Common use of Dividends Clause in Contracts

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on Senior Stock with respect to priority of dividend payments, holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available thereforfor the payment of dividends, preferential cumulative cash dividends. Record holders From the date of original issue of the Series B A Preferred Stock (or the date of issue of any Series A Preferred Stock issued after such original issue date) the Corporation shall pay cumulative cash dividends on a the Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B A Preferred Stock at the rate of six percent 7.00% per annum of the $25.00 liquidation preference per share (6%equivalent to a fixed annual amount of $1.75 per share) per annum, resulting in (the holder of each share of “Rate”). Dividends on the Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect to each share shall accrue and be cumulative from (and including) the date of original issue or the end of the most recent Dividend Period (as defined below) for which dividends on the Series B A Preferred Stock. Each such dividend Stock have been paid and shall be payable quarterly in arrears on or about January 5, April 5, July 5 and October 5 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year or, if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 151, 2001. Such dividends April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period and the Dividend Period during which any shares of Series A Preferred Stock shall be cumulative and shall accrue on each share of Series B Preferred Stock from redeemed or otherwise acquired by the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beCorporation). Dividends Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record of the Series A Preferred Stock as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days the 25th day of the month preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date, i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”), as . (b) No dividends on shares of Series A Preferred Stock shall be fixed authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of Directors any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing Section 3(b), dividends on the Series A Preferred Stock will accrue whether or not the Corporation has earnings, whether there are funds legally available for the payment of such dividends and whether or not such dividends are authorized by the Board or declared by the Corporation. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears. When dividends are not paid in full (or a "sum sufficient for such full payment is not so set apart) upon the Series B Dividend Record Date"). A Preferred Stock and the shares of any class or series of Parity Preferred Stock, all dividends declared upon the Series A Preferred Stock and any class or series of Parity Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series A Preferred Stock and such class or series of Parity Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Parity Preferred Stock does not have a cumulative dividend) bear to each other. (d) Except as provided in the case of immediately preceding paragraph, unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are declared and paid in cash or declared and a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through sum sufficient for the date of such event)payment thereof is set apart for payment for all past Dividend Periods that have ended, no dividends (other than a dividend in shares of Junior Stock or in options, warrants or rights to subscribe for or purchase any such shares of Junior Stock) shall be payable declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon the Junior Stock or the Parity Preferred Stock, nor shall any shares of Junior Stock or Parity Preferred Stock be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of Junior Stock or Parity Preferred Stock) by the Corporation (except (i) by conversion into or exchange for Junior Stock, (ii) the purchase of shares of Series A Preferred Stock, Junior Stock or Parity Preferred Stock pursuant to the Charter to the extent necessary to preserve the Corporation’s qualification as a REIT or (iii) the purchase of shares of Parity Preferred Stock pursuant to a purchase or exchange offer made on the Series B Preferred Stock for any partial dividend period. b. Subject same terms to any rights holders of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B A Preferred Stock). Holders of shares of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in an amount equal to cash, property or stock, in excess of full cumulative dividends on the amount paid Series A Preferred Stock as provided above. Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to a share of Common Stock as though the holders of such shares which remains payable. Accrued but unpaid dividends on the Series B A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible will accrue as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionDividend Payment Date on which they first become payable. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders (a) Each Holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B C Preferred Stock shall be entitled to receive dividends, such dividends as and when may be declared from time to time by the Board of Directors Directors, out of funds legally available therefor. Record holders All dividends declared with respect to shares of Series B C Preferred Stock on a pursuant to this paragraph C(3)(a) shall be paid pro rata to the Holders entitled thereto. (b) The Holders of Series B Dividend Record Date C Preferred Stock shall be entitled to one dividend-in-kind payable each year receive the dividends provided for in additional paragraph C(3)(a) hereof in preference to and in priority over any dividends upon any of the Series C Junior Securities, so that if at any time full Accumulated Dividends on shares of Series B C Preferred Stock at then outstanding have been declared but not paid or set aside for payment, the rate amount of six percent (6%) per annumsuch unpaid dividends shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, resulting in the holder redemption or other acquisition for value of each share of Series B Preferred receiving a dividend of 0.06 additional any shares of Series B Preferred Stock with respect C Junior Securities (either pursuant to each share of Series B Preferred Stock. Each such any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be payable paid or declared and set apart for payment on or about each January 15 any Series C Junior Securities (a the date of any such actions to be referred to as the "Series B Dividend-in-Kind C Junior Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance); provided, however, that dividends the foregoing shall cease to accrue on a share not (i) prohibit the Corporation from repurchasing shares of Series B C Junior Securities from a Holder who is, or was, a director or employee of the Corporation (or an affiliate of the Corporation) and (ii) prohibit the Corporation from making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series C Junior Securities payable in Series C Junior Securities and cash in lieu of fractional shares of such Series C Junior Securities. (c) The Corporation shall not claim any deduction from gross income for dividends paid on Series C Preferred Stock following in any Federal Income tax return, claim for refund, or other statement, report or submission made to the Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such share's redemption or conversionthat the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(l) of the Internal Revenue Code of 1986, as amended (the case may be"Code") (or any successor provision). Dividends At the reasonable request of any Holder (and at the expense of such Holder), the Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on the Series B C Preferred Stock shall be payable to holders of record as they appear on eligible for the stock register dividends received deduction under Section 243(a)(l) of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Code (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"or any successor provision). Except In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the case of a redemption eligibility for the dividends received deduction under Section 4 243(a)(1) of the Code (or mandatory conversion under any successor provision) of any dividends (within the meaning of Section 6(c)316(a) of the Code or any successor provision) paid on Series C Preferred Stock. To the extent possible, below (in which case dividends the principles of this paragraph C(3)(c) shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made also apply with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionstate and local income taxes. