Common use of Conversion of Stock into Common Stock Clause in Contracts

Conversion of Stock into Common Stock. Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate then in effect for the Stock (and, therefore, for the Depositary Shares) specified in the Certificate of Designation, as such conversion rate may be adjusted by the Company from time to time as provided in the Certificate of Designation. Subject to the terms and conditions of this Deposit Agreement and the Certificate of Designation, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Corporate Office, or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive an amount in cash in lieu of such fractional shares of Common Stock as provided in the Certificate of Designation. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate of Designation.

Conversion of Stock into Common Stock. It is understood and agreed that the Depositary Shares are not convertible into the Common Stock, $2.50 par value per share, of the Company (the “Common Stock”) or any other securities or property of the Company. Nevertheless, as a matter of convenience, the Company hereby agrees to accept (or to cause its conversion agent to accept) the delivery of Receipts for the purpose of effecting conversions of the Stock utilizing the same procedures as those provided for delivery of Stock certificates to effect such conversions in accordance with the terms and conditions of the Certificate of Designation; provided, however, that only whole Depositary Shares may be so submitted for conversion. Receipts may be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby by such Receipts into the number of whole shares of Common Stock at obtained by dividing the conversion rate then in effect for aggregate liquidation preference of such Depositary Shares by the Stock Conversion Price (and, therefore, for the Depositary Shares) specified as such term is defined in the Certificate of Designation) then in effect, as such conversion rate Conversion Price may be adjusted by the Company from time to time as provided in the Certificate of Designation. Subject to the terms and conditions of this Deposit Agreement and the Certificate of Designation, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts to the Depositary at the Corporate Office, Depositary’s Office or to such office as the Depositary may designate for such purpose, or to such Depositary's ’s Agents as the Depositary may designate for such purpose, together with (i) a notice of conversion thereof duly completed and executedexecuted (a “Notice of Conversion”), and (ii) any payment in respect of dividends required by the fifth paragraph of this Section 2.11, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice Notice of conversion Conversion into whole shares of Common Stock, and an assignment of such Receipt or Receipts to . In the Company, to any transfer agent for Depositary Shares or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent event that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock or any number of whole shares of Common Stock plus an excess constituting less than one whole share of Common Stock, the holder shall receive an amount in cash payment in lieu of such fractional shares of Common Stock as provided otherwise issuable in accordance with the Certificate last paragraph of Designationthis Section 2.11. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with notice a Notice of conversionConversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares or in blank, duly completed and executedStock, the Depositary shall shall, on the date of receipt of such Notice of Conversion, instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice Notice of Conversion to the Depositary and (ii) to cause the delivery to the holder or holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock Stock, and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall shall, as promptly as practicable after receipt thereof thereof, cause the delivery to such holder or holders of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is or holders are entitled. The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at the close of business on the date such Receipt or Receipts shall have been surrendered to and a Notice of Conversion received by the Depositary, unless the stock transfer books of the Company shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record on the next succeeding day on which such stock transfer books are open. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver for cancellation to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of If any Stock shall be called by the Company for redemption, the Depositary Shares representing such Stock may be converted into Common Stock as provided in this Deposit Agreement until and including, but not after, the close of business on any dividend the Redemption Date unless the Company shall default in making payment record date established of the amount payable upon such redemption. Upon receipt by the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable of a Receipt or Receipts representing any Stock called for redemption, together with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion a properly completed and executed Notice of Conversion, the shares of Stock to which held by the Depositary represented by such Depositary Shares relatefor which conversion is requested shall be deemed to have been received by the Company for conversion. If a share Upon any conversion of the Stock is converted between underlying the record date Depositary Shares, no allowance, adjustment or payment shall be made with respect to any dividend payment on the accrued dividends upon such Stock and the next succeeding dividend payment date, except that if any holder of Receipts surrendered a Receipt surrenders such Receipt with instructions to the Depositary for conversion of the underlying Stock shall pay to evidenced thereby during the Depositary an amount equal to period between the opening of business on any dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders and the Receipts with instructions to the Depositary for conversion close of the underlying Stock business on the corresponding dividend payment date will receive (except shares called for redemption on a Redemption Date during such period), such Receipt must be accompanied by a payment equal to the dividend payable with thereon, if any, which the holder of record of such Receipt is entitled to receive on such dividend payment date in respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversionunderlying Stock to be converted. Upon the conversion of any shares of Stock for which a request for conversion Notice of Conversion has been made received by the holder of Depositary Shares representing such sharesDepositary, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, herein and any cash payable on account of accrued dividends with in respect to such Depositary Shares, of the Stock so converted and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 2.10 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If If, except for the provisions of this Section 2.11 and the Certificate of Designation, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided determined in accordance with the Certificate of Designation.

