Common use of Conversion Procedures Clause in Contracts

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstandingOutstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is on or after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of business on the corresponding Interest Payment Date (except Convertible Debentures called Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for redemption on a redemption date during the number of full shares of Common Stock issuable upon such period) shall be accompanied by payment conversion, together with the cash payment, if any, in lieu of an amount equal any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing ing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 27 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Capital Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering surrender ing such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not on the portion of Securities to be entitled converted notwithstanding the conversion thereof prior to receive such interest on such Interest Payment Date) on Date (unless the corresponding Interest Payment Date notwithstanding the conversion Maturity of such Convertible Debentures following portion of such Regular Record Date and Security is prior to such Interest Payment Date). HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Capital Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Capital Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Capital Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Capital Securities may exercise its right under the Declaration to convert exchange such Trust Capital Securities into Steel Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Capital Security for a portion of the Convertible Debentures Securities held by the NYB Trust (at an exchange rate of $1 of 25 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesCapital Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock pursuant to this Article VII XVII and, if such Trust Capital Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beCapital Securities, duly 67 endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Capital Securities are outstanding, the NYB Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Capital Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures Securities at the close of business 5:00 p.m. (New York City time) on a Regular Record record date for a Interest Payment Date shall will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) Securities on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures Securities following such Regular Record Date and record date but on or prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible Debentures surrendered the Company will not make, or be required to make, any payment, allowance or adjustment for conversion during accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is mailed or otherwise given to holders of Securities or the period between the close NYB Trust issues a press release announcing a Conversion Termination Date, then, if any holder of business Securities converts any Securities into Common Stock on any Regular Record Date date on or after the date on which such notice of prepayment is mailed or otherwise given or the date of such press release, as the case may be, and if such date of conversion falls on any day from and including the opening first day of business an Extension Period and on or prior to the corresponding Interest Payment Date upon which such Extension Period ends, such converting holder shall be entitled to receive either (except Convertible Debentures called for redemption i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a redemption date during described in clause (i) above, all accrued and unpaid interest on such period) shall be accompanied by payment of an amount equal Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest payable shall, in either such case, be paid to such converting holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Convertible Debentures on Extension Period ends and after the record date for such Interest Payment Date. A Holder , in which case such interest shall be paid to the person who was the holder of Convertible Debentures on a Regular Record Date who such Securities (or whose transfereeone or more predecessor Securities) tenders any such Convertible Debentures for conversion into shares of Steel Stock at 5:00 p.m. (New York City time) on such Interest Payment Date record date. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall receive the interest payable by the Company on such Convertible Debentures on such datenot be payable, and the converting Holder need Company shall not include payment make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Compounded Interest and Additional Interest, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the prepayment of such Security shall (subject to say right of the amount holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon surrender Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Convertible Debentures for conversionConversion was received (the "Conversion Date") by the Conversion Agent from the Securityholder or from a holder of the Capital Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall make no payment issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Securityholder in the Notice of Conversion, a certificate or allowance certificates for dividends on the number of full shares of Steel Common Stock issued issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period"Conversion Date") shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and Conversion Agent from the converting Holder need not include payment or from a holder of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.the

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, Securities (provided that such principal amount is $22 or an integral multiple thereof) the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (each, a "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Fleetwood Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 22 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Steel Fleetwood Common Stock pursuant to this Article VII Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beTrust Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. (b) If a Security is surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Security or portion of a Security called for redemption on a Redemption Date occurring after such record date and prior to such payment date), then, notwithstanding such conversion, the interest payable on such payment date will be paid to the Trust which will distribute such interest to the holder of the applicable Trust Securities at the close of business on the record date or to such other Person in whose name such Security is registered at the close of business on such record date, as the case may be, despite such conversion, and (other than a Security or a portion of a Security called for redemption on a Redemption Date occurring after such record date and on or prior to such payment date) when so surrendered for conversion, the Security need not be accompanied by payment of an amount in cash equal to the interest payable on such payment date. Except as otherwise provided belowin the immediately preceding sentence, in the case of any Security that is converted, interest that would otherwise be due and payable after the date of conversion of such Security shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stockthe Securities being converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full and then returned by the Holder full. Each conversion shall be deemed to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at have been effected immediately prior to the close of business on the day (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Securities, as the case may be, being surrendered for conversion) was received by the Conversion Agent from (x) a Regular Record Date holder of the Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration or (y) if the Securities shall be have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the interest payable on Fleetwood Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as the record holder or holders of Convertible Debentures called such Fleetwood Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed in the Notice of Conversion, a certificate or certificates for redemption on a redemption date between the number of full shares of Fleetwood Common Stock issuable upon such Regular Record Date and conversion, together with the Interest Payment Date shall not be cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior certificate or certificates to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionPersons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, Debentures (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion in substantially the form appearing as part of Exhibit A hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-1 or A-2, as the case may be, of the Declaration (each, a "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel CNF Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Con- vertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel CNF Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel CNF Common Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beTrust Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. If a Convertible Debenture is surrendered for conversion after the close of business on any record date for payment of interest thereon and before the opening of business on the corresponding payment date (other than a Convertible Debenture or portion of a Convertible Debenture called for redemption on a Redemption Date occurring after such record date and prior to such payment date), then, notwithstanding such conversion, the interest payable on such payment date will be paid in cash to the Person in whose name such Convertible Debenture (or one or more Predecessor Securities) is registered at the close of business on such record date, and (other than a Convertible Debenture or a portion of a Convertible Debenture called for redemption on a Redemption Date occurring after such record date and on or prior to such payment date) when so surrendered for conversion, the Convertible Debenture must be accompanied by payment of an amount in cash equal to the interest payable on such payment date. Except as otherwise provided belowin the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest which would otherwise be due and payable after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on the Convertible Debentures that are converted by a Holder into Steel Stockbeing converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full and then returned by the Holder full. Each conversion shall be deemed to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at have been effected immediately prior to the close of business on the day (the "Conversion Date") on which the Notice of Conversion (together with, if required by the preceding paragraph, certificates, duly endorsed or assigned to the Company or in blank, evidencing the Trust Securities or Convertible Debentures, as the case may be, being surrendered for conversion) was received by the Conversion Agent from (x) a Regular Record Date holder of the Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration or (y) if the Convertible Debentures shall be have been distributed to holders of Trust Securities following the occurrence of a Special Event, when received by the Conversion Agent from the Holder effecting the conversion thereof pursuant to its conversion rights under the Indenture, as the case may be. The Person or Persons entitled to receive the interest payable on CNF Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as the record holder or holders of Convertible Debentures called such CNF Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed in the Notice of Conversion, a certificate or certificates for redemption on a redemption date between the number of full shares of CNF Common Stock issuable upon such Regular Record Date and conversion, together with the Interest Payment Date shall not be cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior certificate or certificates to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionPersons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of ____ principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash [If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full or after the regular record date and then returned by the Holder prior to the Company as partial consideration for subsequent Interest Payment Date, the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose due date is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full.] Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date; provided, however, that if the transfer books of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Common Stock shall be accompanied by payment of an amount equal closed on said Conversion Date, the Company shall not be required to the interest payable issue any shares on such Convertible Debentures conversion until the date on which such Interest Payment Date. A Holder transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of Convertible Debentures record of such shares until the date on a Regular Record Date who (or whose transferee) tenders any which such Convertible Debentures for transfer books shall be reopened, but such conversion into shares shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of Steel Stock the date on which such Interest Payment Date Security shall receive the interest payable have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on such Convertible Debentures on such dateor after the Conversion Date, the Company shall issue and deliver at the converting Holder need not include payment office of the amount Conversion Agent, unless otherwise directed by the holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such interest upon surrender conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion (the "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Class A Common Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debenturesconversion and, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel shares of Class A Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange the Convertible Amount of such Trust Convertible Preferred Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 1,000 principal amount of Convertible Debentures for each $1 1,000 in liquidation amount of Trust Securitiesthe Convertible Amount of the Convertible Preferred Securities so exchanged) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel shares of Class A Common Stock of the Company pursuant to this Article VII and, if such Trust Securities are in definitive form, XII and surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So 932388.8 39 long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided belowIf a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall will be entitled to receive the interest payable on such Convertible Debentures (except that holders the subsequent Interest Payment Date on the portion of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not to be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures surrendered for being converted, which shall be deemed to be paid in full. