible Preferred Stock and the Parity Dividend Stock shall in all cases bear to each such amount by a fraction other the numerator of which is same ratio that accrued and unpaid dividends per share on the number of shares of Common Series G Convertible Preferred Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Parity Dividend Stock that were outstanding immediately prior bear to such eventeach other.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Junior Participating Preferred Stock, Series B Preferred Stock D, with respect to dividends, the holders of shares of Junior Participating Preferred Stock, Series B Preferred Stock D, in preference to the holders of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash to holders of record on the last business 10th day of MarchJanuary, JuneApril, September July and December October in each year (or, in each case, if not a date on which the Corporation is open for business, the next date on which the Corporation is so open) (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, Series D, in an amount per share (rounded to the nearest cent) equal toto the greater of (a) $10.00, or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. , Series D. In the event the Corporation shall at any time following December 31after August 4, 1999 1997 (the "Effective Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Junior Participating Preferred Stock, Series B Preferred Stock D, were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock A2 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the that purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (except as provided in Section A.2 hereof) other than a dividend payable in shares of DSSG Common Stock (hereinafter defined) or a subdivision of the outstanding shares of DSSG Common Stock (by reclassification or otherwise), declared on the DSSG Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In ; provided that, in the event of a Disposition (as defined in the Corporation shall at any time following December 31, 1999 (iRestated Certificate of Incorporation) declare any resulting in a dividend on Common Stock payable in shares of the DSSG Common Stock, such dividend shall not be paid unless the corresponding dividend on the Series B Junior Participating Preferred Stock under this Section A.3 is paid at the same time (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case and the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence corresponding dividend shall be adjusted by multiplying each a preferential amount for the purposes of calculating the Net Proceeds (as defined in the Restated Certificate of Incorporation) of 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 eventDisposition.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock Holders shall be entitled to receivereceive out of the assets of the Company legally available for that purpose, whendividends at the rate of twelve percent (12%) of the Stated Value per annum, subject to Section 3(E) (the ""Dividend Rate"), to be paid in accordance with the terms of this Section 3. Such dividends shall be fully cumulative from the Issue Date, shall accumulate daily regardless of whether the Company earns a profit and shall be payable in arrears, when and as and if declared by the Board of Directors out of funds legally available for the purposeBoard, quarterly dividends payable in cash to holders of record on the last business day of Marcheach calendar month, Junecommencing on [________], September 20[___],1 and December in each year with respect to any share of Series A Preferred Stock that is converted or redeemed, upon the applicable Conversion Closing Date or Redemption Closing Date (each such date being herein referred to herein as a "Quarterly "Dividend Record Payment Date"). The period from the Issue Date to[______], commencing on the first Quarterly 20[__],2 and each monthly period between consecutive Dividend Record Date after the first issuance of Payment Dates shall hereinafter be referred to as a share or fraction of a ""Dividend Period." The dividend for any Dividend Period for any share of Series B A Preferred StockStock that is not outstanding on every calendar day of the Dividend Period shall be prorated based on the number of calendar days such share was outstanding during the period. Each such dividend shall be paid to Holders of record of the Series A Preferred Stock as their names appear on the share register of the Company on the Dividend Payment Date. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date (including, without limitation, for purposes of computing the Stated Value of any shares of Series A Preferred Stock in an amount per share connection with the conversion or redemption thereof or any Liquidation of the Company), to Holders of record on a date designated by the Board, not exceeding thirty (rounded to 30) calendar days preceding the nearest cent) equal topayment date thereof, subject to as may be fixed by the provision for adjustment hereinafter set forth, 100 times Board. For purposes of determining the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision accrued as of the outstanding shares first Dividend Payment Date and as of Common Stock (by reclassification or otherwise)any date that is not a Dividend Payment Date, declared such amount shall be calculated on the Common Stock, par value $0.01 per share, basis of the Corporation Dividend Rate for the actual number of calendar days elapsed from and including the Issue Date (in case of the "Common Stock") since the immediately preceding Quarterly first Dividend Record Date, or, with respect Payment Date and any date prior to the first Quarterly Dividend Record Payment Date) or the last preceding Dividend Payment Date (in case of any other date) to the date as of which such determination is to be made, since based on a three hundred sixty (360) day year. __________________ 1 Insert last day of the first issuance full calendar month after the calendar month in which the Initial Closing Date occurs. 2 Insert last day of any share or fraction of a share of Series B Preferred Stock. In the event first full calendar month after the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable calendar month in shares of Common Stock, (ii) subdivide which the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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 eventInitial Closing Date occurs.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any classes or series of Preferred Stock preference stock which are or may from time to time be ranking prior and superior to the shares of Series B Preferred F Preference Stock with respect to dividends, the holders of shares of Series B Preferred F Preference 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 to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred F Preference Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $3 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend or distribution payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred F Preference Stock. In If on any Quarterly Dividend Payment Date the event the Corporation Corporation's Restated Certificate of Incorporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case limit the amount of dividends which may be paid on the Series F Preference Stock to which holders of shares of Series B Preferred Stock were entitled immediately prior to an amount less than that provided above, such event under dividends will be paid in the preceding sentence shall be adjusted by multiplying each such maximum permissible 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 shortfall from the number of shares of Common Stock that were outstanding immediately prior to such event.amount provided above shall accrue and be a cumulative dividend requirement and be carried forward to