Conversion of Stock into Common Stock. The Company hereby ------------------------------------- agrees to accept the delivery of Receipts may be surrendered with written instructions to for purposes of effecting conversions of the Depositary to instruct Deposited Stock utilizing the Company to cause the conversion same procedures as those provided for delivery of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate then in effect certificates for the Stock (and, therefore, for the Depositary Shares) specified to effect such conversions in the Certificate of Designation, as such conversion rate may be adjusted by the Company from time to time as provided in the Certificate of Designation. Subject to accordance with the terms and conditions of this Deposit Agreement and the Certificate of Designation, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Corporate Office, or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive an amount in cash in lieu of such fractional shares of Common Stock as provided in the Certificate of Designation. Any whole number of Depositary Shares (whether or not evenly divisible by 16) represented by a Receipt may be surrendered for conversion. If more than one the Depositary Shares represented by a Receipt shall are to be delivered for conversion at one time converted in part only, a new Receipt or Receipts will be issued by the same holder, Depositary for the number of whole Depositary Shares not to be converted. No fractional shares of Common Stock issuable will be issued upon conversion, and if such conversion thereof shall will result in a fractional share being issued, an amount will be computed paid in cash by the Company equal to the value of the fractional interest based upon the closing price of the Common Stock on the basis of last business day prior to the aggregate number of Receipts so deliveredconversion. Upon receipt by the Depositary For this purpose, a holder of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of Receipts must surrender such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares or in blank, together with a duly completed and executed, executed Notice of Conversion in the Depositary form included in the Receipt. In all cases the foregoing shall instruct be conditioned upon compliance in full by the Company (i) to cause holders with the conversion applicable terms and conditions of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate of DesignationDesignation and of this Deposit Agreement. The Company and the Depositary will thereafter effect the cancellation of each Receipt surrendered for such conversion and of the related Deposited Stock so converted. In the event that the conversion of Depositary Shares results in issuance of a fraction of a share of Stock, the Depositary will make appropriate adjustment in its records (as contemplated in Section 2.01) to reflect such issuance and, if appropriate, the combination of any fractions of shares into one or more whole shares of Stock. Upon conversion no adjustments will be made for accrued dividends and, therefore, Depositary Shares surrendered for conversion after the record date next preceding a dividend payment date for the Deposited Stock and prior to such dividend payment date must be accompanied by payment of an amount equal to the applicable fraction of the dividend thereon which is to be paid on such dividend payment date (unless the Depositary Shares surrendered for conversion have been called for redemption prior to such dividend payment date). No adjustment of the conversion price will be required to be made in any case until cumulative adjustment amounts to 1% or more of the conversion price.