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period"Conversion Date") shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and Conversion Agent from the converting Holder need not include payment or from a holder of the amount of such interest upon surrender of Convertible Debentures for conversionPreferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Company shall make no payment Person or allowance for dividends on Persons entitled to receive the shares of Steel Class A Common Stock issued issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Class A Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible Debentures, the Holder Debentureholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion AgentCompany or in blank, and (iii) shall pay any transfer or similar tax, if required. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Debentures which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 1,000 principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Steel Common Stock pursuant to this Article VII IV and, if such Trust Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest Interest accruing between Interest Payment Dates shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stockconverted, nor shall such any payment, allowance or adjustment be made for accrued interest be and unpaid interest, whether or not in arrears, on converted into additional shares of Steel StockDebentures, but such accrued interest except that if any Debenture is converted (i) on or after the regular record date and prior to the subsequent Interest Payment Date, the Debentureholder shall be deemed required to be paid in full and then returned by the Holder pay to the Company as partial consideration for the Steel Stock received upon conversion. Holders interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Convertible Debentures at the close of business on a Regular Record Date Common Stock, and shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such subsequent Interest Payment Date) , on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date, and (ii) during an Extended Interest Payment Period and after notice of redemption with respect to the Debentures that are to be converted, accrued and unpaid interest through the Conversion Date of the Debentures shall be distributed to the Holder who converts such Debentures, which Distribution shall be made on the Redemption Date fixed for redemption. HoweverExcept as provided in the immediately preceding sentence, Convertible the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures. Such interest shallbe paid to such converting Debentureholder unless the date of conversion of such Debentures surrendered is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for conversion during such Interest Payment Date, in which case such interest shall be paid to the period between person who was the Debentureholder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Regular Record Date Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the opening Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to the close of business on the corresponding Interest Payment Date day on which the Conversion Request was received (except Convertible Debentures called for redemption on the “Conversion Date”) by the Conversion Agent from the Debentureholder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Debentureholder in the Conversion Request, a certificate or certificates for the number of an amount equal full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of ____ principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash [If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full or after the regular record date and then returned by the Holder prior to the Company as partial consideration for subsequent Interest Payment Date, the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose due date is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full.] Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date; provided, however, that if the transfer books of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Common Stock shall be accompanied by payment of an amount equal closed on said Conversion Date, the Company shall not be required to the interest payable issue any shares on such Convertible Debentures conversion until the date on which such Interest Payment Date. A Holder transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of Convertible Debentures record of such shares until the date on a Regular Record Date who (or whose transferee) tenders any which such Convertible Debentures for transfer books shall be reopened, but such conversion into shares shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as the date on which such Security shall have been surrendered to and such Notice of Steel Stock on such Interest Payment Date shall receive the interest payable Conversion received by the Company as aforesaid. As promptly as practicable on such Convertible Debentures on such dateor after the Conversion Date, the Company shall issue and deliver at the converting Holder need not include payment office of the amount Conversion Agent, unless otherwise directed by the holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such interest upon surrender conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Company Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Company Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Company Common Stock pursuant to this Article VII 13 and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest payable paid on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.the

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, Securities (provided that such principal amount is $20 or an integral multiple thereof) the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (each, a "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Fleetwood Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 20 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Steel Fleetwood Common Stock pursuant to this Article VII Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beTrust Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of ____ principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash [If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full or after the regular record date and then returned by the Holder prior to the Company as partial consideration for subsequent Interest Payment Date, the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose due date is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full.] Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date; provided, however, that if the transfer books of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Common Stock shall be accompanied by payment of an amount equal closed on said Conversion Date, the Company shall not be required to the interest payable issue any shares on such Convertible Debentures conversion until the date on which such Interest Payment Date. A Holder transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of Convertible Debentures record of such shares until the date on a Regular Record Date who (or whose transferee) tenders any which such Convertible Debentures for transfer books shall be reopened, but such conversion into shares shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of Steel Stock the date on which such Interest Payment Date Security shall receive the interest payable have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on such Convertible Debentures on such dateor after the Conversion Date, the Company shall issue and deliver at the converting Holder need not include payment office of the amount Conversion Agent, unless otherwise directed by the holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such interest upon surrender conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 50 liquidation amount of Trust SecuritiesSecurities for each Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverNotwithstanding the foregoing, Convertible Debentures surrendered for if, during an Extension Period, a notice of redemption is mailed pursuant to Section 1106 and a Security is converted after such mailing but prior to the relevant Redemption Date, all accrued but unpaid interest (including Additional Payments, if any) through the date of conversion during shall be paid to the period between holder of such Security on the close Redemption Date. Except as otherwise provided in the immediately preceding sentence, in the case of business on any Regular Record Date Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the opening of business Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the corresponding Interest Payment Date (except Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption on a is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption date during of such periodSecurity shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be accompanied discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by payment the Conversion Agent from the Holder or from a holder of an amount equal the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Class B Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Class B Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Class B Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Class B Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class B Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the opening Securities on that date; provided, however, that if the transfer books of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Company Class B Common Stock shall be accompanied by payment of an amount equal closed on said Conversion Date, the Company shall not be required to the interest payable issue any shares on such Convertible Debentures conversion until the date on which such Interest Payment Date. A Holder transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of Convertible Debentures record of such shares until the date on a Regular Record Date who (or whose transferee) tenders any which such Convertible Debentures for transfer books shall be reopened, but such conversion into shares shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as the date on which such Security shall have been surrendered to and such Notice of Steel Stock on such Interest Payment Date shall receive the interest payable Conversion received by the Company as aforesaid. As promptly as practicable on such Convertible Debentures on such dateor after the Conversion Date, the Company shall issue and deliver at the converting Holder need not include payment office of the amount Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Class B Common Stock issuable upon such interest upon surrender conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible Debentures, the Holder Debentureholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Debentures which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 8.50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Steel Common Stock pursuant to this Article VII IV and, if such Trust Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowIf a Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest the Debentureholder shall be deemed required to be paid in full and then returned by the Holder pay to the Company as partial consideration for the Steel Stock received upon conversion. Holders interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Convertible Debentures at the close of business on a Regular Record Date Common Stock, and shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such subsequent Interest Payment Date) , on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures surrendered is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for conversion during such Interest Payment Date, in which case such interest shall be paid to the period between person who was the Debentureholder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Regular Record Date Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the opening Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to close of business on the corresponding Interest Payment Date day on which the Conversion Request was received (except Convertible Debentures called for redemption on the Conversion Date) by the Conversion Agent from the Debentureholder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Debentureholder in the Conversion Request, a certificate or certificates for the number of an amount equal full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion (the "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Stock Common Shares should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debenturesconversion and, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Stock Common Shares by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 1,000 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock Common Shares of the Company pursuant to this Article VII and, if such Trust Securities are in definitive form, XII and surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided belowIf a Notice of Conversion is delivered on or after the record date and prior to the subsequent Interest Payment Date, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall will be entitled to receive the interest payable on such Convertible Debentures (except that holders the subsequent Interest Payment Date on the portion of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not to be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. However, if a redemption date falls between a record date and the subsequent Interest Payment Date, the Holder will be entitled to receive, on such Interest Payment Date, the interest accrued to, but excluding, the redemption date. Except as otherwise provided in the first and second sentences of this paragraph, in the case of any Convertible Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures surrendered for being converted, which shall be deemed to be paid in full. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Shares issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Shares as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full Common Shares issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided belowin the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on Convertible the Debentures that are converted by a Holder into Steel Stockbeing converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full and then returned by the Holder full. Each conversion shall be deemed to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a Regular Record Date shall be holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the interest payable on Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as the record holder or holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Common Stock as of the Conversion Date and such Person or Persons will cease to be a record Holder or record Holders of the Interest Payment Date Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall not be issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder or holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior certificate or certificates to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionPersons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Property Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent"), an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Company Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Company Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Company Common Stock pursuant to this Article VII 13 and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. If a Notice of Conversion is delivered on or after the Regular Record Date and prior to the subsequent Interest Payment Date, the Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided belowin the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Interest Payment Date is on or after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on Convertible the Debentures that are converted by a Holder into Steel Stockbeing converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full and then returned by the Holder full. Debentures submitted for conversion prior to the Company as partial consideration for the Steel Stock received upon expiration of conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest Preferred Securities and only with respect to the Preferred Securities requested to be converted into additional shares in such Notice of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by Conversion. If a Notice of Conversion is delivered on or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible in the case of any Debenture which is converted, interest whose Stated Maturity is after the Conversion Date (as defined below) of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debentures surrendered for being converted, which shall be deemed to be paid in full. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a6.3.1 Borrower shall on the date hereof deliver to Collateral Agent pursuant to the Pledge Agreement a stock certificate or certificates representing 833,333 shares of Series A Preferred Stock of NextNet, said certificate(s) In order to be duly endorsed in blank or accompanied by Assignment(s) Separate from Certificate(s) duly endorsed in blank. If Lender desires to convert all the Note in accordance with the terms hereof, Lender shall surrender the Note to Collateral Agent, or, if the Note has been lost, stolen, destroyed or --------------------- mutilated, then, in the case of loss, theft or destruction, Lender shall deliver to Collateral Agent an indemnity agreement reasonably satisfactory in form and substance to Borrower, or, in the case of mutilation, Lender shall surrender to Collateral Agent and cancel the Note. If Lender elects to convert to Borrower shares, Borrower shall, subject to the provisions elsewhere set forth herein, issue and deliver or cause to be issued and delivered to Lender at its address set forth below a portion certificate or certificates for the number of the Convertible DebenturesBorrower’s common stock to which Lender shall be entitled upon such conversion (bearing such legends as are reasonably required by Borrower’s counsel). If Lender elects to convert to NextNet shares, the Holder thereof Collateral Agent shall (i) sign and deliver to NextNet’s transfer agent the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice"NextNet certificate(s) setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned with appropriate Assignment(s) Separate From Certicates(s) with instructions to issue and deliver certificates for the appropriate number of NextNet shares to Lender and the balance of the shares to be issued in a certificate to Borrower, provided however, said certificate of Borrower is to be returned and held by Collateral Agent pursuant to the Trust or in blankterms of the Pledge Agreement. So long as any Trust Convertible Preferred Securities are outstandingOn April 1, 2003, the Trust Collateral Agent shall not convert any Convertible Debentures except pursuant return to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional Borrower all shares of Steel StockCollateral except, but such accrued interest and Collateral Agent shall retain, a certificate or certificates for 250,000 shares of Series A Preferred Stock On August 31, 2003, Collateral still in the possession of Collateral Agent shall be deemed returned to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionBorrower.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Capital Securities may exercise its right under the Declaration to convert exchange such Trust Capital Securities into Steel Securities which will be converted into Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Capital Security for a portion of the Convertible Debentures Securities held by the LFC Trust (at an exchange rate of $1 of __ principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesCapital Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock pursuant to this Article VII XVII and, if such Trust Capital Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beCapital Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Capital Securities are outstanding, the LFC Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Capital Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures Securities at the close of business 5:00 p.m. (Eastern time) on a Regular Record record date for a Interest Payment Date shall will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) Securities on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures Securities following such Regular Record Date and record date but on or prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible Debentures surrendered the Company will not make, or be required to make, any payment, allowance or adjustment for conversion during accumulated and unpaid interest, whether or not in arrears, on converted Securities; provided, however, that if notice of prepayment of Securities is mailed or otherwise given to holders of Securities or the period between the close LFC Trust issues a press release announcing a Conversion Termination Date, then, if any holder of business Securities converts any Securities into Common Stock on any Regular Record Date date on or after the date on which such notice of prepayment is mailed or otherwise given or the date of such press release, as the case may be, and if such date of conversion falls on any day from and including the opening first day of business an Extension Period and on or prior to the corresponding Interest Payment Date upon which such Extension Period ends, such converting holder shall be entitled to receive either (except Convertible Debentures called for redemption i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Securities (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date or (ii) if the date of such conversion does not fall on a redemption date during described in clause (i) above, all accrued and unpaid interest on such period) shall be accompanied by payment of an amount equal Securities (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest payable shall, in either such case, be paid to such converting holder unless the date of conversion of such Securities is on or prior to the Interest Payment Date upon which such Convertible Debentures on Extension Period ends and after the record date for such Interest Payment Date. A Holder , in which case such interest shall be paid to the person who was the holder of Convertible Debentures on a Regular Record Date who such Securities (or whose transfereeone or more predecessor Securities) tenders any such Convertible Debentures for conversion into shares of Steel Stock at 5:00 p.m. (Eastern time) on such Interest Payment Date record date. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall receive the interest payable by the Company on such Convertible Debentures on such datenot be payable, and the converting Holder need Company shall not include payment make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Compounded Interest and Additional Interest, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for prepayment is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the prepayment of such Security shall (subject to say right of the amount holder of such Security or any Predecessor Security to receive interest as provided in this Indenture) be paid to the Company upon surrender Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (Eastern time) on the day on which the Notice of Convertible Debentures for conversionConversion was received (the "Conversion Date") by the Conversion Agent from the Securityholder or from a holder of the Capital Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall make no payment issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Securityholder in the Notice of Conversion, a certificate or allowance certificates for dividends on the number of full shares of Steel Common Stock issued issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to each Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder Holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during Holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Trust Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowIf a Trust Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, accrued but unpaid interest shall not then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for Person in whose name the Steel Stock received upon conversion. Holders of Convertible Debentures Debenture is registered at the close of business on such record date, and (other than a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders Debenture or a portion of a Convertible Debentures Debenture called for redemption on a redemption date between occurring after such Regular Record Date record date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and or prior to such Interest Payment Date. However, Convertible Debentures Distribution payment date) when so surrendered for conversion during conversion, the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall Debenture must be accompanied by payment of an amount equal to the interest Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debentures on such Interest Payment Date. A Holder Debenture which is converted, interest whose Maturity Date is after the date of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any conversion of such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date Debenture shall receive the interest payable by the Company on such Convertible Debentures on such datenot be payable, and the converting Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder need not include payment or from a holder of the amount Trust Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such interest Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon surrender such conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible Debentures, the Holder Debentureholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Debentures which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of [__] principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Steel Common Stock pursuant to this Article VII IV and, if such Trust Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowIf a Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest the Debentureholder shall be deemed required to be paid in full and then returned by the Holder pay to the Company as partial consideration for the Steel Stock received upon conversion. Holders interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Convertible Debentures at the close of business on a Regular Record Date Common Stock, and shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such subsequent Interest Payment Date) , on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures surrendered is mailed or otherwise given to Debentureholder, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for conversion during such Interest Payment Date, in which case such interest shall be paid to the period between person who was the Debentureholder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Regular Record Date Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the opening Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to close of business on the corresponding Interest Payment Date day on which the Conversion Request was received (except Convertible Debentures called for redemption on the "Conversion Date") by the Conversion Agent from the Debentureholder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Debentureholder in the Conversion Request, a certificate or certificates for the number of an amount equal full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50.00 in aggregate principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding 82 75 sentence, Convertible in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Debentures surrendered being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Holder of such Debenture or any Predecessor Debenture to receive interest as provided in the last paragraph of Section 3.07 and this paragraph) be paid to the Company upon a Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening of business (New York City time) on the corresponding Interest Payment Date day on which the Notice of Conversion was received (except the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the -53- shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of ____ principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash [If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full or after the regular record date and then returned by the Holder prior to the Company as partial consideration for subsequent Interest Payment Date, the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose due date is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full.] Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date; provided, however, that if the transfer books of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Common Stock shall be accompanied by payment of an amount equal closed on said Conversion Date, the Company shall not be required to the interest payable issue any shares on such Convertible Debentures conversion until the date on which such Interest Payment Date. A Holder transfer books shall be reopened and such Person or Persons shall not be deemed to have become the holder or holders of Convertible Debentures record of such shares until the date on a Regular Record Date who (or whose transferee) tenders any which such Convertible Debentures for transfer books shall be reopened, but such conversion into shares shall nevertheless be effected when such transfer books shall be reopened at the Conversion Price in effect on and otherwise as of Steel Stock the date on which such Interest Payment Date Security shall receive the interest payable have been surrendered to and such Notice of Conversion received by the Company as aforesaid. As promptly as practicable on such Convertible Debentures on such dateor after the Conversion Date, the Company shall issue and deliver at the converting Holder need not include payment office of the amount Conversion Agent, unless otherwise directed by the holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such interest upon surrender conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder Securityholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("a Conversion Notice") Request setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderSecurityholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible Debenturesin certificated form, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Corporation or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert exchange such Trust Preferred Securities for Securities which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request a Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 1,000.00 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderSecurityholder, into Steel Common Stock pursuant to this Article VII XVII and, if such Trust Preferred Securities are in definitive certificated form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Corporation or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities into shares of Common Stock except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowdescribed in this paragraph, no Interest will be payable on Securities surrendered for conversion with respect to any Interest Payment Date subsequent to the date of conversion and neither the Trust nor the Corporation shall make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid Interest, whether or not in arrears, on Securities surrendered for conversion. If any Securities are surrendered for conversion between the period from 5:00 p.m., New York City time, on any record date through and including the related Interest Payment Date, the Securities surrendered for conversion must be accompanied by payment from the Securityholder in next day funds of an amount equal to the Interest payment which the registered holder on such record date is to receive, and such Securityholder shall be entitled to receive the Interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted, notwithstanding the conversion thereof prior to such Interest Payment Date. The previous sentence shall not apply in the case of Securities called for redemption on a Redemption Date between a record date and a related Interest Payment Date as described in the next sentence. If notice of redemption of Securities is mailed or otherwise given to Securityholders, then, if any Securityholder converts any Securities into Common Stock on any date on or after the date on which such notice of redemption is mailed or otherwise given, such converting Securityholder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid Interest on such Securities to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid Interest on such Securities to the most recent Interest Payment Date prior to the date of such conversion (even though no Interest was paid on such date), which Interest shall, in either such case, be paid to such converting Securityholder unless another Securityholder was the record owner of such Securities as of 5:00 p.m., New York City time on the record date for which such Interest payment is made, in which case such Interest payment shall be paid to such other Securityholder. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, Interest which is payable after the date of conversion of such Security shall not be payable, and the Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash Interest on Convertible Debentures that are converted by a Holder into Steel Stockthe Securities being converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares). If any Security called for redemption is converted, any money deposited with the Debenture Trustee or with any paying agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Securityholder) be paid to the Corporation upon Corporation Request or, if then returned held by the Holder Corporation, shall be discharged from such trust. In addition to the Company as partial consideration provisions of the foregoing paragraph, in the event that the Corporation shall have called the Securities for redemption and a Securityholder shall have converted some or all of its Securities, in addition to the Steel Stock received amounts owing upon conversionconversion pursuant to the provisions of this Article XVII, the Securityholder shall also be entitled to receive, on the date on which such amounts are deliverable, a cash amount equal to the Make-Whole Payment Price if any such Make-Whole Payment Price shall then be owing in connection with the Securities. Holders of Convertible Debentures at the close of business on a Regular Record Date Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m., New York City time, on the Business Day on which the Conversion Request and any other required deliveries were received (the "Conversion Date") by the Conversion Agent from the Securityholder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The person or persons entitled to receive the interest payable on Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as a record holder or holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Common Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment as of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionConversion Date.

Conversion Procedures. (a) In order to To convert all or --------------------- Securities, a portion Holder must satisfy the requirements in paragraph 7 of the Convertible Debentures, Securities. The date on which the Holder thereof shall satisfies all those requirements is the conversion date (i) sign the “Conversion Date”). On conversion of Securities, accrued and deliver unpaid interest with respect to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stockcanceled, nor shall such accrued interest be converted into additional shares of Steel Stockextinguished or forfeited, but such accrued interest rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and then returned the Common Stock (together with the cash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Holder Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Company Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as partial consideration issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Steel Stock received upon conversionprincipal amount of the Securities being converted pursuant to the provisions hereof. Holders of Convertible Debentures at Notwithstanding the close of business on foregoing, a Regular Record Date Holder shall be entitled to receive accrued and unpaid interest, and any Additional Interest in respect of a Security as may be payable to such Holder if the interest payable on Company calls such Convertible Debentures (except that holders of Convertible Debentures called Security for redemption on and such Holder converts its Security prior to the Redemption Date. If a redemption date between such Regular Record Date Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon the Interest Payment Date conversion, if any, shall not be entitled to receive such interest on such Interest Payment Date) based on the corresponding Interest Payment Date notwithstanding total principal amount of the conversion Securities converted. Upon surrender of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. Howevera Security that is converted in part, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such dateshall execute, and the converting Holder need not include payment Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the amount of such interest upon surrender of Convertible Debentures for conversionSecurity surrendered. The Company shall make no payment or allowance for dividends If the last day on which Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the shares of Steel Stock issued upon conversionnext succeeding day that it is not a legal holiday.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible Debentures, the Holder Debentureholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Corporation or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Debentures which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 10 principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Steel Common Stock pursuant to this Article VII IV and, if such Trust Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Corporation or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures into shares of Common Stock except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Conversion Request is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date and prior to the subsequent Interest Payment Date, the Debentureholder shall be required to pay to the Corporation the interest payable to the Debentureholder on the subsequent Interest Payment Date prior to distribution of the shares of Common Stock, and such Debentureholder shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such subsequent Interest Payment Date) , on the corresponding Interest Payment Date portion of Debentures to be converted, notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible the Corporation shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures surrendered is mailed or otherwise given to Debentureholders, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a Regular Record Date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the Regular Record Date for such Interest Payment Date, in which case such interest shall be paid to the person who was the Debentureholder at 5:00 p.m., New York, New York time on such Regular Record Date. Except as otherwise set forth above in this paragraph, in the case of any Debenture which is converted, interest which is payable after the date of conversion during of such Debenture shall not be payable, and the period between Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Corporation upon Corporation Request or, if then held by the Corporation, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to close of business on any Regular Record Date and the opening day on which the Conversion Request was received (the "Conversion Date") by the Conversion Agent from the Debentureholder or from a holder of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Debentureholder in the Conversion Request, a certificate or certificates for the number of an amount equal full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesDebt Securities, the Holder holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") conversion setting forth the principal amount of Convertible Debentures Debt Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holderholder, in which the shares of Steel Common Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, conversion and surrender to the Conversion Agent the Convertible Debentures Debt Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Corporation or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Security for a portion of the Convertible Debentures Debt Securities held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 100 liquidation amount of Debt Securities for each Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible DebenturesDebt Securities, on behalf of such holder, into Steel Common Stock of the Corporation pursuant to this Article VII and, if XIII and surrendering such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Corporation or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Debt Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. In the case of any Debt Security which is converted after any Record Date and on or prior to the next succeeding Interest Payment Date, interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at 5:00 p.m. (Louisville, Kentucky time) on such Record Date. Except as otherwise expressly provided belowin this section, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable, and the Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stockthe Debt Securities being converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full full. Subject to any right of the holder of such Debt Security or any Predecessor Security to receive interest as provided in this section, the Corporation's delivery upon conversion of the fixed number of shares of Common Stock into which the Debt Securities are convertible (together with the cash payment, if any, in lieu of fractional shares) shall be deemed to satisfy the Corporation's obligation to pay the principal amount at Maturity of the portion of Debt Securities so converted and any unpaid interest accrued on such Debt Securities at the time of such conversion. If any Debt Security called for redemption is converted (and any interest payable in respect of such converted Debt Security pursuant to this section shall have been paid in full), any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debt Security shall (subject to any right of the holder of such Debt Security or any Predecessor Security to receive interest as provided in this section) be paid to the Corporation or, if then returned held by the Holder Corporation, shall be discharged from such trust. If a Notice of Conversion is delivered after the Record Date and prior to the Company as partial consideration for subsequent Interest Payment Date, the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Debt Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverIf a Notice of Conversion is delivered during an Extension Period and after the Trust (or, Convertible Debentures surrendered for conversion during after liquidation of the period between Trust, the close Trustee) has mailed a notice of business redemption with respect to the Debt Securities that are converted, all accrued and unpaid interest on any Regular Record Date and such Debt Securities (including Compounded Interest, if any) to the opening of business on the corresponding most recent Interest Payment Date prior to the date of such conversion, whether or not such Interest Payment Date falls in such Extension Period (except Convertible Debentures called for redemption or, if the Notice of Conversion is delivered (A) during an Extension Period, (B) on a redemption date during such period) shall be accompanied by or prior to an Interest Payment Date as to which the payment of an amount