Dividends and Distributions. (A) Subject No dividends or other distributions with respect to shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock issued pursuant to the prior and superior rights of Merger shall be paid to the holders holder of any shares unsurrendered Certificates or non-exchanged Book Entry Shares until such Certificates (subject to Section 2.7(i)) or Book Entry Shares are properly surrendered or exchanged in accordance with this Section 2.7. Following such surrender or exchange, there shall be paid, without interest, to the record holder of any series of Preferred Stock ranking prior and superior to the shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock issued in exchange therefor (i) all dividends and other distributions payable in respect of such shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender or exchange and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to dividendssuch shares of Parent Series B Common Stock, Parent Series C Common Stock and Parent Preferred Stock with a record date after the holders Effective Time but with a payment date subsequent to the date of such surrender or exchange. For purposes of dividends or other distributions in respect of shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock, all shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock to be issued pursuant to the Merger shall be entitled to receive, when, as dividends and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since pursuant to the immediately preceding Quarterly Dividend Record Date, or, with respect to sentence as if issued and outstanding as of the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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 eventEffective Time.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B D Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B D Junior Participating Preferred 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 to holders of record or in kind as provided herein on the last business 1st day of MarchFebruary, JuneMay, September August and December November, in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B D Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of voting common stock, par value $0.01 per share, of the Corporation (the “Common Stock (hereinafter defined) Stock”), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Date, Payment Date since the first issuance of any share or fraction of a share of Series B D Junior Participating Preferred Stock. If any Quarterly Dividend Payment Date is not a Business Day, then the dividend which would otherwise have been payable on such Quarterly Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Quarterly Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Quarterly Dividend Payment Date to such next succeeding Business Day. In the event at any time after April 17, 2006 (the “Rights Declaration Date”), the Corporation shall at any time following December 31, 1999 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B D Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the last business 30th day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 1.00 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 22, 1999 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock Stock, in preference to the holders of shares of common stock and of any other 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 to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") common stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time following after the close of business on December 3129, 1999 2020 (ithe “Rights Declaration Date”) (a) declare or pay any dividend on Common Stock common stock payable in shares of Common Stockcommon stock, or (iib) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock shares of common stock (by reclassification, by payment of a dividend in shares of common stock or (iiiotherwise) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series B A Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount multiplied by a fraction fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, JuneJune , September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after August 8, 1999 2006 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business first day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10.00 per share or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, no par value $0.01 per sharevalue, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 30, 1999 2000 (the "Rights Dividend Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B D Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B D Junior Participating Preferred 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 to holders of record on the last business day each date on which a dividend is paid on shares of MarchCommon Stock, Juneno par value, September and December in each year of the Corporation (“Common Stock”) (each such date being referred to herein as a "Quarterly “Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B D Junior Participating Preferred Stock, Stock in an amount per share (rounded to the nearest cent) equal toto the greater of (a) $10.00, or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) Stock, or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B D Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after February 3, 1999 2006 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B D Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to (subject to the provision for adjustment hereinafter set forth, ) 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after May 29, 1999 2012 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, JuneJune , September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following after December 3115, 1999 2006 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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. (B) The Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Preferred Stock, 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 A Participating 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. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating 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. The Board of Directors may fix a record date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. 3.

Dividends and Distributions. (Ai) Subject to the prior and superior rights of the holders of Declare or pay any shares of dividend or make any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock distribution (by reclassification reduction of capital or otherwise), declared on the Common Stockwhether in cash, par value $0.01 per shareproperty, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, orsecurities or a combination thereof, with respect to any of its Equity Interests (including any repayment by a Subsidiary that is not a Loan Party of any Indebtedness of a direct or indirect parent company that is a Loan Party) (other than dividends and distributions on Equity Interests payable solely by the first Quarterly Dividend Record Date, since the first issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any share Subsidiary to purchase or fraction acquire) any of a share the Parent’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of Series B Preferred additional Equity Interests (other than Disqualified Stock. In ) of the event the Corporation shall at any time following December 31person redeeming, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stockpurchasing, retiring or acquiring such shares), (ii) subdivide make any voluntary principal prepayment on, or voluntarily redeem, repurchase, defease or otherwise acquire or retire for value (including through a tender offer, open market purchase or debt-for-debt exchange), in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness, Indebtedness for borrowed money (or Indebtedness evidenced by bonds, debentures, notes or similar instruments) secured by Junior Liens or unsecured Indebtedness for borrowed money (or Indebtedness evidenced by bonds, debentures, notes or similar instruments), and any guarantees of any of the outstanding Common Stock foregoing, of the Parent or any Loan Party (other than the prepayment, redemption, repurchase, defeasance, acquisition or retirement (including through a tender offer, open market purchase or debt-for-debt exchange) of (A) Subordinated Indebtedness, Indebtedness secured by Junior Liens or unsecured Indebtedness, in each case in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year after the date of such payment, redemption, repurchase, defeasance, acquisition or retirement and (B) Indebtedness owed to the Parent or any Subsidiary thereof) (such prepayments, redemptions, repurchases, defeasance, acquisitions or retirements described in this clause (ii), “Restricted Debt Payments”) or (iii) combine make any voluntary prepayment on, or voluntarily repurchase, defease or otherwise acquire or retire for value (including through a purchase for cash or exchange for debt) any payment obligations with respect to the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately DOJ Settlement prior to any scheduled payment (other than any prepayment, repurchase, defeasance, acquisition or retirement for an installment due within six months after the date of such event under prepayment, repurchase, defeasance, acquisition or retirement) (such prepayments, repurchases, defeasances, acquisitions or retirements described in this clause (iii), “Restricted Settlement Payments”; and, collectively, all of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event foregoing in clauses (i), (ii) and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.(iii), “Restricted Payments”); provided, however, that: 147

