Common use of Designation and Number of Shares Clause in Contracts

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative Preferred Stock" (the "Class One Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18, 2001, between the Corporation and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B of the Massachusetts General Laws, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 thereof, providing for the total number of shares of Class One Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One “Series A Participating Cumulative Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Participating Cumulative Preferred Stock shall be 1,000,0002,000,000; provided, however, that, if more than a total of 1,000,000 2,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Section 382 Rights Agreement dated as of May 18April 6, 20012016, between among the Corporation and Registrar and Transfer Company, as Rights Agent Computershare Inc. (“Computershare”) and Computershare Trust Company N.A., a federally chartered trust company (together with Computershare, the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such --------------------------------- series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0002,000,000; provided, however, -------- ------- that, if more than a total of 1,000,000 2,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18August 21, 20011998, between the Corporation Company and Registrar and Transfer CompanyChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000200,000; provided, however, that, if more than a total of 1,000,000 200,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18February 19, 20011997, between the Corporation and Registrar and Transfer CompanyThe First National Bank of Boston, a national banking association, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles 39 Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series A Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 184, 20012009, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,00035,000; provided, however, that, if more than a total of 1,000,000 35,000 shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18July 24, 20011998, between the Corporation and Registrar and Transfer CompanyChasemellon Shareholder Services, L.L.C., as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 302A.401 of the Massachusetts General LawsArticles, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 302A.011 Subd. 11 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased or decreased (to the extent that the Articles of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the that Rights Agreement dated as of May 18, 2001, between the Corporation and Registrar and Transfer CompanyThe Bank of New York, a New York banking corporation, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 78 of the Massachusetts General LawsNevada Revised Statues, as amended, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, acknowledged and filed and recorded, in accordance with the provisions of said Section 26 thereofChapter 78 of the Nevada Revised Statutes, as amended, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Restated Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights. SECTION 2.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000600,000; provided, however, that, if more than a total of 1,000,000 600,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18January 9, 2001, between the Corporation and Registrar and Transfer Company2004, as Rights Agent it may be amended from time to time (the "Rights Agreement"), between the Company and EquiServe Trust Company, N.A., as rights agent, the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such this series of Preferred Stock shall be designated as Series A participating cumulative preferred stock, $.10 par value per share ("Class One Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000400,000; provided, however, that, if more than a total of 1,000,000 400,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18March 11, 20011998, between the Corporation and Registrar American Stock Transfer and Transfer Trust Company, a limited power banking trust company licensed by the New York State Banking Authority, as Rights Agent (the "Rights Agreement"), the Board board of Directors of the Corporationdirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,00050,000; provided, however, that, that if more than a total of 1,000,000 50,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Pittston Brink's Group Rights (the "Rights") issued pursuant to the Amended and Restated Rights Agreement dated as of May 18January 19, 20011996, between the Corporation and Registrar and Transfer CompanyChemical Mellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 13.1-639 of the Massachusetts General LawsVirginia Stock Corporation Act, shall direct by resolution or resolutions that a certificate articles of amendment to these Articles of Incorporation be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 13.1-604 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000600,000; provided, however, that, if more than a total of 1,000,000 600,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18November 14, 20011997, between the Corporation and Registrar American Stock Transfer and Transfer Trust Company, a limited power banking trust company licensed by the New York State Banking Authority, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18February 5, 20011999, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company, as Rights Agent (as such agreement may be amended from time to time, the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Restated Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000400,000; provided, however, that, if more than a total of 1,000,000 400,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18the Close of Business on June 10, 20011998, between the Corporation Company and Registrar and Transfer CompanyFirst Chicago Trust Company of New York, a New York trust company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series D