equal interest is to be deferred as a result of such Extension Period and (C) after the Record Date for the Interest Payment Date referred to in clause (B) above, all accrued and unpaid interest payable on such Convertible Debentures on Debt Securities (including Compounded Interest, if any) to such Interest Payment Date) shall be distributed to the holder who converts such Debt Securities, which payment shall be made on the redemption date fixed for redemption. A Holder Except as otherwise set forth above in this section, in the case of Convertible Debentures on a Regular Record Date who (or any Debt Security which is converted, interest whose transferee) tenders any Stated Maturity is after the date of conversion of such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date Debt Security shall receive the interest payable by the Company on such Convertible Debentures on such datenot be payable, and the converting Holder need Corporation shall not include payment make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Debt Securities being converted, which shall be deemed to be paid in full. If any Debt Security called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debt Security shall (subject to any right of the amount holder of such Debt Security or any Predecessor Security to receive interest upon surrender as provided in this section) be paid to the Corporation or, if then held by the Corporation, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (Louisville, Kentucky time) on the day on which the Notice of Convertible Debentures for conversionConversion was received (the "Conversion Date") by the Conversion Agent from the holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Company Person or Persons entitled to receive the Common Stock issuable upon such conversion shall make no payment be treated for all purposes as the record holder or allowance holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the holder in the Notice of Conversion, a certificate or certificates for dividends on the number of full shares of Steel Common Stock issued issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Class A Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Class A Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Class A Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Class A Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Class A Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Class A Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Convertible Preferred Securities for a portion of the Convertible Debentures held by the Insignia Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock pursuant to this Article VII XV and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Insignia Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Insignia Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on or after a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder on the Regular Record Date will not be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date on the portion of Debentures to be converted. Except as otherwise provided in Section 15.1, in the case of any Debenture which is converted, interest whose payment date is after the date of conversion of such Debenture shall not be entitled payable, and the Company shall not make nor be required to receive such make any other payment, adjustment or allowance with respect to accrued but unpaid interest on such Interest Payment Date(including Additional Payments) on the corresponding Interest Payment Date notwithstanding the Debentures being converted, which shall be deemed to be paid in full. Each conversion of such Convertible Debentures following such Regular Record Date and shall be deemed to have been effected immediately prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, Securities (provided that such principal amount is $22 or an integral multiple thereof) the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion in substantially the form appearing as part of Exhibit A-l hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-l, as the case may be, of the Declaration (each, a "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Fleetwood Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 22 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Steel Fleetwood Common Stock pursuant to this Article VII Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beTrust Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.of

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder Holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 50 liquidation amount of Trust SecuritiesSecurities for each Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash - 91 - 102 If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverIf a Notice of Conversion is delivered (i) during an Extension Period and after the Property Trustee has mailed a Redemption Distribution Notice with respect to the Securities that are converted, Convertible Debentures surrendered for conversion all accrued and unpaid interest on such Securities (including Compounded Interest, if any) to the most recent Interest Payment Date prior to the date of such conversion, whether or not such Interest Payment Date falls in such Extension Period (or, if the Notice of Conversion is delivered (A) during an Extension Period, (B) on or prior to an Interest Payment Date as to which the period between payment of interest is to be deferred as a result of such Extension Period and (C) after the close of business on any Regular Record Date and for the opening of business on the corresponding Interest Payment Date referred to in clause (except Convertible Debentures called for redemption on a redemption date during such periodB) shall be accompanied by payment of an amount equal to the above, all accrued and unpaid interest payable on such Convertible Debentures on Securities (including Compounded Interest, if any) to such Interest Payment Date. A ) shall be distributed to the Holder who converts such Securities, which payment shall be made on the redemption date fixed for redemption or (ii) during an Extension Period and after the date of Convertible Debentures issuance of the Press Release (as defined in Section 1311(b) or (c), as the case may be), all accrued and unpaid interest on a Regular Record such Securities (including Compounded Interest, if any) to the most recent Interest Payment Date who (prior to the date of such conversion, whether or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on not such Interest Payment Date shall receive falls in such Extension Period (or, if the Notice of Conversion is delivered (A) during an Extension Period, (B) on or prior to an Interest Payment Date as to which the payment of interest payable by is to be deferred as a result of such Extension Period and (C) after the Company Regular Record Date for the Interest Payment Date referred to in clause (B) above, all accrued and unpaid interest on such Convertible Debentures Securities (including Compounded Interest, if any) to such Interest Payment Date) shall be distributed to the Holder who converts such Securities, which payment shall be made on the Interest Payment Date fixed for payment of interest which has been deferred - 92 - 103 as a result of such dateExtension Period. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable, and the converting Holder need Company shall not include payment make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the amount Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon surrender Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Convertible Debentures for conversionConversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall make no payment issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or allowance certificates for dividends on the number of full shares of Steel Common Stock issued issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Trust Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowIf a Trust Preferred Security is surrendered for conversion after the close of business on any regular record date for payment of a Distribution and before the opening of business on the corresponding Distribution payment date, accrued but unpaid interest shall not then, notwithstanding such conversion, the Distribution payable on such Distribution payment date will be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for person in whose name the Steel Stock received upon conversion. Holders of Convertible Debentures Debenture is registered at the close of business on such record date, and (other than a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders Debenture or a portion of a Convertible Debentures Debenture called for redemption on a redemption date between occurring after such Regular Record Date record date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and or prior to such Interest Payment Date. However, Convertible Debentures Distribution payment date) when so surrendered for conversion during conversion, the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall Debenture must be accompanied by payment of an amount equal to the interest Distribution payable on such Distribution payment date. Except as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debentures on such Interest Payment Date. A Holder Debenture which is converted, interest whose Maturity Date is after the date of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any conversion of such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date Debenture shall receive the interest payable by the Company on such Convertible Debentures on such datenot be payable, and the converting Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "CONVERSION DATE") by the Conversion Agent from the Holder need not include payment or from a holder of the amount Trust Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such interest Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon surrender such conversion, together with the cash payment, if any, in lieu of Convertible Debentures for conversionany fraction of any share to the Person or Persons entitled to receive the same. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Convertible Preferred Securities for a portion of the Convertible Debentures held by the Insignia Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock pursuant to this Article VII XV and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Insignia Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Insignia Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on or after a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder on the Regular Record Date will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible in the case of any Debenture which is converted, interest whose payment date is after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments) on the Debentures surrendered for being converted, which shall be deemed to be paid in full. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible Debentures, the Holder Debentureholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderDebentureholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder Holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Debentures which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of [$1 of __] principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible Debentures, on behalf of such holderDebentureholder, into Steel Common Stock pursuant to this Article VII IV and, if such Trust Preferred Securities, are held by the Holder of Preferred Securities are in definitive form, certificate form surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowIf a Conversion Request is delivered on or after the regular record date and prior to the subsequent Interest Payment Date, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest the Debentureholder shall be deemed required to be paid in full and then returned by the Holder pay to the Company as partial consideration for the Steel Stock received upon conversion. Holders interest payable to the Debentureholder on the subsequent Interest Payment Date prior to receiving the shares of Convertible Debentures at the close of business on a Regular Record Date Common Stock, and shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such subsequent Interest Payment Date) , on the corresponding Interest Payment Date portion of Debentures to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as provided in the immediately preceding sentence, Convertible the Company shall not make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid interest, whether or not in arrears, on converted Debentures; provided, however, that if notice of redemption of Debentures surrendered is mailed or otherwise given to Debentureholders, then, if any Debentureholder converts any Debentures into Common Stock on any date on or after the date on which such notice of prepayment is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Debentureholder shall be entitled to receive either (i) if the date of such conversion falls after a regular record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid interest on such Debentures (including interest thereon, if any, to the extent permitted by applicable law) to the most recent Interest Payment Date prior to the date of such conversion, which interest shall, in either such case, be paid to such converting Debentureholder unless the date of conversion of such Debentures is on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends and after the regular record date for conversion during such Interest Payment Date, in which case such interest shall be paid to the period between person who was the Debentureholder at the close of business on such regular record date. Except as otherwise set forth above in this paragraph, in the case of any Regular Record Date Debenture which is converted, interest which is payable after the date of conversion of such Debenture shall not be payable, and the opening Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, if any) on the Debentures being converted, which shall be deemed to be paid in full. If any Debenture called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Debenture shall (subject to any right of the Debentureholder) be paid to the Company upon Company Request or, if then held by the Company, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to close of business on the corresponding Interest Payment Date day on which the Conversion Request was received (except Convertible Debentures called for redemption on the "Conversion Date") by the Conversion Agent from the Debentureholder or from a redemption date during holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as a record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Debentureholder in the Conversion Request, a certificate or certificates for the number of an amount equal full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each Person or Persons.