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders of record on the Series B Dividend Record Date (a) So long as defined below) any shares of the outstanding Series B Preferred Stock shall remain outstanding, if the Company declares any dividend or distribution of cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other than shares of Common Stock to be entitled paid from time to receive dividends, as and when declared by the Board of Directors time out of funds any assets legally available therefor. Record holders for such payment (to the extent dividends or distributions consist of Series B Preferred shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), then the Company shall simultaneously declare a dividend or distribution on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder amount of each share of Series B Preferred receiving a dividend of 0.06 additional dividends or distributions that would be made with respect to shares of Series B Preferred Stock with if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect to each share of the Series B Preferred Stock. . (a) Each such dividend or distribution shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, to holders of the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from as they appear in the records of the Company at the close of business on the same record date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. record date for the payment of the corresponding dividend or distribution to the holders of shares of Common Stock. (b) Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear are non-cumulative. If the Company does not declare a dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 Common Stock or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for in respect of any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled have no right to receive any dividend for such dividend period, and the Company shall have no obligation to pay a proportionate share of dividend for such dividend period, whether or not dividends are declared and paid for any such distribution as though the holders of future dividend period with respect to the Series B Preferred Stock were or the holders Common Stock or any other series of the number of shares of Common Stock Company’s preferred stock. (c) If the Conversion Date (as defined below) with respect to any of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of occurs prior to the record date fixed for the determination payment of any dividend or distribution on the Common Stock, the holder of such shares of Series B Preferred Stock to be converted shall not have the right to receive any corresponding dividends or distributions on the Series B Preferred Stock (but for the avoidance of doubt the holder thereof shall receive that dividend or distribution payable to holders of Common Stock on the relevant payment date if such holder is the holder of record of shares of Common Stock on the Corporation entitled record date for that dividend or distribution). If the Conversion Date with respect to the shares of Series B Preferred Stock occurs after the record date for any declared dividend or distribution and prior to the payment date for that dividend or distribution, the holder thereof shall receive that dividend or distribution on the relevant payment date if such holder of Common Stock was the holder of record of shares of Series B Preferred Stock on the record date for that dividend or distribution.

Dividends. a. The holders (1) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board on each share of Directors Series A Preferred Stock, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumdividends under Delaware law, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 6% (as such may be adjusted pursuant to this Section 2(1), the “Dividend Rate”) on (i) the Liquidation Preference per share and (ii) to the extent unpaid on the Dividend Payment Date (as defined below), the amount of any accrued and unpaid dividends, if any, on such share of Series B A Preferred Stock; provided that if, on any Dividend Payment Date, the Corporation shall not have paid in cash the full amount of any dividend required to be paid on such share (such amount being “Unpaid Dividends”) on such Dividend Payment Date pursuant to this Section 2(1), then from such Dividend Payment Date, the Dividend Rate shall automatically be at a per annum rate of 8% for such share until the date on which all Unpaid Dividends have been declared and paid in full in cash. Each such dividend Dividends shall begin to accrue and be cumulative from the Issue Date (whether or not declared), shall compound on each Dividend Payment Date, and shall be payable in arrears (as provided below in this Section 2(1)), but only when, as and if declared by the Board (or a duly authorized committee of the Board) on or about each January 15 March 1, June 1, September 1 and December 1, and each Mandatory Conversion Date, Redemption Date and Liquidation Date (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or ”); provided that if any such date Dividend Payment Date would otherwise occur on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall instead be paid (and any dividend payable on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock from on such Dividend Payment Date shall instead be payable on) the date immediately succeeding Business Day with no additional dividends payable as a result of such share's issuance; provided, however, payment being made on such succeeding Business Day. Dividends that dividends shall cease to accrue are payable on a share of Series B A Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall any Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be the fifteenth (15th) calendar day before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board (or a duly authorized committee of Directors the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Issue Date) and shall end on and include the next Dividend Payment Date. Dividends payable in the case respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. (2) The Corporation (including its subsidiaries) shall not declare, pay or set apart funds for any dividends or other distributions with respect to any Junior Stock of the Corporation or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption under Section 4 or mandatory conversion under Section 6(c)other acquisition of, below (in which case any Junior Stock, or make any guarantee payment with respect thereto, unless all accrued but unpaid dividends shall accrue on the Series A Preferred Stock for all Dividend Periods through and be paid through including the date of such eventdeclaration, payment, repurchase, redemption or acquisition (including, if applicable as provided in Section 2(1) above, dividends on such amount) have been declared and paid in full in cash (or declared and a sum sufficient for the payment thereof set apart for such payment). Without limitation of the