Participating Cumulative Preferred Stock" (the "Class One Series D Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series D Preferred Stock shall be 1,000,00050,000; provided, however, that, that if more than a total of 1,000,000 50,000 shares of Class One Series D Preferred Stock shall be issuable upon the exercise of Pittston Burlington Group Rights (the "Rights") issued pursuant to the Amended and Restated Rights Agreement dated as of May 18January 19, 20011996, between the Corporation and Registrar and Transfer CompanyChemical Mellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 13.1-639 of the Massachusetts General LawsVirginia Stock Corporation Act, shall direct by resolution or resolutions that a certificate articles of amendment to these Articles of Incorporation be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 13.1-604 thereof, providing for the total number of shares of Class One Series D Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series B Junior Participating Cumulative Preferred Stock" (the "Class One Series B Preferred Stock"), par value $.01 .10 per share. The number of shares initially constituting the Class One Series B Preferred Stock shall be 1,000,000200,000; providedPROVIDED, howeverHOWEVER, that, if more than a total of 1,000,000 200,000 shares of Class One Series B Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18October 12, 20011999, between the Corporation and Registrar and Transfer CompanyBankBoston, N.A., as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series B Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series A Serial Preferred Stock" ” (the "Class One “Series A Serial Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Serial Preferred Stock shall be 1,000,000250,000; provided, however, that, if more than a total of 1,000,000 250,000 shares of Class One Series A Serial Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18April 16, 20012010, between Xxxxx’x General Stores, Inc. (the Corporation “Company”) and Registrar and Transfer Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationCompany (the “Board”), pursuant to Section 26 of Chapter 156B 490.602 of the Massachusetts General LawsIowa Business Corporation Act, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 490.120 thereof, providing for the total number of shares of Class One Series A Serial Preferred Stock authorized to be issued to be increased (to the extent that the Restatement of the Restated and Amended Articles of Organization Incorporation of the Company (the “Articles of Incorporation”) then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such -------------------------------- series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 1 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000250,000; provided, however, that, if more -------- ------- than a total of 1,000,000 250,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18February 1, 20012000, between the Corporation and Registrar and Transfer CompanyThe Bank of New York, as Rights Agent (the "Rights Agreement"), or pursuant to any successor rights agreement (including any successor rights agreement with a different rights agent), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 13.1-639 of the Massachusetts General LawsVirginia Stock Corporation Act, shall direct by resolution or resolutions that a certificate articles of amendment of the Articles of Incorporation of the Corporation be properly executed, acknowledged, executed and filed and recorded, in accordance with the provisions State Corporation Commission of said Section 26 thereof, Virginia providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 0.10 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000_____________________________; provided, however, that, if more than a total of 1,000,000 ___________________________ shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18____________________________, 2001199____, between the Corporation and Registrar and Transfer Company___________________________________, a ___________________ corporation, as Rights Agent (the "Rights the"Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 17-6401(g) of the Massachusetts General LawsCorporation Code of the State of Kansas, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 17-6003 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series H Preferred Stock" ” (the "Class One “Series H Preferred Stock"”), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series H Preferred Stock shall be 1,000,00060,000; provided, however, that, if more than a total of 1,000,000 60,000 shares of Class One Series H Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Stockholders Rights Agreement dated as of May 18October 21, 20012002, between the Corporation Company and Registrar and Transfer Computershare Trust Company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151 (g) of the Massachusetts General LawsCompany Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series H Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the that Rights Agreement dated as of May 18, 2001, between the Corporation and Registrar and Transfer CompanyThe Bank of New York, a New York banking corporation, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, recorded in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Restated Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Series A Par- ticipating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000[ ]; providedPROVIDED, howeverHOWEVER, that, if more than a total of 1,000,000 [Same number as previous bracket] shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18[ ] , 2001, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent Agent, as such may be amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0008,000; provided, however, that, if more than a total of 1,000,000 8,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "RightsRight") issued pursuant to the Rights Agreement dated as of May 18April 24, 20011997, between the Corporation and Registrar and Transfer CompanyThe First National Bank of