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the The holders of shares of Series B D Preferred Stock shall be entitled to receive, when, as as, and if declared by the Board of Directors out of funds legally available for the such purpose, dividends at the rate of $55 per annum per share, and no more (except as otherwise provided herein), which shall be fully cumulative, shall accrue without interest (except as otherwise provided herein as to dividends in arrears) from the date of original issuance of each share of Series D Preferred Stock and shall be payable quarterly dividends on each Dividend Payment Date of each year commencing February 1, 1999 (except that if any such date is not a Business Day, then such dividend shall be payable in cash on the next succeeding day that is a Business Day) to holders of record as they appear on the last business day stock books of Marchthe Corporation on such record dates, Junenot more than ten nor less than five days preceding the payment dates for such dividends, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date")shall be fixed by the Board. Notwithstanding any other provision hereof, commencing the rate of dividends on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share shares of Series B D Preferred Stock, Stock shall be subject to increase in an amount per share (rounded to accordance with Section 10(b)(4). Dividends on the nearest cent) equal toSeries D Preferred Stock shall be paid in cash or, subject to the provision for adjustment hereinafter set forthlimitations in Section 5(b), 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision any combination of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in cash and shares of Common Stock, at the option of the Corporation as hereinafter provided. The amount of the dividends payable per share of Series D Preferred Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount by four. The amount of dividends payable for the initial dividend period and any period shorter than a full quarterly dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends not paid on a Dividend Payment Date, whether or not such dividends have been declared, will bear Arrearage Interest until paid. No dividends or other distributions, other than dividends payable solely in shares of any Junior Dividend Stock, shall be paid or set apart for payment on any shares of Junior Dividend Stock, and no purchase, redemption, or other acquisition shall be made by the Corporation of any shares of Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series D Preferred Stock and Arrearage Interest on dividends in arrears at the rate specified herein shall have been paid or declared and set apart for payment. If at any time any dividend on any Senior Dividend Stock shall be in default, in whole or in part, no dividend shall be paid or declared and set apart for payment on the Series D Preferred Stock unless and until all accrued and unpaid dividends with respect to the Senior Dividend Stock, including the full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any Parity Dividend Stock for any period unless all accrued but unpaid dividends (iiand Arrearage Interest on dividends in arrears) subdivide have been, or contemporaneously are, paid or declared and set apart for such payment on the outstanding Common Series D Preferred Stock. No full dividends shall be paid or declared and set apart for payment on the Series D Preferred Stock for any period unless all accrued but unpaid dividends have been, or (iii) combine contemporaneously are, paid or declared and set apart for payment on the outstanding Common Parity Dividend Stock into a smaller number for all dividend periods terminating on or prior to the date of sharespayment of such full dividends. When dividends are not paid in full upon the Series D Preferred Stock and the Parity Dividend Stock, then in each such case the amount to which holders of all dividends paid or declared and set apart for payment upon shares of Series B D Preferred Stock were entitled immediately prior to such event under (and Arrearage Interest on dividends in arrears) and the preceding sentence Parity Dividend Stock shall be adjusted by multiplying paid or declared and set apart for payment pro rata, so that the amount of dividends paid or declared and set apart for payment per share on the Series D Preferred Stock and the Parity Dividend Stock shall in all cases bear to each such amount by a fraction other the numerator of which is same ratio that accrued and unpaid dividends per share on the number of shares of Common Series D Preferred Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Parity Dividend Stock that were outstanding immediately prior bear to such eventeach other.

Dividends and Distributions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, make any distribution of its Property to its Equity Interest holders or Redeem Debt permitted under Section 9.02(f) or Section 9.02(g), except (Aa) Subject to the prior Borrower may declare and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock pay dividends with respect to dividends, the holders of its Equity Interests payable solely in additional shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year its Equity Interests (each such date being referred to herein as a "Quarterly Dividend Record Date"other than Disqualified Capital Stock), commencing on (b) Subsidiaries may declare and pay dividends and make distributions to the first Quarterly Dividend Record Date after Borrower with respect to their Equity Interests, (c) the first issuance Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of a share the Credit Parties, (d) the Borrower may make Restricted Payments and Redeem Debt permitted under Section 9.02(f) or fraction of a share of Series B Preferred Stock, Section 9.02(g) in an amount per share (rounded not to the nearest cent) equal toexceed, subject to the provision for adjustment hereinafter set forth, 100 times in the aggregate per share amount of for all cash dividends, Restricted Payments and 100 times the aggregate per share amount Redemptions under this subsection (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwised), declared on $10,000,000 and (e) the Common Stock, par value $0.01 per share, Borrower and any of the Corporation its Subsidiaries may voluntarily Redeem (the "Common Stock"including pursuant to an exchange) since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare Debt permitted under Section 9.02(f) with the proceeds of any dividend on Common Stock payable in shares of Common StockPermitted Refinancing permitted thereunder, (ii) subdivide Debt permitted under Section 9.02(g) with the outstanding Common Stock or proceeds of any Permitted Additional Debt permitted thereunder, (iii) combine Debt permitted under Section 9.02(f) or Section 9.02(g) with the outstanding Common Stock into issuance of additional Equity Interests (other than Disqualified Capital Stock) of the Borrower in exchange for all or a smaller number portion of sharessuch Debt and (iv) Debt permitted under Section 9.02(f) or Section 9.02(g) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Borrower so long as, then in each such the case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior this clause (iv), (A) no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously therewith, and in any event under within three (3) Business Days following, the preceding sentence shall be adjusted receipt by multiplying each the Borrower of cash proceeds in respect of such amount by offering and (B) the Borrower is in (1) compliance with Section 9.01(a) as of the end of the most recently ended fiscal quarter (calculated on a fraction the numerator of which is the number of shares of Common Stock outstanding immediately pro forma basis after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior giving effect to such eventRedemption), (2) compliance with Section 9.01(b) as of the end of the most recently ended fiscal quarter (calculated on a pro forma basis after giving effect to such Redemption) and (3) compliance with Section 9.01(c) as of the end of the most recently ended four fiscal quarter period (calculated on a pro forma basis after giving effect to such Redemption).