Conversion Procedures. (a6.3.1 Borrower shall on the date hereof deliver to Collateral Agent pursuant to the Pledge Agreement a stock certificate or certificates representing 833,333 shares of Series A Preferred Stock of NextNet, said certificate(s) In order to be duly endorsed in blank or accompanied by Assignment(s) Separate from Certificate(s) duly endorsed in blank. If Lender desires to convert all the Note in accordance with the terms hereof, Lender shall surrender the Note to Collateral Agent, or, if the Note has been lost, stolen, destroyed or --------------------- mutilated, then, in the case of loss, theft or destruction, Lender shall deliver to Collateral Agent an indemnity agreement reasonably satisfactory in form and substance to Borrower, or, in the case of mutilation, Lender shall surrender to Collateral Agent and cancel the Note. If Lender elects to convert to Borrower shares, Borrower shall, subject to the provisions elsewhere set forth herein, issue and deliver or cause to be issued and delivered to Lender at its address set forth below a portion certificate or certificates for the number of the Convertible DebenturesBorrower’s common stock to which Lender shall be entitled upon such conversion (bearing such legends as are reasonably required by Borrower’s counsel). If Lender elects to convert to NextNet shares, the Holder thereof Collateral Agent shall (i) sign and deliver to NextNet’s transfer agent the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice"NextNet certificate(s) setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned with appropriate Assignment(s) Separate From Certificates(s) with instructions to issue and deliver certificates for the appropriate number of NextNet shares to Lender and the balance of the shares to be issued in a certificate to Borrower, provided however, said certificate of Borrower is to be returned and held by Collateral Agent pursuant to the Trust or in blankterms of the Pledge Agreement. So long as any Trust Convertible Preferred Securities are outstandingOn April 1, 2003, the Trust Collateral Agent shall not convert any Convertible Debentures except pursuant return to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional Borrower all shares of Steel StockCollateral except, but such accrued interest and Collateral Agent shall retain, a certificate or certificates for 250,000 shares of Series A Preferred Stock On August 31, 2003, Collateral still in the possession of Collateral Agent shall be deemed returned to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionBorrower.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Trustee, as conversion agent or to such other agent appointed for such purposes (the "Conversion Agent Agent") an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with and the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to conversion together with the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of $ principal amount at of Convertible Debentures for each $1 liquidation amount $ of Liquidation Amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned Trust Securities to the Trust or in blankConversion Agent. So long as any the Trust Convertible Preferred Securities are outstanding, the Trust Conversion Agent shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. If a Notice of Conversion is delivered on or after a Regular Record Date and prior to the subsequent Interest Payment Date (other than with respect to a Debenture which has been called for redemption on a date within such period), the Holder of record on the Regular Record Date will be entitled to receive the interest paid on the subsequent Interest Payment Date on the portion of Debentures to be converted notwithstanding the conversion thereof prior to such Interest Payment Date. Except as otherwise provided belowin the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is on or after the date of conversion of such Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash on Convertible the Debentures that are converted by a Holder into Steel Stockbeing converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full and then returned by the Holder full. Each conversion shall be deemed to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a Regular Record Date shall be holder of the Trust Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the interest payable on Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as the record holder or holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Common Stock as of the Conversion Date and such Person or Persons shall cease to be a record Holder or record Holders of the Interest Payment Date Debentures on that date. As promptly as practicable on or after the Conversion Date, the Company shall not be issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior certificate or certificates to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversionPersons.

Conversion Procedures. (ai) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of __ principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Seven and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Convertible Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders the subsequent Interest Payment Date on the portion of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not to be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, in the case of any Convertible Debenture which is converted, interest whose [Scheduled Maturity] [Maturity Date] is after the date of conversion of such Convertible Debenture shall not be payable, and the Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Convertible Debentures surrendered for being converted, which shall be deemed to be paid in full. Each conversion during the period between shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Convertible Debentures called for redemption on Preferred Securities effecting a redemption date during conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) i. In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Convertible Preferred Securities may exercise its right under the Declaration to convert such Trust Convertible Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Convertible Preferred Security for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures for each $1 liquidation amount of Trust SecuritiesConvertible Preferred Security) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII VI and, if such Trust Convertible Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.of

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstandingOutstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the next succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is on or after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Interest, Extension Period Interest and Compounded Interest) on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date and such Person or Persons will cease to be a record holder or record holders of the opening Securities on that date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of business on the corresponding Interest Payment Date (except Convertible Debentures called Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for redemption on a redemption date during such period) shall be accompanied by payment the number of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into full shares of Steel Common Stock on issuable upon such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such dateconversion, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.together with the

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, Securities (provided that such principal amount is $50 or an integral multiple thereof) the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert conversion in substantially the form appearing as part of Exhibit A-1 or A-2 hereto or, in the case of a notice of conversion delivered by a holder of Trust Securities, in substantially the form appearing in Exhibit A-1 or A-2, as the case may be, of the Declaration (each, a "Conversion NoticeNotice of Conversion") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Fleetwood Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Fleetwood Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the number of Trust Securities to be redeemed and the other information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesSecurity) and (ii) to immediately convert such Convertible DebenturesSecurities as soon as practicable, on behalf of such holder, into Steel Fleetwood Common Stock pursuant to this Article VII Thirteen and, if such Trust Securities are in definitive form, surrendering to the Conversion Agent such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beTrust Securities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder Holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and 84 delivered to the Conversion Agent by a holder Holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during Holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless other wise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible Debentures, the Holder thereof shall (i) sign and deliver Conversion of shares of the Preferred Stock may be effected by any holder thereof upon the surrender to the Corporation, at the principal office of the Corporation or at the office of the Conversion Agent an irrevocable notice as may be designated by the Board of election to convert ("Conversion Notice") setting forth Directors, of the principal amount certificate or certificates for such shares of Convertible Debentures the Preferred Stock to be converted accompanied by a complete and manually signed Notice of Conversion (which shall equal as set forth in the Principal Amount form of One Convertible Debenture or integral multiples thereof), together Preferred Stock certificate attached hereto as Exhibit A) along with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (iiA) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such appropriate endorsements or and transfer documents as requested required by the Registrar or Conversion Agent, and (iiiB) pay any transfer or similar taxif required pursuant to Section 6(c), if requiredfunds equal to the amount specified in such Section. In addition, case such Notice of Conversion shall specify a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf name or names other than that of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) notice shall be accompanied by payment of an amount equal all transfer taxes payable upon the issuance of shares of Common Stock in such name or names and (C) the written certification referred to in Section 6(a) above. Other than such taxes, the Corporation shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of the Preferred Stock pursuant hereto. The conversion of the Preferred Stock will be deemed to have been made as of the close of business on the date (the “Conversion Date”) such certificate or certificates have been surrendered and the receipt of such Notice of Conversion and payment of all required transfer taxes, if any (or the demonstration to the interest payable on satisfaction of the Corporation that such Convertible Debentures on such Interest Payment taxes have been paid). As promptly as practicable following the Conversion Date. A Holder , the Corporation shall deliver or cause to be delivered (1) certificates representing the whole number of Convertible Debentures on a Regular Record Date who validly issued, fully paid and nonassessable full shares of Common Stock to which the holder of shares of the Preferred Stock being converted (or whose such holder’s transferee) tenders any such Convertible Debentures for conversion into shall be entitled, and (2) if less than the full number of shares of Steel the Preferred Stock on such Interest Payment Date shall receive the interest payable evidenced by the Company surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the number of shares evidenced by such surrendered certificate or certificates less the number of shares of Preferred Stock being converted, along with cash payment for any fractional shares. As of the close of business on such Convertible Debentures on such datethe Conversion Date, the rights of the holder of the Preferred Stock as to the shares being converted shall cease except for the right to receive shares of Common Stock and any cash payment described in Section 6(c) below, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on Person entitled to receive the shares of Steel Common Stock issued upon conversionshall be treated for all purposes as having become the record holder of such shares of Common Stock at such time.