foregoing, no dividends shall be payable on the Series B Preferred Stock for any partial such dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions on the Junior Stock shall be subject to Section 2(3). (3) In the event that any dividend is declared and paid on, or any distribution is made with respect to to, any Junior Stock (including, without limitation, in connection with a recapitalization of the Corporation), the Series A Preferred Stock shall share proportionately with such Junior Stock in any such dividend or distribution, (a) if such Junior Stock is Common Stock unless at the same time a dividend or distribution is paid convertible into Common Stock, in accordance with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock issuable upon conversion of the Corporation into which their respective shares of Series B A Preferred Stock are convertible calculated as of the record date fixed for such dividend or distribution, or (b) if such Junior Stock is not Common Stock or convertible into Common Stock, in such manner and at such time as the determination Board may determine in good faith to be equitable in the circumstances. (4) Any reference to “dividends” or “distributions” in this Section 2 shall not be deemed to include any distribution made in connection with any voluntary of involuntary dissolution, liquidation or winding up of the holders of Common Stock of the Corporation entitled to receive such distributionCorporation. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders holder of record on the Series each share of Class B Dividend Record Date (as defined below) of the outstanding Series B Redeemable Preferred Stock shall be entitled to receive dividendson the 15th day of April, July, October and January, or the next business day if such 15th business day is not a business day (each such date being referred to herein as a "Dividend Payment Date"), out of funds legally available for such purpose, and when as declared by the Board of Directors, cumulative quarterly cash dividends in a per share amount equal to $.291667 for each day during which such share was outstanding during the calendar quarter immediately preceding the Dividend Payment Date. In case the Corporation shall (i) pay a dividend on the Class B Redeemable Preferred Stock in shares of Class B Redeemable Preferred Stock, (ii) subdivide the outstanding shares of Class B Redeemable Preferred Stock, or (ii) combine the outstanding shares of Class B Redeemable Preferred Stock into a smaller number of shares, the per share dividend rate in effect immediately prior thereto shall be proportionately adjusted so that the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately after such event shall equal the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately prior thereto. An adjustment made pursuant to this section shall become effective (x) upon the effective date in the case of a subdivision or combination or (y) upon the record date in the case of a dividend of shares. Quarterly dividends shall be paid on the basis of 90 days in each full quarter regardless of the number of actual days in each quarter, but dividends for less than a full quarter shall be based on the actual number of days during which each share is outstanding. Each dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on to the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share holders of Series shares of the Class B Redeemable Preferred Stock from the date of as such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they holders' names appear on the stock register books on the related record date. Such record date shall be the last day of the Corporation on such record date, not less than 15 nor more than 60 days calendar quarter immediately preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall . Dividends in arrears with respect to any past Dividend Payment Date with respect to shares of Class B Redeemable Preferred Stock may be declared by the Board of Directors and paid on the outstanding shares of the Class B Redeemable Preferred Stock on any date fixed by the Board of Directors (Directors, whether or not a "Series regular Dividend Payment Date, to the holder of the shares of the Class B Dividend Record Date"). Except in Redeemable Preferred Stock on the case related record date fixed by the Board of a redemption under Section 4 or mandatory conversion under Section 6(c)Directors, below (in which case dividends shall accrue and not be paid through less than 10 nor more than 45 days before the date fixed for the payment of such event), no dividends shall be payable dividend. Any dividend payment made on shares of the Series Class B Redeemable Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no shall first be credited against the dividends or other distributions shall be made accrued with respect to the Common Stock unless at earliest Dividend Payment Date for which dividends have not been paid. If full cumulative dividends have not been paid or declared and set aside for payment on the same time a dividend or distribution is paid with respect to all outstanding shares of Series the Class B Redeemable Preferred Stock, all cumulative dividends on the shares of the Class B Redeemable Preferred Stock in an amount equal shall be declared and paid pro rata to the amount paid with respect to a share of Common Stock as though the holders of the Series outstanding shares of the Class B Redeemable Preferred Stock were entitled thereto, so that in all cases the holders amount of dividends declared per share on the shares of the number Class B Redeemable Preferred Stock bear to each other the same ratio that accumulated dividends per share on all shares of Class B Redeemable Preferred Stock bear to each other. No holder of shares of Common Stock of the Corporation into which their respective shares of Series Class B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Redeemable Preferred Stock shall be entitled to a proportionate share any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as provided in this section (b). No interest, or sum of money in lieu of interest, shall be payable in respect of any such distribution dividend payment on the shares of Class B Redeemable Preferred Stock that may be in arrears. Except as though the holders set forth above, for so long as any shares of the Series Class B Redeemable Preferred Stock were are outstanding, no dividends may be paid or declared and set aside for payment or other distribution made upon the holders of the number of shares of Class A Convertible Preferred Stock, Common Stock or any other stock of the Corporation into which their respective ranking junior to the shares of Series the Class B Redeemable Preferred Stock are convertible as to dividends ("Junior Stock"), nor may any shares of Junior Stock be redeemed, purchased or otherwise acquired by the record date fixed Corporation for consideration (or any payment made to or available for a sinking fund for the determination redemption of any shares of such stock), unless full cumulative dividends on all shares of Class B Redeemable Preferred Stock for all Dividend Payment Dates accruing on or prior to the holders date of Common such transaction have been or contemporaneously are declared and paid through the most recent Dividend Payment Date. If dividends are not paid on a Dividend Payment Date, then such dividends shall accrue and be cumulative from and after such Dividend Payment Date. Notwithstanding the foregoing, no dividends shall be paid or payable with respect to any shares of Class B Redeemable Preferred Stock if such payment is otherwise prohibited by section (h) of this Certificate of Designations or by the Delaware General Corporation entitled Law. Dividends with respect to receive such distributionshares of Class B Redeemable Preferred Stock may also be subject to setoff and recoupment as contemplated by section (k) hereof.