Dividends and Distributions. (Aa) Subject to the prior and superior rights The holders of shares of the holders of any shares of any series of Preferred Stock ranking prior and superior Series A Stock, in preference to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred the Common Stock and of any other 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 to holders of record on the last fifteenth day (or, if not a business day day, the preceding business day) of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of the Series B Preferred A Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) Stock, or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of the Series B Preferred A Stock. In the event the Corporation shall at any time following December 31, 1999 (i) after the first issuance of any share or fraction of a share of the Series A Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount per share to which holders of shares of the Series B Preferred A Stock shall be entitled under clause (b) of the preceding sentence shall be adjusted by multiplying the amount per share to which holders of shares of the Series A Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 23, 1999 1996 (the “Rights Dividend Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A1)(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred shares (or any similar shares) ranking prior and superior to the shares of Series B A Preferred Stock Shares with respect to dividends, the holders of shares Series A Preferred Shares, in preference to the holders of Series B Preferred Stock shall Common Shares and of any other junior shares, will 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 to holders of record on the last business fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series B Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since Shares after the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since after the first issuance of any share Series A Preferred Share or fraction thereof. The multiple of a share cash and noncash dividends declared on the Common Shares to which holders of the Series B A Preferred Stock. In Shares are entitled, which is 1,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the event “Dividend Multiple.” If the Corporation shall Company at any time following December 31after April 8, 1999 (the “Rights Declaration Date”): (i) declare declares or pays any dividend on the Common Stock Shares payable in shares of Common StockShares, or (ii) subdivide effects a subdivision or combination or consolidation of the outstanding Common Stock Shares (by reclassification or (iiiotherwise than by payment of a dividend in Common Shares) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to which of dividends that holders of shares of Series B A Preferred Stock were Shares are entitled to receive will be the Dividend Multiple applicable immediately prior to such that event under the preceding sentence shall be adjusted by multiplying each such amount multiplied by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such that event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such that event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the The holders of shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly cash dividends at the rate of 5% per annum per share, or, at the option of the Company, dividends of shares of Preferred Stock at the rate of 7.5% (based on the liquidation preference of the Preferred Stock) per annum per share; provided, however, after a Change of Control (as defined in Section 9) or such time as there ceases to be a majority of the Board of Directors comprised as Continuing Directors (as defined in this Section 9) (other than pursuant to an agreement or arrangement authorized, approved or acquiesced in by the Company's Board of Directors), the dividend rate shall be 15% per annum, in cash. Such dividends shall be fully cumulative, shall accumulate without interest from the date of original issuance of the Preferred Stock and shall be payable semi-annually in arrears in cash on each January 1 and July 1 commencing July 1, 1998 (provided, that if any such date is a Saturday, Sunday or legal holiday in the place where such dividend is to be paid, then such dividend shall be payable without interest on the next day that is not a Saturday, Sunday or legal holiday) to holders of record as they appear on the last business stock books of the Company on such record dates as shall be fixed by the Board of Directors. Such record dates shall be not more than 60 nor less than 10 days preceding the respective dividend payment dates. The amount of dividends payable per share of Preferred Stock for each full semi-annual dividend period shall be computed by dividing the annual dividend amount by two. The amount of dividends payable for the initial dividend period and for any other period shorter than a full semi-annual dividend period shall be computed on the basis of a 360-day year of Marchtwelve 30-day months. No dividends or other distributions, Juneother than dividends payable solely in shares of Common Stock or other capital stock of the Company ranking junior as to payment of dividends to the Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Dividend Stock"), September shall be paid or set apart for payment on, and December in each year no purchase, redemption or other acquisition shall be made by the Company of, any shares of Junior Dividend Stock unless and until all accumulated and unpaid dividends on the Preferred Stock, including the full dividend for the then-current semi-annual dividend period, shall have been paid or declared and set apart for payment. No full dividends shall be paid or declared and set apart for payment on any capital stock of the Company ranking, as to payment of dividends, on a parity with the Preferred Stock (each such date capital stock being referred to herein as a "Quarterly Parity Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the immediately preceding Quarterly Dividend Record Date, or, with respect Preferred Stock for all dividend periods terminating on or prior to the first Quarterly date of payment of such full cumulative dividends. No full dividends shall be paid or declared and set apart for payment on the Preferred Stock for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on any Parity Dividend Record DateStock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full upon the Preferred Stock and any Parity Dividend Stock, since the first issuance of any share all dividends paid or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in declared and set apart for payment upon shares of Common StockPreferred Stock and Parity Dividend Stock shall be paid or declared and set apart for payment pro rata, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case so that the amount of dividends paid or declared and set apart for payment per share on the Preferred Stock and the Parity Dividend Stock shall in all cases bear to which holders of each other the same ratio that accumulated and unpaid dividends per share on the shares of Series B Preferred Stock were entitled immediately prior and Parity Dividend Stock bear to such event under the preceding sentence shall be adjusted by multiplying each 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 eventother.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record DateQUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common StockCOMMON STOCK") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after September 19, 1999 1997 (the "RIGHTS DECLARATION DATE") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31after September 10, 1999 1998 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller small number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect Stock, in preference to dividends, the holders of shares of Common Stock and of any shares of other capital stock of the Corporation ranking junior to the Series B A Preferred Stock as to payment of dividends, shall be entitled to receive, when, as and if declared by the Board of Directors Directors, out of funds the assets of the Corporation legally available for therefor, cumulative cash dividends at an annual rate equal to 2.675% from and after the purposedate of issuance of the Series A Preferred Stock (the "Issue Date"), quarterly dividends payable in cash to holders as long as the shares of record Series A Preferred Stock remain outstanding. Dividends shall be computed on the last business day basis of Marchthe Stated Value, Juneand shall accrue and be payable quarterly, in arrears, on March 1, June 1, September 1 and December 1 in each year or, if not a Business Day, on the next Business Day (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after following the first issuance Issue Date. (b) Dividends payable pursuant to paragraph (a) of this Section 2 shall begin to accrue and be cumulative from the Issue Date, whether or not earned or declared. The amount of dividends so payable shall be determined on the basis of twelve 30-day months and a share or fraction of a share 360-day year. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series B A Preferred Stock, Stock in an amount per share (rounded to less than the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share 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 cash dividends, and 100 times such shares at the aggregate per share amount (payable in kind) time outstanding. The Board of all non-cash dividends or other distributions other than Directors may fix a dividend payable in shares record date for the determination of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to such event under the preceding sentence date fixed for the payment thereof. (c) No dividend or distribution in cash, shares of stock or other property on the Common Stock shall be adjusted by multiplying each such amount by a fraction declared or paid or set apart for payment unless, at the numerator same time, the same dividend or distribution is declared or paid or set apart, as the case may be, on the Series A Preferred Stock payable on the same date, at the rate per share of which is Series A Preferred Stock based upon the number of shares of Common Stock outstanding immediately after into which each share of Series A Preferred Stock is convertible (as adjusted pursuant to Section 8) on the record date for such dividend or distribution on the Common Stock. (d) In the event and that (i) any dividend payable on the denominator Series A Preferred Stock pursuant to Section 2(a) shall not have been paid in full, (ii) the Corporation shall have breached in any material respect any of which is the number covenants (provided the applicable covenant shall then be in effect pursuant to the terms of the Purchase Agreement (as defined in Section 11)) set forth in the Purchase Agreement, (iii) the Corporation shall have failed to redeem shares of Common Series A Preferred Stock that were outstanding immediately prior pursuant to Section 5(a), whether or not by reason of the absence of legally available funds, or (iv), a Cross-Default or "Fundamental Change" within the meaning of paragraph (c) of Section C8 of Article IV of the Certificate of Incorporation shall occur, then, in any such eventcase, the holders of Series A Preferred Stock shall be entitled to annual dividends (in addition to any dividend payable pursuant to Section 2(a)), at a rate of 11.75% per annum from the applicable Quarterly Dividend Payment Date or date of such breach, default or failure to redeem, as the case may be, through the date of payment of such dividend, cure of such breach or default or redemption, as the case may be. Section 3.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock, in preference to the holders of Common Stock and of any other 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 to holders of record on the last business fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 greater of (a) $25.00 or(b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and 100 the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time following December 31after May 3, 1999 2009 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a greater number of shares or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled Adjustment Number in effect immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount Adjustment Number by a fraction 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.