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the 87 82 Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") together, if the Security is in certificated form with such certificated security, setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. The Conversion Agent shall, upon receipt of the Notice of Conversion, exchange such Securities for a Like Amount of Debentures and convert such Debentures into Common Stock. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash Holders may obtain copies of the required form of the Notice of Conversion from the Conversion Agent. If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the corresponding Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) Security shall not be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such datepayable, and the converting Holder need Company shall not include payment of make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the amount of such interest upon surrender of Convertible Debentures for conversionSecurities being converted, which shall be deemed to be paid in full. The Company shall will make no payment or allowance for dividends distributions on the shares of Steel Common Stock issued upon such conversion, except to the extent that such shares of 88 83 Common Stock are held of record on the record date for any such distributions. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day on which the Notice of Conversion was received (the "Conversion Date") by the Conversion Agent from the Holder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Holder in the Notice of Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive the same. The Conversion Agent shall deliver such certificate or certificates to such Person or Persons.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder Holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust SecuritiesPreferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderHolder, into Steel Common Stock of the Company pursuant to this Article VII XIII and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion duly executed and delivered to the Conversion Agent by a holder Holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not on the portion of Securities to be entitled converted notwithstanding the conversion thereof prior to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and (other than any Security whose Maturity is prior to such Interest Payment Date). HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during of such Security shall not be payable, and the period between Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest on the Securities being converted, which shall be deemed to be paid in full. Each conversion shall be deemed to have been effected immediately prior to the close of business on any Regular Record Date and the opening day on which the Notice of business on Conversion was received (the corresponding Interest Payment Date (except Convertible Debentures called for redemption on "Conversion Date") by the Conversion Agent from the Holder or from a redemption date during Holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Declaration, as the case may be. The Person or Persons entitled to receive the Common Stock issuable upon such period) conversion shall be accompanied treated for all purposes as the record holder or holders of such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Company shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by payment the Holder in the Notice of an amount equal Conversion, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion, together with the cash payment, if any, in lieu of any fraction of any share to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to such Person or Persons.

Conversion Procedures. (a) In order to To convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder Securityholder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") Request setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the HolderSecurityholder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible Debenturesin certificate form, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Corporation or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration Trust Agreement to convert exchange such Trust Preferred Securities for Securities which shall be converted into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Conversion Request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of 50 principal amount of Convertible Debentures Securities for each $1 liquidation amount of Trust Securities) Preferred Security), and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holderSecurityholder, into Steel Common Stock pursuant to this Article VII XVII and, if such Trust Preferred Securities are in definitive certificate form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Corporation or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities into shares of Common Stock except pursuant to a conversion request Conversion Request delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided belowdescribed in this paragraph, no distribution will be payable on Securities surrendered for conversion with respect to any Interest Payment Date subsequent to the date of conversion and neither the Trust nor the Corporation shall make, or be required to make, any payment, allowance or adjustment for accumulated and unpaid Interest, whether or not in arrears, on Securities surrendered for conversion. If any Securities are surrendered for conversion between the period from 5:00 p.m., New York, New York time, on any record date through and including the related Interest Payment Date, the Securities surrendered for conversion must be accompanied by payment from the Securityholder in next day funds of an amount equal to the Interest payment which the registered holder on such record date is to receive, and such Securityholder shall be entitled to receive the Interest payable on the subsequent Interest Payment Date on the portion of Securities to be converted, notwithstanding the conversion thereof prior to such Interest Payment Date. The previous sentence shall not apply in the case of Securities called for redemption on a Redemption Date between a record date and a related Interest Payment Date and in the case of any Securities surrendered for conversion after such Securities have been called for redemption during an Extended Interest Payment Period as described in the next sentence. If notice of redemption of Securities is mailed or otherwise given to Securityholders, then, if any Securityholder converts any Securities into Common Stock on any date on or after the date on which such notice of redemption is mailed or otherwise given, and if such date of conversion falls on any day from and including the first day of an Extended Interest Payment Period and on or prior to the Interest Payment Date upon which such Extended Interest Payment Period ends, such converting Securityholder shall be entitled to receive either (i) if the date of such conversion falls after a record date and on or prior to the next succeeding Interest Payment Date, all accrued and unpaid Interest on such Securities to such Interest Payment Date, or (ii) if the date of such conversion does not fall on a date described in clause (i) above, all accrued and unpaid Interest on such Securities to the most recent Interest Payment Date prior to the date of such conversion (even though no Interest was paid on such date), which Interest shall, in either such case, be paid to such converting Securityholder unless another Securityholder was the record owner of such Securities as of 5:00 p.m., New York, New York time on the record date for which such Interest payment is made, in which case such Interest payment shall be paid to such other Securityholder. Except as otherwise set forth above in this paragraph, in the case of any Security which is converted, Interest which is payable after the date of conversion of such Security shall not be payable, and the Corporation shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest shall not be paid in cash Interest on Convertible Debentures that are converted by a Holder into Steel Stockthe Securities being converted, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest which shall be deemed to be paid in full full. If any Security called for redemption is converted, any money deposited with the Trustee or with any paying agent or so segregated and held in trust for the redemption of such Security shall (subject to any right of the Securityholder) be paid to the Corporation upon Corporation Request or, if then returned held by the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date Corporation, shall be discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m., New York, New York time, on the Business Day on which the Conversion Request and any other required deliveries were received (the "Conversion Date") by the Conversion Agent from the Securityholder or from a holder of the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the Trust Agreement, as the case may be. The person or persons entitled to receive the interest payable on Common Stock issuable upon such Convertible Debentures (except that conversion shall be treated for all purposes as a record holder or holders of Convertible Debentures called such Common Stock as of the Conversion Date. As promptly as practicable on or after the Conversion Date, the Corporation shall issue and deliver at the office of the Conversion Agent, unless otherwise directed by the Securityholder in the Conversion Request, a certificate or certificates for redemption on a redemption date between the number of full shares of Common Stock issuable upon such Regular Record Date and conversion, together with the Interest Payment Date shall not be cash payment, if any, in lieu of any fraction of any share to the Person or Persons entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and prior to such Interest Payment Date. However, Convertible Debentures surrendered for conversion during the period between the close of business on any Regular Record Date and the opening of business on the corresponding Interest Payment Date (except Convertible Debentures called for redemption on a redemption date during such period) shall be accompanied by payment of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment Date. A Holder of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount of such interest upon surrender of Convertible Debentures for conversionsame. The Company Conversion Agent shall make no payment deliver such certificate or allowance for dividends on the shares of Steel Stock issued upon conversioncertificates to each person or persons.