Conversion of Stock into Common Stock. The ------------------------------------- Company hereby agrees to accept the delivery of Receipts may be surrendered with written instructions to for purposes of effecting conversions of the Depositary to instruct Deposited Stock utilizing the Company to cause the conversion same procedures as those provided for delivery of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate then in effect certificates for the Stock (and, therefore, for the Depositary Shares) specified to effect such conversions in the Certificate of Designation, as such conversion rate may be adjusted by the Company from time to time as provided in the Certificate of Designation. Subject to accordance with the terms and conditions of this Deposit Agreement and the Certificate of Designation, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Corporate Office, or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive an amount in cash in lieu of such fractional shares of Common Stock as provided in the Certificate of Designation. Any whole number of Depositary Shares (whether or not evenly divisible by 16) represented by a Receipt may be surrendered for conversion. If more than one the Depositary Shares represented by a Receipt shall are to be delivered for conversion at one time converted in part only, a new Receipt or Receipts will be issued by the same holder, Depositary for the number of whole Depositary Shares not to be converted. No fractional shares of Common Stock issuable will be issued upon conversion, and if such conversion thereof shall will result in a fractional share being issued, an amount will be computed paid in cash by the Company equal to the value of the fractional interest based upon the closing price of the Common Stock on the basis of last business day prior to the aggregate number of Receipts so deliveredconversion. Upon receipt by the Depositary For this purpose, a holder of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of Receipts must surrender such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares or in blank, together with a duly completed and executedexecuted Notice of Conversion in the form included in the Receipt. In all cases the foregoing shall be conditioned upon Upon conversion no adjustments will be made for accrued dividends and, the Depositary shall instruct the Company (i) to cause the conversion of the therefore, Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in after the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding next preceding a dividend payment date notwithstanding for the subsequent conversion of the shares of Deposited Stock and prior to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend date must be accompanied by payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock shall pay to the Depositary an amount equal to the applicable fraction of the dividend payable thereon which is to be paid on such dividend payment date on (unless the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a conversion have been called for redemption prior to such dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion date). No adjustment of the underlying Stock on the corresponding dividend payment date conversion price will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment be made in any case until cumulative adjustment amounts to 1% or more of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate of Designationprice.

Conversion of Stock into Common Stock. Receipts may be -------------------------------------- surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the whole Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate price then in effect for the Stock (and, therefore, for the Depositary Shares) specified in the Certificate of DesignationCertificate, as such conversion rate price may be adjusted by the Company from time to time as provided in the Certificate of DesignationCertificate. Subject to the terms and conditions of this Deposit Agreement and the Certificate of DesignationCertificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Corporate Office, Depositary's Office or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares Company or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive an amount in cash payment in lieu of such fractional shares of Common Stock as provided in the Certificate of Designationotherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares Company or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation cancelation the shares or fractional shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of Depositary Shares on any dividend payment record date established by Upon the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion delivery of the shares or fractional shares of Stock to which be canceled due to such conversion by the Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversionCompany, the Company shall cause deliver to be delivered to such holder an amount the Depositary a certificate or certificates evidencing the number of shares or fractional shares of Stock, if any, which are in cash excess of the number of shares of Stock which have been surrendered for such fractional share as provided in the Certificate of Designationconversion.