Dividends and Distributions. (A) Subject The holders of Series E Preferred Shares, in preference to the prior and superior rights of the holders of any shares Common Shares and of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividendsother junior stock, the holders of shares of Series B Preferred 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 to holders of record on the last business 15th day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share Series E Preferred Share, or fraction of a share of Series B Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 one hundred (100) times the aggregate per share amount of all cash dividends, and 100 one hundred (100) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Shares since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share Series E Preferred Share, 1 or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31after the consummation of the transactions contemplated by that certain Transaction Agreement, 1999 dated as of January 30, 2002, as amended (i) the "Transaction Agreement"), by and among the Company, Dakota Growers Pasta Company, a North Dakota cooperative association, Dakota Growers Pasta Restructuring Cooperative, a Colorado cooperative association, and Dakota Growers Corporation, a Colorado corporation, declare or pay any dividend on Common Stock Shares payable in shares Common Shares, or effect a subdivision or combination or consolidation of Common Stock, (ii) subdivide the outstanding Common Stock Shares (by reclassification or (iiiotherwise) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the amount to which holders of shares of Series B E Preferred Stock Shares were entitled immediately prior to such event under such clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event. The Company shall declare a dividend or distribution on the Series E Preferred Shares as provided in paragraph 2 of this section 3 simultaneously with its declaration of a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares); provided that, in the event no dividend or distribution shall have been declared on the Common Shares 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 a Series E Preferred Shares shall nevertheless be payable, out of funds legally available for such purpose, on such subsequent Quarterly Dividend Payment Date. Dividends shall begin to accrue and be cumulative on outstanding Series E Preferred Shares from the Quarterly Dividend Payment Date immediately preceding the date of issue of such Series E Preferred 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 Series E Preferred Shares 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. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series E Preferred Shares 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 outstanding at that time. The Board of Directors may fix a record date for the determination of holders of Series E Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty (60) days prior to the date fixed for the payment thereof.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series Class B Preferred Stock Stock, Series E with respect to dividends, the holders of shares of Series Class B Preferred Stock Stock, Series E 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 to holders of record on the last business first day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series Class B Preferred Stock, Series E, in an amount per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, 100 equal to 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .50 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series Class B Preferred Stock. , Series E. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series Class B Preferred Stock Stock, Series E were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B D Preferred Stock with respect to dividends, the holders of shares of Series B D Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purposetherefor, quarterly dividends payable in cash to holders of record on the last business 1st day of MarchJanuary, JuneApril, July and September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B D Preferred Stock, in an 46 amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in payable-in-kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .25 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B D Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31after June 15, 1999 2000 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Special Shares ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, if and as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of MarchFebruary, JuneMay, September August and December November in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, without par value $0.01 per sharevalue, of the Corporation (the "Common StockShares") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after January 22, 1999 1997 (the "Rights Declaration Date") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, 100 equal to 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share (hereinafter defined) the "Common Stock"), of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of shares of preferred stock (generally, "Preferred Stock Shares") ranking prior and superior to the shares of Series B Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series B Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if declared by the Board of Directors of the Company (the "Board") out of funds legally available for the purpose, quarterly dividends payable in cash at such times as dividends, other than dividends payable in Common Shares (as defined herein), are paid by the Company to holders of record on shares of the last business day common stock, par value $0.01 per share, of March, June, September and December in each year the Company (each such date being referred to herein as a the "Quarterly Dividend Record DateCommon Shares"), commencing on the first Quarterly Dividend Record Date after date on which such a dividend is paid by the Company to the holders of the Common Shares following the first issuance of a share Series B Junior Participating Preferred Share or fraction of a share of thereof. Each such dividend payable on the Series B Junior Participating Preferred Stock, Shares shall be in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared by the Board and then payable on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred StockShares. In the event the Corporation Company shall at any time following after December 3117, 1999 (the "Rights Declaration Date") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock Shares were entitled immediately prior to such event under pursuant to the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last business first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record DateQUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to), subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.001 per share (hereinafter defined) the "COMMON STOCK"), of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Date, Payment Date or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each (x) such amount by (y) a fraction fraction, (1) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and (2) the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividendsdividends (if any), the holders of shares of Series B Junior Participating Preferred 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 to holders of record on the last business 15th day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share of Junior Participating Preferred Stock or fraction of a share of Series B Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to, to the greater of (X) $5 or (Y) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares common stock of beneficial interest, par value $.01 per share, of the Company (the “Common Stock (hereinafter definedStock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share of Junior Participating Preferred Stock or fraction of a share of Series B Preferred Stockthereof. In the event the Corporation Company shall at any time following December 31after March 10, 1999 2004 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (Y) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, without par value $0.01 per sharevalue, of the Corporation Company (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation Company shall at any time following December 31after July 21, 1999 1998 (the "Rights Declaration Date"), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following after December 3129, 1999 2008 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred Stock shall be entitled to receive, when, when and as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Board of Directors"), out of the net profits of the Corporation, dividends per share equal to 7% per annum of the Stated Value (as herein defined) of such Series B Preferred Stock, payable quarterly. No dividend shall be paid in cash prior to the later of (1) October 1, 2002, and (2) the end of the fiscal quarter following the date that certain reimbursement promissory note issued by the Corporation to AmSouth Bank dated November ____, 2000 (the "Reimbursement Note") since has been paid in full (the immediately preceding Quarterly "Dividend Record Payment Date, or, with respect to "). Dividends on the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share outstanding shares of Series B Preferred shall begin to accrue and accumulate (whether or not declared) from the Issue Date of the Series B Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months, and shall accrue and accumulate on a daily basis and compound on a quarterly basis (to the extent not otherwise declared and paid as set forth above), in each case whether or not declared. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately is converted as provided in Section 8 below prior to the Dividend Payment Date, accrued but unpaid dividends payable upon such event under the preceding sentence conversion shall be adjusted payable by multiplying each promissory note maturing no later than the Dividend Payment Date in substantially the same form as the Subordinated Note (as defined in Section 11 below) or by conversion as provided in Section 8(e) below, but not in cash. Notwithstanding anything to the contrary in this Section 2, after the Dividend Payment Date, the Board of Directors shall declare dividends on the Series B Preferred Stock to the extent, in its good faith judgment, there are Available Funds (defined in Section 12 below) to pay such amount by quarterly dividends. To the extent there are insufficient Available Funds to pay all holders of the Preferred Stock the full quarterly dividend for any quarter, the Board of Directors shall declare a fraction dividend to all holders of the numerator Preferred Stock on a pro rata basis to the extent of which is the number Available Funds, if any. Holders of shares of Common the Preferred Stock outstanding immediately after shall be entitled to receive such dividends in preference to and in priority over dividends upon Junior Stock (defined in Section 12 below) . All dividends declared upon the Series B Preferred Stock shall be declared pro rata per share. For purposes hereof, the term "Stated Value" shall mean $8.3829 per share, subject to appropriate adjustment in the event and of any stock dividend, stock split, stock distribution or combination with respect to the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventSeries B Preferred Stock.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred 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 to holders of record on the last business 1st day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (i) $0.10 or (ii) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after [June 10], 1999 2009 (ithe “Rights Declaration Date”) (A) declare any dividend on Common Stock payable in shares of Common Stock, (iiB) subdivide the outstanding Common Stock Stock, or (iiiC) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Participating Preferred 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 to holders of record on the last business day of [March, June, September and December December] in each year (each such date being referred to herein as a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, without par value $0.01 per sharevalue, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Participating Preferred Stock. In the event the Corporation shall at any time following December 31after January 15, 1999 1998 (the "Rights Declaration Date"), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders record of shares of Series B A Preferred Stock (the "HOLDERS") shall be entitled to receivereceive dividends at a rate of nine percent (9%) of the Conversion Value (as defined in SECTION 4(A) below) per annum per share of Series A Preferred, when, as and if declared by the Board of Directors out of funds legally available therefor, which shall be fully cumulative, prior and in preference to any declaration or payment of any dividend or other distribution on any other class or series of Preferred Stock or Common Stock (excluding any stock subdivisions, combinations or consolidations for the purposewhich an adjustment is made under SECTION 4(D)(I) below and subject to SECTION 2(B) below). The dividend(s) payable hereunder shall be payable quarterly on March 31, quarterly dividends payable in cash to holders of record on the last business day of March, JuneJune 30, September 30 and December in 31 of each year (each such date being referred to herein as a "Quarterly Dividend Record DateQUARTERLY DIVIDEND DATE"), commencing with December 31, 1999, except that if any such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first Quarterly Dividend Record Date after next day that is not a Saturday, Sunday or legal holiday on which banks in the first State of Texas are permitted to be closed (a "BUSINESS DAY"), to Holders on the stock books of the Corporation 10 days preceding the payment date for such dividends (the "RECORD DATE"). The foregoing dividend on the Series A Preferred shall accrue from the date of issuance of a each share or fraction until the earlier of a share (i) the conversion of the Series B A Preferred Stockto common shares, in an amount par value $0.01 per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined"COMMON STOCK") or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.01 per share, of the Corporation share (the "Common StockCLASS B COMMON STOCK") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable and Class B Common Stock are sometimes collectively referred to in shares of Common Stockthis Certificate as "CONVERSION SHARES"), or (ii) subdivide the outstanding Common Stock liquidation, distribution or (iiiwinding up of the Corporation. The dividends shall be payable in the manner set forth in SECTION 2(B) combine below. The amount of dividends payable for any period that is shorter or longer than a full quarter shall be computed on the outstanding Common Stock into basis of a smaller 360-day year of twelve 30-day months and the actual number of shares, then days elapsed (including the first day but excluding the last day) occurring in each such case the amount to period for which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each 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 eventpayable.