Dividends. a. The holders of record on From and after the Series B Dividend Record applicable Issue Date (as defined below) of each series of Preferred Stock, the outstanding holders of each series Preferred Stock shall be entitled to receive dividends per share, out of funds legally available therefor, in the following order of preference (the “Order of Priority”): 1.1 First, Series A Preferred Stock shall be entitled to receive dividends per share, out of funds legally available therefor, at the rate of twelve percent (12.0%) per annum for the period from November 25, 2014 to February 29, 2016, and thereafter at the rate of fifteen percent (15.0%) per annum, in each case calculated based on the Original Issue Price, compounding annually (the “Series A Dividend”); 1.2 Second, Series B Preferred Stock shall be entitled to receive dividendsdividends per share, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , at the rate of six twelve percent (612%) per annum, resulting in calculated based on the holder of each share of Original Issue Price, compounding annually (the “Series B Preferred receiving a dividend of 0.06 additional shares of Dividend”); and Third, Series B C Preferred Stock shall be entitled to receive dividends per share, at the rate of eight percent (8%) per annum, calculated based on the Original Issue Price, compounding annually, payable in-kind with Series C Preferred Stock issued at the Original Issue Price (the “Series C Dividend” and together with the Series A Dividend and Series C Dividend, the “Preferred Dividends”). 1.3 Holders of Preferred Stock shall be entitled to the Preferred Dividends in Order of Priority before any dividends shall be declared, set apart for or paid upon the Common Stock or any other stock ranking with respect to each share of Series B dividends or on liquidation junior to the Preferred Stock (such stock being referred to hereinafter collectively as “Junior Stock”). Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends Preferred Dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease continue to accrue on an annual basis, from the applicable Issue Date, whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year, so that if in any fiscal year or years, dividends in whole or in part are not paid upon any series of Preferred Stock, unpaid dividends thereon shall accumulate. The Preferred Dividends shall be paid at times, and subject to the terms, set forth in these Articles of Incorporation. 1.4 The Corporation shall not declare, pay or set aside any dividends on shares of Junior Stock unless (in addition to the obtaining of any consents required elsewhere in these Articles of Incorporation) giving effect to the Order of Priority, (a) the holders of the Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock following in an amount at least equal to the greater of (i) the amount of the aggregate Preferred Dividends then accrued on such share's redemption or conversion, as the case may be. Dividends on the Series B share of Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, and not less than 15 nor more than 60 days preceding a dividend payment date previously paid or (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors ii) (a "Series B Dividend Record Date"). Except A) in the case of a redemption under Section 4 dividend on Common Stock or mandatory conversion under Section 6(c)any class or series that is convertible into Common Stock, below that dividend per share of Preferred Stock as would equal the product of (in which case dividends shall accrue and be paid through 1) the date dividend payable on each share of such event)class or series determined, no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights if applicable, as if each share of Senior Securities, no dividends such class or other distributions shall be made with respect to the series had been converted into Common Stock unless at the same time a dividend or distribution is paid with respect pursuant to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of Section 4.1 and (2) the number of shares of Common Stock issuable upon conversion of the Corporation into which their respective shares one share of Series B Preferred Stock are convertible as of pursuant to Section 4.1, in each case calculated on the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event the Corporation shall declare a of any stock dividend, stock split, stock distribution payable in securities of other personsor combination, evidences of indebtedness issued by the Corporation subdivision, reclassification or other personscorporate actions having a similar effect with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Original Issue Price for the Preferred Stock. The “Original Issue Price” shall mean $20.00 per share for the Series A Preferred Stock, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of $20.00 per share for the Series B Preferred Stock shall be entitled and $20.00 per share for the Series C Preferred Stock, subject to a proportionate share appropriate adjustment in the event of any such stock dividend, stock split, stock distribution as though or combination, subdivision, reclassification or other corporate actions having the holders of similar effect with respect to the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionStock.

Dividends. a. (a) The Holders of shares of the Series B Preferred Stock, in preference to the holders of record all Junior Capital Stock and on a pari passu basis with holders of Parity Capital Stock, will be entitled to receive, when, as and if dividends are declared by the Board of Directors, out of funds of the Corporation legally available therefor, cumulative dividends as provided in this Section 2. Dividends on each outstanding share of Series B Preferred Stock shall be payable in cash, or at the option of the Corporation, in such number of shares of Series B Preferred Stock as is set forth in Section 2(d) below, and accrue (whether or not earned or declared) at the rate of 8% per annum on the sum of (i) the Purchase Price and (ii) all accumulated and unpaid dividends accrued thereon from the date of issuance thereof (the "Series B Dividends"). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Corporation in respect of the prior three month period prorated on a daily basis for partial periods. (b) If the Corporation at any time pays less than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, such payment shall be distributed ratably among the Holders based upon the aggregate accrued but unpaid Series B Dividends on the Series B Dividend Record Date Preferred Stock held by each such Holder. (as defined belowc) In the event that the Corporation declares or pays any dividends upon the Common Stock (whether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the Holders at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Series B Preferred Stock had all of the outstanding Series B Preferred Stock shall be been converted in accordance with Section 6(a) immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to receive dividends, as and when declared such dividends are to be determined. (d) The Corporation may pay the Series B Dividends to each Holder by the Board issuance of Directors out such number of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at as equals the rate quotient of six percent (6%i) per annum, resulting in the holder of each share of accrued and unpaid Series B Preferred receiving a dividend of 0.06 additional Dividends with respect to the shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each held such dividend shall be payable on or about each January 15 Holder and (a "Series B Dividend-in-Kind Payment Date"ii) (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodPurchase Price. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders (a) Upon the grant of Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Series B Dividend Record Effective Date (as defined below) to and including the date of the outstanding Series B Preferred Stock Termination of Employment of the Grantee. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive dividends, dividends in the same manner as and when declared by the Board of Directors out of funds legally available therefor. Record dividends are paid to all other holders of Series B Preferred Stock on a Series B Dividend Record Date Common Shares. (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to one dividend-in-kind payable receive, for each year Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in additional shares Control. After the date of Series B Preferred Stock at grant of the rate of six percent (6%) per annumCommon Shares pursuant to Section 2(b)(iii), resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend Common Shares shall be payable on or about each January 15 entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (a "Series B Dividend-in-Kind Payment Date"c) (or if such date is not a business dayUpon grant of the Restricted Shares pursuant to Section 3(a), the dividends due on such Series B Dividend-in-Kind Payment Date Grantee shall be paid on the next succeeding business day) beginning on January 15entitled to receive, 2001. Such dividends shall be cumulative and shall accrue on for each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Restricted Shares (including a Series B Dividend-in-Kind Payment Datewhether vested or unvested), as shall be fixed by an amount in cash equal to the Board per share amount of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case all dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared with respect to the Common Stock unless at Shares with a record date on or after the same time a dividend or distribution is paid Effective Date and before the Share Issuance Date (other than those with respect to all outstanding shares which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if the number of Series B Preferred Stock in an amount Restricted Shares received pursuant to Section 3(a) is reduced so that the Fair Market Value of the Common Shares underlying the Restricted Shares received is less than or equal to the Maximum Value (as required under Section 3), then the amount paid the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (i) the per share amount of all dividends declared with respect to the Common Shares with a share of Common Stock as though record date on or after the holders of the Series B Preferred Stock were the holders of Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (ii) the number of shares Restricted Shares the Grantee would have received had no such reduction occurred. After the Share Issuance Date, the holder of Restricted Shares (whether vested or unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of Shares for each Restricted Share (whether vested or unvested) held on the record date fixed for of each such dividend and each such dividend shall be paid in the determination of same manner as dividends are paid to the holders of Common Stock of Shares. (d) Except as provided in this Section 4, the Corporation Grantee shall not be entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable any payments in securities lieu of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject in connection with dividends with respect to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionNotional Units and/or Restricted Shares.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , dividends at the rate of six percent (6%) $2.00 per annumshare per year, resulting payable in cash, except as provided below, in equal amounts quarterly on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15______________, 2001. Such dividends shall be cumulative 1997 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors of the Corporation at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be 360-day year of twelve 30-day months. Dividends paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Notwithstanding the foregoing, for any twelve (12) Dividend Periods the Company shall have the right to pay the dividend in additional shares of Series A Preferred Stock determined by dividing the total amount of the dividend to be paid in shares of Series A Preferred Stock by the Liquidation Value (as defined herein) per share of Series A Preferred Stock. The issuance of additional shares of Series A Preferred Stock pursuant to this subparagraph (3) shall be evidenced by a stock certificate representing such shares issued on the related Quarterly Dividend Date and delivered on or immediately thereafter. Notwithstanding any other provision hereof, no fractional shares of the Corporation shall be issued in connection with the payment of any dividend on Series A Preferred Stock in additional shares of Series A Preferred Stock. Instead, any holder of outstanding Series A Preferred Stock having a fractional interest arising upon the payment of a dividend in additional shares of Series A Preferred Stock shall, on the related Quarterly Dividend Date, be paid an amount in cash equal to the amount paid with respect to Liquidation Value times the fraction of a share of Common Stock as though the holders of the Series B A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into to which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. holder would otherwise be entitled. In the event the Corporation Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall declare a distribution payable in not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of Company ranking pari passu with the Series B A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in these Articles Supplementary, the Series A Preferred Stock shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionCorporation.

Dividends. a. The (a) Subject to Section 11.8, beginning on July 1, 2027, holders of record on the Series B Dividend Record Date (as defined below) of the issued and outstanding Series B D Preferred Stock Shares shall be entitled to receive dividendsreceive, when, as and when declared if approved by the Board of Directors out of funds of the Corporation legally available thereforfor the payment of distributions and declared by the Corporation, cumulative preferential dividends at a rate per annum equal to the Dividend Rate of the Liquidation Preference of the Series D Preferred Shares in effect on the first calendar day of the applicable Dividend Period. Record holders All Dividends on the Series D Preferred Shares shall be paid in cash or other property, shall accrue and accumulate (whether or not declared or paid) on each issued and outstanding share of the Series B D Preferred Stock Shares on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumdaily basis from July 1, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend 2027, and shall be payable quarterly in equal amounts in arrears on or about the last calendar day of each January 15 Dividend Period (each such day being hereinafter called a "Series B Dividend-in-Kind “Dividend Payment Date") (or ”); provided that if such date any Dividend Payment Date is not a business dayBusiness Day, then the dividends due dividend that would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Dividend Payment Date, 2001. Such and no interest or additional dividends shall be cumulative and or other sums shall accrue on each share of Series B Preferred Stock the amount so payable from the date of such share's issuance; provided, however, that dividends shall cease Dividend Payment Date to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benext succeeding Business Day. Dividends Any dividend payable on the Series B D Preferred Stock Shares for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days which shall be the tenth day preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a "Series B “Dividend Record Date"”). Except . (b) If the Corporation fails to pay any dividends on the Series D Preferred Shares in full for any three consecutive or non-consecutive Dividend Periods (such a failure, a “Dividend Default”), then: (i) commencing on the first day after the Dividend Payment Date on which a Dividend Default occurs and continuing until the date a Correction Event with respect to such Dividend Default occurs, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share; and (ii) following any Dividend Default that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (b), if the Corporation subsequently fails to pay dividends on the Series D Preferred Shares in full for any subsequent three consecutive or non-consecutive Dividend Periods, such subsequent failure shall constitute a separate Dividend Default, and the foregoing provisions of subparagraph (i) of this paragraph (b) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Dividend Default. (c) If, at any time, (x) the Series B Preferred