Boston, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151 (g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One “Series A Participating Cumulative Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 1.00 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000250,000; provided, however, that, if more than a total of 1,000,000 250,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 1819, 20011995, between the Corporation and Registrar and Transfer CompanyChemical Bank, a New York banking corporation, as Rights Agent (the "the” Rights Agreement"”), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative Series F Preferred Stock" (the "Class One Series F Preferred Stock"), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series F Preferred Stock shall be 1,000,000400,000; provided, however, that, if more than a total of 1,000,000 400,000 shares of Class One Series F Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Stockholders Rights Agreement dated as of May 18________________, 20011995, between the Corporation and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series F Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18December 8, 20012000, between the Corporation and Registrar and Transfer CompanyFleet Bank, N.A., formerly known as BankBoston N.A., a transfer agent, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series --------------------------------- shall be designated as "Class One Participating Cumulative Series I Preferred Stock" (the "Class One Series I Preferred ------------------ Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series I Preferred ----- Stock shall be 1,000,00020,000; provided, however, that, if more than a total of 1,000,000 20,000 -------- ------- shares of Class One Series I Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18December 2, 2001------ 2010, between the Corporation Company and Registrar and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agreement"), the Board of Directors of the CorporationBoard, pursuant to Section 26 151(g) of Chapter 156B ---------------- the General Corporation Law of the Massachusetts General LawsState of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series I Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,000[20,100]; provided, however, that, if more than a total of 1,000,000 [20,100] shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18October 1, 20011998, between the Corporation and Registrar Continental Stock Transfer and Transfer Trust Company, as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000[ ]; providedPROVIDED, howeverHOWEVER, that, if more than a total of 1,000,000 [Same number as previous bracket] shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18[ ], 2001, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent Agent, as such may be amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Preferred StockSERIES A PREFERRED STOCK"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0002 million; providedPROVIDED, howeverHOWEVER, that, if more than a total of 1,000,000 2 million shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "RightsRIGHTS") issued pursuant to the Rights Agreement dated as of May 18July 30, 2001, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent , as such may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000600,000; provided, however, that, if more than a total of 1,000,000 600,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18/--/, 2001, between the Corporation and Registrar and Transfer Company2003, as Rights Agent it may be amended from time to time (the "Rights Agreement"), between the Company and EquiServe Trust Company, N.A., as rights agent, the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One 'Series D Participating Cumulative Preferred Stock" ' (the "Class One 'Series D Preferred Stock"'), par value $.01 per share. The number of shares initially constituting the Class One Series D Preferred Stock shall be 1,000,00050,000; provided, however, that, that if more than a total of 1,000,000 50,000 shares of Class One Series D Preferred Stock shall be issuable upon the exercise of Pittston Burlington Group Rights (the "Rights") issued pursuant to the Amended and Restated Rights Agreement dated as of May 18December [xx], 20011995, between the Corporation and Registrar and Transfer CompanyChemical Bank, as Rights Agent (the "'Rights Agreement"'), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 13.1-639 of the Massachusetts General LawsVirginia Stock Corporation Act, shall direct by resolution or resolutions that a certificate articles of amendment to these Articles of Incorporation be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 13.1-604 thereof, providing for the total number of shares of Class One Series D Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights. 2.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,00018,000; provided, however, that, if more than a total of 1,000,000 18,000 shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18January 26, 20012000, between the Corporation and Registrar Continental Stock Transfer and Transfer Trust Company, as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One 'Series A Participating Cumulative Preferred Stock" ' (the "Class One 'Series A Preferred Stock"'), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,00050,000; provided, however, that, that if more than a total of 1,000,000 50,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Pittston Brink's Group Rights (the "Rights") issued pursuant to the Amended and Restated Rights Agreement dated as of May 18December [xx], 20011995, between the Corporation and Registrar and Transfer CompanyChemical Bank, as Rights Agent (the "'Rights Agreement"'), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 13.1-639 of the Massachusetts General LawsVirginia Stock Corporation Act, shall direct by resolution or resolutions that a certificate articles of amendment to these Articles of Incorporation be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 13.1-604 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights. 2.