Dividends and Distributions. (A) Subject to From and after the prior and superior rights Date of the holders Issuance of any shares of any series of Series A Preferred Stock ranking prior and superior to through the Accretion Target Date (as defined below), cumulative dividends on such shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred Stock shall be entitled to receiveaccrue, when, as and if whether or not declared by the Board of Directors out of and whether or not there are funds legally available for the purposepayment of dividends, quarterly on a daily basis at the rate of 29.5% per annum on the sum of the Liquidation Value thereof plus all accrued and accumulated dividends payable thereon. The "Accretion Target Date" shall be the first date upon which the aggregate Liquidation Value and accrued and accumulated dividends on the outstanding shares of Preferred Stock is equal to $53,000,000. From and after the Accretion Target Date, cumulative dividends on the outstanding shares of Series A Preferred Stock shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis at the rate of 9.0% per annum on the sum of the Liquidation Value thereof plus all unpaid accrued and accumulated dividends thereon. Dividends accrued and accumulated prior to the Accretion Target Date shall not be paid until after the Accretion Target Date. Dividends accrued and accumulated after the Accretion Target Date shall be paid in cash to or, with the consent of the holders of record a majority of the Series A Preferred Stock, shares of Common Stock (as defined below) with a value equal to the dividends then due (valued at the last reported bid price of the Common Stock on the day immediately preceding the date on which such dividend payment becomes due), on the last business day of March, June, September and December in of each calendar year (each such date being referred to herein as date, a "Quarterly Dividend Record Payment Date"). Notwithstanding anything in this Section 2(A) to the contrary, commencing on the first Quarterly Dividend Record Date after the first if any issuance of a share or fraction of a share of Series B Preferred StockCommon Stock pursuant to this Section would, in an amount per share (rounded the good faith judgment of the Corporation, require shareholder approval pursuant to NASDAQ Stock Market, Equity Rule 5635, then the nearest cent) equal to, subject number of shares to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount be issued shall be reduced to a number of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision equal to 19.99% of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, or, with respect to the first Quarterly Dividend Record Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the total number of shares of Common Stock outstanding immediately after such event and as of the denominator date of which is applicable calculation. Unless the number prior written consent of holders of a majority of the shares of Common Series A Preferred Stock that were outstanding immediately is obtained, all accrued and accumulated dividends on the shares of Series A Preferred Stock shall be prior and in preference to such event.any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions, repurchases or redemptions are made, on or of any Junior Securities. "

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the The holders of shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the such purpose, quarterly cash dividends at the rate of 5% per annum per share, or, at the option of the Company, dividends of shares of Preferred Stock at the rate of 7.5% (based on the liquidation preference of the Preferred Stock) per annum per share; provided, however, after a Change of Control (as defined in Section 9) or such time as there ceases to be a majority of the Board of Directors comprised as Continuing Directors (as defined in this Section 9) (other than pursuant to an agreement or arrangement authorized, approved or acquiesced in by the Company s Board of Directors), the dividend rate shall be 15% per annum, in cash. Such dividends shall be fully cumulative, shall accumulate without interest from the date of original issuance of the Preferred Stock and shall be payable semi-annually in arrears in cash on each January 1 and July 1 commencing July 1, 1998 (provided, that if any such date is a Saturday, Sunday or legal holiday in the place where such dividend is to be paid, then such dividend shall be payable without interest on the next day that is not a Saturday, Sunday or legal holiday) to holders of record as they appear on the last business stock books of the Company on such record dates as shall be fixed by the Board of Directors. Such record dates shall be not more than 60 nor less than 10 days preceding the respective dividend payment dates. The amount of dividends payable per share of Preferred Stock for each full semi-annual dividend period shall be computed by dividing the annual dividend amount by two. The amount of dividends payable for the initial dividend period and for any other period shorter than a full semi-annual dividend period shall be computed on the basis of a 360-day year of Marchtwelve 30-day months. No dividends or other distributions, Juneother than dividends payable solely in shares of Common Stock or other capital stock of the Company ranking junior as to payment of dividends to the Preferred Stock (such Common Stock and other capital stock being referred to herein collectively as "Junior Dividend Stock"), September shall be paid or set apart for payment on, and December in each year no purchase, redemption or other acquisition shall be made by the Company of, any shares of Junior Dividend Stock unless and until all accumulated and unpaid dividends on the Preferred Stock, including the full dividend for the then-current semi-annual dividend period, shall have been paid or declared and set apart for payment. No full dividends shall be paid or declared and set apart for payment on any capital stock of the Company ranking, as to payment of dividends, on a parity with the Preferred Stock (each such date capital stock being referred to herein as a "Quarterly Parity Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") since for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the immediately preceding Quarterly Dividend Record Date, or, with respect Preferred Stock for all dividend periods terminating on or prior to the first Quarterly date of payment of such full cumulative dividends. No full dividends shall be paid or declared and set apart for payment on the Preferred Stock for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on any Parity Dividend Record DateStock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full upon the Preferred Stock and any Parity Dividend Stock, since the first issuance of any share all dividends paid or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time following December 31, 1999 (i) declare any dividend on Common Stock payable in declared and set apart for payment upon shares of Common StockPreferred Stock and Parity Dividend Stock shall be paid or declared and set apart for payment pro rata, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case so that the amount of dividends paid or declared and set apart for payment per share on the Preferred Stock and the Parity Dividend Stock shall in all cases bear to which holders of each other the same ratio that accumulated and unpaid dividends per share on the shares of Series B Preferred Stock were entitled immediately prior and Parity Dividend Stock bear to such event under each other. Any reference to distribution contained in this Section 4 shall not be deemed to include any distribution made in connection with a liquidation, dissolution or winding up of the preceding sentence shall be adjusted by multiplying each 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 eventCompany, whether voluntary or involuntary.

Dividends and Distributions. (A) a. Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"“QUARTERLY DIVIDEND PAYMENT DATE”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, Stock of the Corporation (the "Common Stock"“COMMON STOCK”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after October 28, 1999 2009 (the “RIGHTS DECLARATION DATE”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount by a fraction 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 Outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, par value $0.01 per share, of the Corporation (the “Common Stock (hereinafter definedStock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall shall, at any time following December 31after 5:00 p.m. New York City time on October 10, 1999 2011 (the “Record Date”), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each 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.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B F Preferred Stock Shares with respect to dividends, the holders of shares of Series B F Preferred Stock Shares 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 to holders of record on the last first business day of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B F Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Class A Common Stock, par value $0.01 .01 per share, of the Corporation (the "“Common Stock"Shares”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B F Preferred StockShares. In the event the Corporation shall at any time following December 31after September 8, 1999 2009 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock Shares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series B F Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock of the Corporation ranking prior and superior to the shares of Series B A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock Stock, in preference to the holders of Common Stock, $0.01 par value per share of the Corporation (“Common Stock”), and of any other junior-ranking stock, shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation (the “Board of Directors”), out of funds of the Corporation legally available for the purposepayment of dividends, quarterly dividends payable in cash to holders of record on the last business 1st day of MarchApril, JuneJuly, September October and December January in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal toto the greater of (a) $1.00 or, (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per per-share amount of all cash dividends, and 100 1,000 times the aggregate per per-share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. The multiple of cash and non-cash dividends declared on outstanding shares of Common Stock to which holders of the Series A Junior Participating Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time following December 31after March 29, 1999 2012 (the “Rights Declaration Date”) (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock, Stock or (ii) subdivide effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of Common Stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series B A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under the preceding sentence shall be adjusted by multiplying each such amount multiplied by a fraction 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.