Shares obtain a National Market Listing, and either (i) the Corporation fails to obtain a National Market Listing for the Series D Preferred Shares within 60 consecutive days following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (ii) the Series D Preferred Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (y) the Common Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer (any of the foregoing such events, a “Delisting Event”), then: (i) commencing on the first day after the Delisting Event occurs and continuing until the date a Correction Event with respect to such Delisting Event occurs, (A) in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on Delisting Event with respect to the Series B D Preferred Stock for any partial dividend period. b. Subject to any rights Shares, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share and (B) in the case of Senior Securities, no dividends or other distributions shall be made a Delisting Event with respect to the Common Stock unless at Shares, the same time then-applicable Liquidation Preference per Series D Preferred Share shall increase by $1.00 per Series D Preferred Share; and (ii) following any Delisting Event that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (c), if (A) the Series D Preferred Shares subsequently cease to be subject to a dividend National Market Listing for 90 consecutive days or distribution is paid longer or (B) the Common Shares subsequently cease to be subject to a National Market Listing for 90 consecutive days or longer, either of the foregoing such events shall constitute a separate Delisting Event with respect to all outstanding shares the applicable shares, and the foregoing provisions of Series B Preferred Stock in an amount equal to the amount paid subparagraph (i) of this paragraph (c) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Delisting Event. (d) No distribution or dividend on the Series D Preferred Shares will be declared by the Corporation or paid or Set Apart for Payment by the Corporation at such time as the terms and provisions of Senior Shares or any agreement of the Corporation (whether now existing or arising hereafter), including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a share breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the Official Code of Georgia Annotated or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series D Preferred Shares shall continue to accrue and accumulate pursuant to the terms hereof regardless of whether (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. Accrued and unpaid dividends on the Series D Preferred Shares will accumulate commencing as of the Dividend Payment Date on which they first become payable. (e) Except as provided in paragraph (f) of Section 11.3 and subject to paragraph (g) of Section 11.3, no distributions or dividends, in cash or otherwise, may be declared or paid or Set Apart for Payment upon the Common Shares or upon any Junior Shares or Parity Shares, nor shall any Common Shares or any Junior Shares or Parity Shares be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for Junior Shares or by redemption, purchase or acquisition of stock required under any employee benefit plan of the Corporation), unless, on the most recently preceding Dividend Payment Date on which dividends on the Series D Preferred Shares became payable, the Corporation paid such dividends together with all accumulated and unpaid dividends to date on the Series D Preferred Shares in full in cash or other property. (f) When all dividends accumulated and unpaid to date are not paid in full in cash or other property (or a sum of cash or other property sufficient for such full payment is not so Set Apart for Payment) upon the Series D Preferred Shares, all dividends declared, paid or Set Apart for Payment upon the Series D Preferred Shares, shall be declared and paid in cash or other property, as applicable, or declared and a sum of cash or other property, as applicable, sufficient for the payment thereof shall be Set Apart for Payment thereof. No interest, or sum of money or other property in lieu of interest, shall be payable in respect of any dividend payment on Series D Preferred Shares or on any dividend payment or other payment on any Junior Shares which may be in arrears. (g) So long as any Series D Preferred Shares remain outstanding, no cash or stock dividends shall be paid or made to any holders of Common Stock as though Shares, Series A Preferred Shares or any class or series of Junior Shares, without the consent of the majority of the votes entitled to be cast by the holders of the outstanding Series B D Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionShares. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividendsh) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of Any dividend payment made on the Series B D Preferred Stock Shares shall first be entitled credited against the earliest accumulated accrued and unpaid dividend due with respect to a proportionate share such shares which remains payable at the time of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionpayment.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall will be entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the rate of six percent 8.625% per annum on the $25.00 liquidation preference (6%equivalent to $2.15625 per annum per share). Such dividends will be cumulative from [ • ], 20211, whether or not in any dividend period or periods (i) per annumsuch dividends shall be declared, resulting in (ii) there shall be funds legally available for the holder payment of each share such dividends or (iii) any agreement prohibits payment of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend dividends, and such dividends shall be payable on or about quarterly the 15th day of January, April, July and October of each January 15 year (a "Series B Dividend-in-Kind Payment Date") (or or, if such date is not a business dayBusiness Day (as defined in Article VII of the Charter), the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment DateBusiness Day), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")commencing [ • ], 20212. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B Preferred Stock for any partial dividend period. b. Subject period will be computed on the basis of twelve 30-day months and a 360-day year. Dividends will be payable in arrears to any rights holders of Senior Securities, no dividends or other distributions shall be made with respect to record as they appear on the Common Stock unless records of the Corporation at the same time a close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable dividend or distribution is paid with respect to all outstanding shares payment date. Holders of Series B Preferred Stock will not be entitled to receive any dividends in an amount excess of cumulative dividends on the Series B Preferred Stock at the dividend rate specified in this paragraph. No interest will be paid in respect of any dividend payment or payments on the Series B Preferred Stock that may be in arrears. (b) When dividends are not paid in full upon the Series B Preferred Stock or any other class or series of Parity Stock, or a sum sufficient for such payment is not set apart, all dividends declared upon the Series B Preferred Stock and any other class or series of Parity Stock shall be declared ratably in proportion to the respective amounts of dividends accumulated, accrued and unpaid on the Series B Preferred Stock and accumulated, accrued and unpaid on such Parity Stock. Except as set forth in the preceding sentence, unless dividends on the Series B Preferred Stock equal to the full amount of accumulated, accrued and unpaid dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof set apart for such payment for all past dividend periods, no dividends (other than dividends paid in Junior Stock or options, warrants or rights to subscribe for or purchase such Junior Stock) shall be declared or paid or set aside for payment with respect to any class or series of Parity Stock. Unless full cumulative dividends on the Series B Preferred Stock have been paid or declared and set apart for payment for all past dividend periods, no dividends (other than dividends paid in Junior Stock or options, warrants or rights to subscribe for or purchase such Junior Stock) shall be declared or paid or set apart for payment with respect to any Junior Stock, nor shall any Junior Stock or Parity Stock be redeemed, purchased or otherwise acquired (except for purposes of an employee benefit plan) for any consideration, or any monies be paid to or made available for a share sinking fund for the redemption of Common any Junior Stock or Parity Stock (except by conversion or exchange for Junior Stock, or options, warrants or rights to subscribe for or purchase Junior Stock), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Stock or Parity Stock. Notwithstanding the foregoing, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or distribution on any Parity Stock or (ii) redeeming, purchasing or otherwise acquiring any Junior Stock or Parity Stock, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary to maintain the Corporation’s qualification as though a real estate investment trust for federal income tax purposes (“REIT”). 