Conversion of Stock into Common Stock. The Company ------------------------------------- hereby agrees to accept the delivery of Receipts may be surrendered with written instructions to for purposes of effecting conversions of the Depositary to instruct Stock utilizing the Company to cause the conversion same procedures as those provided for delivery of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate then in effect certificates for the Stock (and, therefore, for the Depositary Shares) specified to effect such conversions in the Certificate of Designation, as such conversion rate may be adjusted by the Company from time to time as provided in the Certificate of Designation. Subject to accordance with the terms and conditions of the Stock as provided in the Articles Supplementary. Any whole number of Depositary Shares (whether or not evenly divisible by ____) represented by a Receipt may be surrendered for conversion. If the Depositary Shares represented by a Receipt are to be converted in part only, a new Receipt or Receipts will be issued by the Depositary for the Depositary Shares not to be converted. No fractional shares of Common Stock will be issued upon conversion, and if such conversion will result in a fractional share being issued, an amount will be paid in cash by the Company equal to the value of the fractional interest based upon the closing price of the Common Stock on the last business day prior to the conversion. For this Deposit Agreement and the Certificate of Designationpurpose, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may must surrender such Receipt or Receipts at the Corporate Office, or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares or in blank, together with a duly completed and executed. Each optional conversion executed Notice of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth Conversion in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which form included in the aggregate are convertible into less than one whole share Receipt. In all cases the foregoing shall be conditioned upon compliance in full by the holders with the applicable terms and conditions of Common Stock, the holder shall receive an amount in cash in lieu of such fractional shares of Common Stock as provided in the Certificate Articles Supplementary and of Designationthis Deposit Agreement. If more than one The Company and the Depositary will thereafter effect the cancellation of each Receipt shall be delivered surrendered for such conversion at one time by and of the same holderrelated Stock so converted. In the event that the conversion of Depositary Shares results in issuance of a fraction of a share of Stock, the number Depositary will make appropriate adjustment in its records to reflect such issuance and, if appropriate, the combination of any fractions of shares into one or more whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so deliveredStock. Upon receipt by the Depositary of a Receipt or Receiptsconversion no adjustments will be made for accrued dividends and, together with notice of conversiontherefore, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in after the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of record date next preceding a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in dividend payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent date for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.4 shall be entitled to receive the dividend payable with respect prior to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion must be accompanied by payment of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock shall pay to the Depositary an amount equal to the applicable fraction of the dividend payable thereon which is to be paid on such dividend payment date on (unless the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a conversion have been called for redemption prior to such dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion date). No adjustment of the underlying Stock on the corresponding dividend payment date conversion price will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment be made in any case until cumulative adjustment amounts to 1% or more of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate of Designationprice.

Conversion of Stock into Common Stock. Receipts may ------------------------------------- be surrendered with written instructions to the Depositary to instruct the Company to cause the conversion of any specified number of whole or fractional shares of Stock represented by the Depositary Shares evidenced thereby into whole shares of Common Stock at the conversion rate price then in effect for the Stock (and, therefore, for the Depositary Shares) specified in the Certificate of DesignationCertificate, as such conversion rate price may be adjusted by the Company from time to time as provided in the Certificate of DesignationCertificate. Subject to the terms and conditions of this Deposit Agreement and the Certificate of DesignationCertificate, a holder of a Receipt or Receipts evidencing Depositary Shares representing whole or fractional shares of Stock may surrender such Receipt or Receipts at the Corporate Office, Depositary's Office or to such office as the Depositary may designate for such purpose, or to such Depositary's Agents as the Depositary may designate for such purpose, together with a notice of conversion duly completed and executed, thereby directing the Depositary to instruct the Company to cause the conversion of the number of shares or fractions thereof of underlying Stock specified in such notice of conversion into shares of Common Stock, and an assignment of such Receipt or Receipts to the Company, to any transfer agent for Depositary Shares Company or in blank, duly completed and executed. Each optional conversion of Depositary Shares will be effective immediately prior to the close of business on the date on which the holder satisfies the requirements set forth in the foregoing sentence. To the extent that a holder delivers to the Depositary for conversion a Receipt or Receipts which in the aggregate are convertible into less than one whole