Conversion Procedures. (a) In order to To convert all or --------------------- Securities, a portion Holder must satisfy the requirements in paragraph 8 of the Convertible Debentures, Securities. The date on which the Holder thereof shall (i) sign satisfies all those requirements is the “Conversion Date”. On conversion of Securities, any accrued and deliver unpaid interest with respect to the Conversion Agent an irrevocable notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof), together with the name or names, if other than the Holder, in which the shares of Steel Stock should be issued upon conversion, (ii) if such Convertible Debentures are definitive Convertible Debentures, surrender to the Conversion Agent the Convertible Debentures to be converted, with such endorsements or transfer documents as requested by the Conversion Agent, and (iii) pay any transfer or similar tax, if required. In addition, a holder of Trust Securities may exercise its right under the Declaration to convert such Trust Securities into Steel Stock by delivering to the Conversion Agent an irrevocable conversion request setting forth the information called for by the preceding sentence and directing the Conversion Agent (i) to exchange such Trust Securities for a portion of the Convertible Debentures held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 liquidation amount of Trust Securities) and (ii) to immediately convert such Convertible Debentures, on behalf of such holder, into Steel Stock pursuant to this Article VII and, if such Trust Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may be, duly endorsed or assigned to the Trust or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures except pursuant to a conversion request delivered to the Conversion Agent by a holder of Trust Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash on Convertible Debentures that are converted by a Holder into Steel Stockcanceled, nor shall such accrued interest be converted into additional shares of Steel Stockextinguished or forfeited, but such accrued interest rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and then returned the Common Stock (together with the cash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Holder Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Company Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as partial consideration issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the Steel Stock received upon conversionprincipal amount of the Securities being converted pursuant to the provisions hereof. Holders of Convertible Debentures at Notwithstanding the close of business on foregoing, a Regular Record Date Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security (w) if the interest payable on Company calls such Convertible Debentures (except that holders of Convertible Debentures called Security for redemption on a redemption date between and such Regular Record Date and the Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and Holder converts its Security prior to such Interest Payment the Redemption Date. However, Convertible Debentures surrendered for conversion (x) if the Company establishes a Fundamental Change Purchase Date during the period between from the close of business on any Regular Record Date and to the opening of business on the corresponding Interest Payment interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date or (except Convertible Debentures called for redemption on z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a redemption date during such period) Security If a Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion, if any, shall be accompanied by payment based on the total principal amount of an amount equal to the interest payable on such Convertible Debentures on such Interest Payment DateSecurities converted. A Holder Upon surrender of Convertible Debentures on a Regular Record Date who (or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall receive the interest payable by Security that is converted in part, the Company on such Convertible Debentures on such dateshall execute, and the converting Holder need not include payment Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the amount of such interest upon surrender of Convertible Debentures for conversionSecurity surrendered. The Company shall make no payment or allowance for dividends If the last day on which Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the shares of Steel Stock issued upon conversionnext succeeding day that it is not a legal holiday.

Conversion Procedures. (a) In order to convert all or --------------------- a portion of the Convertible DebenturesSecurities, the Holder thereof shall (i) sign and deliver to the Conversion Agent an irrevocable notice Notice of election to convert ("Conversion Notice") setting forth the principal amount of Convertible Debentures Securities to be converted (which shall equal the Principal Amount of One Convertible Debenture or integral multiples thereof)converted, together with the name or names, if other than the Holder, in which the shares of Steel Common Stock should be issued upon conversionconversion and, (ii) if such Convertible Debentures Securities are definitive Convertible DebenturesSecurities, surrender to the Conversion Agent the Convertible Debentures Securities to be converted, with such endorsements duly endorsed or transfer documents as requested by assigned to the Conversion Agent, and (iii) pay any transfer Company or similar tax, if requiredin blank. In addition, a holder of Trust Preferred Securities may exercise its right under the Declaration to convert such Trust Preferred Securities into Steel Common Stock by delivering to the Conversion Agent an irrevocable conversion request Notice of Conversion setting forth the information called for by the preceding sentence and directing direct- 85 ing the Conversion Agent (i) to exchange such Trust Securities Preferred Security for a portion of the Convertible Debentures Securities held by the Trust (at an exchange rate of $1 of principal amount of Convertible Debentures for each $1 50 liquidation amount of Trust SecuritiesSecurities for each Preferred Security) and (ii) to immediately convert such Convertible DebenturesSecurities, on behalf of such holder, into Steel Common Stock of the Company pursuant to this Article VII Thirteen and, if such Trust Preferred Securities are in definitive form, surrendering such Convertible Preferred Security Certificates or Common Security Certificates, as the case may beSecurities, duly endorsed or assigned to the Trust Company or in blank. So long as any Trust Convertible Preferred Securities are outstanding, the Trust shall not convert any Convertible Debentures Securities except pursuant to a conversion request Notice of Conversion delivered to the Conversion Agent by a holder of Trust Preferred Securities. Except as provided below, accrued but unpaid interest shall not be paid in cash If a Notice of Conversion is delivered on Convertible Debentures that are converted by a Holder into Steel Stock, nor shall such accrued interest be converted into additional shares of Steel Stock, but such accrued interest shall be deemed to be paid in full and then returned by or after the Holder to the Company as partial consideration for the Steel Stock received upon conversion. Holders of Convertible Debentures at the close of business on a Regular Record Date shall and prior to the subsequent Interest Payment Date, the Holder will be entitled to receive the interest payable on such Convertible Debentures (except that holders of Convertible Debentures called for redemption on a redemption date between such Regular Record Date and the subsequent Interest Payment Date shall not be entitled to receive such interest on such Interest Payment Date) on the corresponding Interest Payment Date portion of Securities to be converted notwithstanding the conversion of such Convertible Debentures following such Regular Record Date and thereof prior to such Interest Payment Date. HoweverExcept as otherwise provided in the immediately preceding sentence, Convertible Debentures surrendered for in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion during the period between the close of business on any Regular Record Date such Security shall not be payable, and the opening of business Company shall not make nor be required to make any other payment, adjustment or allowance with respect to accrued but unpaid interest (including Additional Payments, if any) on the corresponding Interest Payment Date (except Convertible Debentures Securities being converted, which shall be deemed to be paid in full. If any Security called for redemption on a is converted, any money deposited with the Trustee or with any Paying Agent or so segregated and held in trust for the redemption date during of such periodSecurity shall (subject to any right of the Holder of such Security or any Predecessor Security to receive interest as provided in the last paragraph of Section 307 and this paragraph) be paid to the Company upon Company Request or, if then held by the Company, shall be accompanied discharged from such trust. Each conversion shall be deemed to have been effected immediately prior to 5:00 p.m. (New York City time) on the day on which the Notice of Conversion was received (the "Conversion Date") by payment the Conversion Agent from the Holder or from a holder of an amount equal the Preferred Securities effecting a conversion thereof pursuant to its conversion rights under the interest payable on such Convertible Debentures on such Interest Payment DateDeclaration, as the case may be. A Holder of Convertible Debentures on a Regular Record Date who (The Person or whose transferee) tenders any such Convertible Debentures for conversion into shares of Steel Stock on such Interest Payment Date shall Persons entitled to receive the interest payable by Common Stock issuable upon such conversion shall be treated for all purposes as the Company on such Convertible Debentures on such date, and the converting Holder need not include payment of the amount record holder or holders of such interest upon surrender Common Stock as of Convertible Debentures for conversion. The Company shall make no payment or allowance for dividends on the shares of Steel Stock issued upon conversion.the