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). 2 To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend). (c) No dividends on Series B Preferred Stock shall be authorized by the Board or declared or paid or set apart for payment at such time as the terms and provisions of any agreement, including any agreement relating to the Corporation’s indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. (d) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code) any portion of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock, then the portion of the capital gains amount that shall be allocable to the holders of Series B Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series B Preferred Stock were for the year bears to the total dividends (as determined for federal income tax purposes) paid or made available for the year to holders of the number all classes of shares capital stock. (e) In determining for purposes of Common Stock Section 2-311 of the Maryland General Corporation into which their respective shares of Series B Preferred Stock are convertible as Law or otherwise under the Maryland General Corporation Law whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the record date fixed for Corporation), by dividend, redemption or otherwise, is permitted, amounts that would be needed, if the determination Corporation were to be dissolved at the time of the holders distribution, to satisfy the liquidation preference of Common Stock any series of the Corporation entitled preferred stock with preferential rights on dissolution senior to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall (as discussed in Section 4 below) will not be entitled added to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionCorporation’s total liabilities.

Dividends. a. The holders of record on the then-outstanding Series A Preferred Stock, Series B Dividend Record Date (as defined below) of the outstanding Preferred Stock, Series B C Preferred Stock and Series D Preferred Stock shall be entitled to receive dividends, when and as and when declared by the Corporation’s Board of Directors (the “Board of Directors”), out of funds legally available therefortherefor (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock), dividends at the rate of eight percent (8%) of the Original Series A Price (as defined in Section 4(a)), the Original Series B Price (as defined in Section 4(a)), the Original Series C Price (as defined in Section 4(a)), the Original Series D-1 Price (as defined in Section 4(a)), the Original Series D-2 Price (as defined in Section 4(a)) and the Original Series D-3 Price (as defined in Section 4(a)), respectively, per share per annum. Record No dividend or other distribution may be declared or paid on any shares of Common Stock, and no shares of Common Stock may be redeemed or otherwise repurchased (whether by the Corporation or any subsidiary thereof), during any calendar year unless dividends in the total amount of the annual dividend rate for the Preferred Stock specified in this Section 1 shall have first been paid or declared and set apart for payment to the holders of Series B the Preferred Stock during that calendar year; provided, however, that this restriction shall not apply to a Permitted Repurchase (as defined below). If, after dividends in the full preferential amounts specified in this Section 1 for the Preferred Stock have been paid or declared and set apart in any calendar year of the Corporation, the Board of Directors shall declare additional dividends out of funds legally available therefor in that calendar year, then such additional dividends shall be declared pro rata on the Common Stock and the Preferred Stock on a pari passu and as-converted basis. No dividend may be declared or paid on any shares of Series A Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series B Dividend Record Date shall Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. No dividend may be entitled to one dividend-in-kind payable each year in additional declared or paid on any shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a an equivalent dividend or distribution is declared and paid with respect to all simultaneously on the issued and outstanding shares of the Series B A Preferred Stock, Series C Preferred Stock in an amount equal to the amount and Series D Preferred Stock. No dividend may be declared or paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.on any

Dividends. a. The holders Dividends as to any series of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B NW Preferred Stock shall be payable to holders of record as they appear (if declared) quarterly commencing on the stock register last day of the Corporation calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such record datelast day of a calendar quarter being a "Dividend Date") for so long as that series is outstanding (the dividend during the first such quarter to be prorated); dividends on each series of NW Preferred Stock shall accrue and be payable at a rate per annum equal at all times during a calendar quarter ending on a Dividend Date to 1% per annum above the rate of interest at which deposits in United States Dollars are offered by the principal office of Fuji in London, England on the second Business Day (it being agreed that for this purpose only, the definition of "Business Day" shall not less than 15 nor more than 60 days include reference to Chicago) preceding the first day of such calendar quarter (or, in the case of the first dividend period, preceding the date of issuance of such series) to prime banks in the London interbank market for a period equal to three months (or, in the case of such first dividend payment period, equal to such shorter period commencing on the date (including a Series B Dividend-in-Kind Payment Dateof issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, as however that the dividends on each series of NW Preferred Stock shall be fixed by noncumulative such that if the Board of Directors (of Finance fails to declare a "Series B Dividend Record Date"). Except in dividend on the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be NW Preferred Stock payable on the Series B a dividend payment date, then holders of NW Preferred Stock for any partial dividend period. b. Subject will have no right to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time receive a dividend or distribution is paid with in respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were dividend period ending on such dividend payment date, and Finance will have no obligation to pay dividends accrued for such period, whether or not dividends on the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B NW Preferred Stock are convertible as declared payable on any future dividend payment date; and provided further, however, that no dividend shall be paid on any series of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B NW Preferred Stock shall be entitled to during the existence of a proportionate share default in the payment of principal of or interest on any such distribution as though the holders outstanding indebtedness for money borrowed of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.Finance;