share of Common Stock, the holder shall receive an amount in cash payment in lieu of such fractional shares of Common Stock as provided in the Certificate of Designationotherwise issuable. If more than one Receipt shall be delivered for conversion at one time by the same holder, the number of whole shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of Receipts so delivered. Upon receipt by the Depositary of a Receipt or Receipts, together with notice of conversion, duly completed and executed, directing the Depositary to instruct the Company to cause the conversion of a specified number of shares or fractions thereof of Stock and an assignment of such Receipt or Receipts to the Company, to any transfer agent for the Depositary Shares Company or in blank, duly completed and executed, the Depositary shall instruct the Company (i) to cause the conversion of the Depositary Shares evidenced by the Receipts so surrendered for conversion as specified in the written notice to the Depositary and (ii) to cause the delivery to the holders of such Receipts of a certificate or certificates evidencing the number of whole shares of Common Stock and the amount of money, if any, to be delivered to the holders of Receipts surrendered for conversion in payment of any accrued and unpaid dividends with respect to such Depositary Shares and in lieu of fractional shares of Common Stock otherwise issuable. The Company shall as promptly as practicable after receipt thereof cause the delivery of (i) a certificate or certificates evidencing the number of whole shares of Common Stock into which the Stock represented by the Depositary Shares evidenced by such Receipt or Receipts has been converted, and (ii) any money or other property to which the holder is entitled. Upon such conversion, the Depositary (i) shall deliver to the holder a Receipt evidencing the number of Depositary Shares, if any, which such holder has elected not to convert and evidencing the number of Depositary Shares, if any, in excess of the number of Depositary Shares representing Stock which has been so converted, (ii) shall cancel the Depositary Shares evidenced by Receipts surrendered for conversion and (iii) shall deliver to the Company or its transfer agent for the Stock for cancellation the shares of Stock represented by the Depositary Shares evidenced by the Receipts so surrendered and so converted. If any Stock shall be called by the Company for redemption, the Depositary Shares representing such Stock may be converted into Common Stock as provided in this Deposit Agreement until and including, but not after, the close of business on the fifth business day preceding the Redemption Date unless the Company shall default in making payment of the cash redemption price and other amounts payable upon such redemption, in which case the Depositary Shares representing such Stock may continue to be converted into Common Stock until and including, but not after, the close of business on the date on which the Company makes full payment of the cash redemption price and other amounts payable on such redemption. Upon receipt by the Depositary of a Receipt or Receipts, together with a properly completed and executed notice of conversion, representing any Stock called for redemption, the shares of Stock held by the Depositary represented by such Depositary Shares for which conversion is requested shall be deemed to have been received by the Company for conversion as of the close of business on the date of such receipt. The record holder of Depositary Shares on any dividend payment record date established by the Depositary pursuant to Section 4.4 4.04 shall be entitled to receive the dividend payable with respect to such Depositary Shares on the corresponding dividend payment date notwithstanding the subsequent conversion of the shares of Stock to which such Depositary Shares relate. If a share of Stock is converted between the record date with respect to any dividend payment on the Stock and the next succeeding dividend payment date, any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock (except for Depositary Shares converted after the issuance of a notice of redemption with respect to a Redemption Date during such period which shall be entitled to such dividend on the dividend payment date) shall pay to the Depositary an amount equal to the dividend payable on such dividend payment date on the Depositary Shares represented by the Receipts being surrendered for conversion. Any holder of Receipts on a dividend payment record date who (or whose transferee) surrenders the Receipts with instructions to the Depositary for conversion of the underlying Stock on the corresponding dividend payment date will receive the dividend payable with respect to the Depositary Shares underlying such Receipts and will not be required to include payment of the amount of such dividend upon surrender of the Receipts for conversion. Upon the conversion of any shares of Stock for which a request for conversion has been made by the holder of Depositary Shares representing such shares, all dividends in respect of such Depositary Shares shall cease to accrue, such Depositary Shares shall be deemed no longer outstanding, all rights of the holder of the Receipt with respect to such Depositary Shares (except the right to receive the Common Stock, any cash payable with respect to any fractional shares of Common Stock as provided herein, herein and any cash payable on account of accrued dividends with respect to such Depositary Shares, and any Receipts evidencing Depositary Shares not so converted) shall terminate, and the Receipt evidencing such Depositary Shares shall be cancelled in accordance with Section 2.8 2.07 hereof. No fractional shares of Common Stock shall be issuable upon conversion of Stock underlying the Depositary Shares. If any holder of Receipts surrendered with instructions to the Depositary for conversion of the underlying Stock would be entitled to a fractional share of Common Stock upon such conversion, the Company shall cause to be delivered to such holder an amount in cash for such fractional share as provided in the Certificate of DesignationCertificate.