Dividends and Distributions. (Ai) Subject to the prior and superior rights of the holders of Declare or pay any shares of dividend or make any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B Preferred 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 to holders of record on the last business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Record Date"), commencing on the first Quarterly Dividend Record Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock distribution (by reclassification reduction of capital or otherwise), declared on the Common Stockwhether in cash, par value $0.01 per shareproperty, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Date, orsecurities or a combination thereof, with respect to any of its Equity Interests (including any repayment by a Subsidiary that is not a Loan Party of any Indebtedness of a direct or indirect parent company that is a Loan Party) (other than dividends and distributions on Equity Interests payable solely by the first Quarterly Dividend Record Date, since the first issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any share Subsidiary to purchase or fraction acquire) any of a share the Parent’s Equity Interests or set aside any amount for any such purpose (other than through the issuance of Series B Preferred additional Equity Interests (other than Disqualified Stock. In ) of the event the Corporation shall at any time following December 31person redeeming, 1999 (i) declare any dividend on Common Stock payable in shares of Common Stockpurchasing, retiring or acquiring such shares), (ii) subdivide make any voluntary principal prepayment on, or voluntarily redeem, repurchase, defease or otherwise acquire or retire for value (including through a tender offer, open market purchase or debt-for-debt exchange), in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness, Indebtedness for borrowed money (or Indebtedness evidenced by bonds, debentures, notes or similar instruments) secured by Junior Liens or unsecured Indebtedness for borrowed money (or Indebtedness evidenced by bonds, debentures, notes or similar instruments), and any guarantees of any of the outstanding Common Stock foregoing, of the Parent or any Loan Party (other than the prepayment, redemption, repurchase, defeasance, acquisition or retirement (including through a tender offer, open market purchase or debt-for-debt exchange) of Indebtedness owed to the Parent or any Subsidiary thereof) (such prepayments, redemptions, repurchases, defeasance, acquisitions or retirements described in this clause (ii), “Restricted Debt Payments”) or (iii) combine make any voluntary prepayment on, or voluntarily repurchase, defease or otherwise acquire or retire for value (including through a purchase for cash or exchange for debt) any payment obligations with respect to the outstanding Common Stock into a smaller number of sharesOpioid Settlement or the DOJ Settlement, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to any scheduled payment, except in accordance with the RSA (such event under prepayments, repurchases, defeasances, acquisitions or retirements described in this clause (iii), “Restricted Settlement Payments”; and, collectively, all of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event foregoing in clauses (i), (ii) and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.(iii), “Restricted Payments”); provided, however, that:

Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of preferred stock of the Corporation (“Preferred Stock Stock”) ranking prior and superior to the shares of Series B A Preferred Stock with respect to dividends, the holders of shares of Series B A Preferred 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 twice annually in cash to holders of record cash, on the last business 15th day in each of March, June, September January and December in July of each year (each such date being referred to herein as a "Quarterly “Semi-Annual Dividend Record Payment Date"”), commencing on the first Quarterly Semi-Annual Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.50 ($1.00 per annum) or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock (hereinafter definedas defined below) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stockcommon stock, par value $0.01 0.10 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Semi-Annual Dividend Record Payment Date, or, with respect to the first Quarterly Semi-Annual Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31January 24, 1999 2009 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (Aa) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series B Junior Participating Preferred Stock shall will be entitled to receive, when, as and if declared by the this Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on the last business 15th day of MarchJanuary, JuneApril, September July and December in October of each year (each such date being referred to herein as each, a "Quarterly Dividend Record Payment Date"), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (a) $0.25 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stockcommon stock, par value $0.01 0.02 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after January 29, 1999 (the "Rights Declaration Date") (i) declare declares any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide subdivides the outstanding Common Stock or (iii) combine combines the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall will be adjusted by multiplying each such amount by a fraction 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. (b) The Corporation will declare a dividend or distribution on the Series B Junior Participating Preferred Stock as provided in paragraph (a) above as a condition to declaration of a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event that no dividend or distribution has been declared on the Common Stock during the period between any Quarterly Dividend Payment Date, a dividend of $0.25 per share on the Series B Junior Participating Preferred Stock will nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends will begin to accrue and be cumulative on outstanding shares of Series B Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Junior Participating Preferred Stock, 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 will 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 B Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends will begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends will not bear interest. Dividends paid on the shares of Series B Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares will be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. This Board may fix a record date for the determination of holders of shares of Series B Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date will be no more than 30 days prior to the date fixed for the payment thereof. 3.

Dividends and Distributions. (A) Subject to the prior and superior rights Out of the holders surplus or net profits of any shares the Corporation legally available for the payment of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends, the holders of shares of Series B A Junior Participating Preferred Stock shall be entitled to receive, when, when and as and if such dividends may be declared by the Board of Directors out of funds legally available for the purposeDirectors, quarterly dividends payable in cash to holders of record on the last business day tenth days of March, June, September and December in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, 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, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 .01 per share, of the Corporation (the "“Common Stock"”) since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Junior Participating Preferred Stock. In the event the Corporation shall at any time following December 31after November 9, 1999 2000 (the “Rights Declaration Date”) (i) declare pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or Stock, (iii) combine the outstanding Common Stock into a smaller number of sharesshares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series B A Junior Participating Preferred Stock were shall have been entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (A) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B A Preferred Stock with respect Stock, in preference to dividends, the holders of shares of Series B Preferred Common Stock and of any other 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 to holders of record on the last first business day days of MarchJanuary, JuneApril, September July and December October in each year (each such date being referred to herein as a "“Quarterly Dividend Record Payment Date"”), commencing on the first Quarterly Dividend Record Payment Date after the first issuance of a share or fraction of a share of Series B A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, to the greater of (i) $1.00 or (ii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Record Payment Date, or, with respect to the first Quarterly Dividend Record Payment Date, since the first issuance of any share or fraction of a share of Series B A Preferred Stock. In the event the Corporation shall at any time following December 31after the close of business on August 16, 1999 2007 (ithe “Record Date”) (a) declare any dividend on Common Stock payable in shares of Common Stock, (iib) subdivide the outstanding Common Stock Stock, or (iiic) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B A Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction the numerator of which is the number of shares of Common Stock that are 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.