Dividends. a. (a) The holders Holders of record on the Series B Dividend Record Date (as defined below) a particular series of the outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Trustees of the Trust, out of funds legally available therefor, cumulative dividends each consisting of cash at the Applicable Rate and no more, payable on the respective dates set forth below. Record holders Dividends on the shares of Series B each series of Preferred Stock on a Series B Dividend Record Date Shares so declared and payable shall be entitled paid in preference to one dividend-in-kind and in priority over any dividends declared and payable each year in additional on the Common Shares. (i) Cash dividends on shares of Series B each series of Preferred Stock Shares shall accumulate from the Date of Original Issue and shall be payable, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Following the Initial Dividend Payment Date for a series of Preferred Shares, dividends on that series of Preferred Shares will be payable, at the rate option of six percent the Trust, either (6%i) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to any 7-Day Dividend Period and any Short Term Dividend Period of 35 or fewer days, on the day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each share of Series B Preferred Stock. Each calendar month during such dividend shall be payable Short Term Dividend Period or Long Term Dividend Period and on the day next succeeding the last day thereof (each such date referred to in clause (i) or about each January 15 (ii) being herein referred to as a "Series B Dividend-in-Kind Normal Dividend Payment Date") (or ), except that if such date Normal Dividend Payment Date is not a business dayBusiness Day, then the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of Preferred Shares is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of Preferred Shares, then the last day of such Dividend Period for such other series of Preferred Shares shall be the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the Board of Trustees of the Trust shall fix the Dividend Payment Date. However, no Dividend Period of any series of Preferred Shares shall be co-extensive with any Dividend Period of any other series of Preferred Shares unless the Trust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the next succeeding business daydifferent series of Preferred Shares. The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of Preferred Shares set forth in the Declaration of Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods with respect to a series of Preferred Shares are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date." (ii) beginning on January 15, 2001. Such dividends Each dividend shall be cumulative and shall accrue paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as Business Day preceding the case may beDividend Payment Date. Dividends on in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Series B Preferred Stock shall be payable to holders of record Holders as they appear on the stock register of the Corporation Stock Register on such record a date, not less than exceeding 15 nor more than 60 days preceding a dividend prior to the payment date (including a Series B Dividend-in-Kind Payment Date)therefor, as shall may be fixed by the Board of Directors Trustees of the Trust. (i) During the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for a series of Preferred Shares (the "Initial Dividend Period"), the Applicable Rate for such series of Preferred Shares shall be the Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of Preferred Shares, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "Series B Subsequent Dividend Record DatePeriod"). Except , which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to the next Dividend Payment Date (or last Dividend Payment Date in the case of a redemption under Section 4 or mandatory conversion under Section 6(cDividend Period if there is more than one Dividend Payment Date), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders rate per annum that results from implementation of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionAuction Procedures. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The Holders of the Series A Preferred, in preference to the holders of record on the Common Stock and pari passu with the holders of Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Preferred, shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation (the “Board”), but only out of funds that are legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cash dividends at the rate of six percent (6%) of the Series A Original Issue Price (as defined below) per annumannum on each outstanding share of Series A Preferred (as adjusted for any stock dividends, resulting combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series A Original Issue Price” of the Series A Preferred shall be one dollar ($1.00) per share, subject to appropriate adjustment in the holder event of any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification (each a “Recapitalization Event”) affecting the Series A Preferred. Holders of the Series B Preferred, in preference to the holders of the Common Stock and pari passu with the Holders of Series A Preferred, shall be entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends at the rate of eight percent (8%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred receiving a dividend (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series B Original Issue Price” of 0.06 additional shares of the Series B Preferred Stock with respect shall be $3.2481 per share, subject to each share appropriate adjustment in the event of any Recapitalization Event affecting the Series B Preferred StockPreferred. Each such dividend The dividends described in this Section 1(a) shall accrue from day to day, whether or not declared, and shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuancecumulative; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, except as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except set forth in the case following sentence of a redemption under this Section 4 1(a) or mandatory conversion under Section 6(c)in Sections 3(b) and 5, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable only when, as, and if declared by the Board and the Corporation shall be under no obligation to pay such dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of any Series A Preferred and Series B Preferred then outstanding shall first receive, or simultaneously receive (in addition to any dividend payable pursuant to Section 1(b), below), a dividend equal to all dividends then accrued on such share of Series A Preferred and Series B Preferred and not previously paid. In the event that a dividend is to be paid on the Series A Preferred and Series B Preferred Stock for any partial dividend period. b. Subject to any rights in an amount less than the aggregate amount of Senior Securitiesaccrued but unpaid dividends, no such dividends or other distributions shall be made with respect to allocated pro rata among the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B A Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the and Series B Preferred Stock were the holders of based upon the number of shares of on an as-converted to Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionbasis. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders Entergy shall not, nor shall it permit any of its subsidiaries to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or share capital, except: (A) that Entergy may continue the declaration and payment of regular quarterly cash dividends on Entergy Common Stock, not to exceed $0.30 per share, with usual record on and payment dates for such dividends in accordance with past dividend practice; provided, that (1) dividends payable in respect of periods after July 31, 2000, may exceed by up to 5% per share the Series B Dividend Record Date (as defined below) dividend payable during the prior 12-month period in respect of the outstanding Series B Preferred Stock shall comparable time period and (2) if the Entergy Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend may be entitled to receive dividends, as declared and when declared by the Board paid in respect of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Entergy Common Stock with respect to each share of Series B Preferred Stock. Each the quarter in which the Entergy Effective Time occurs with a record date in such dividend shall be payable quarter and on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from prior to the date of such share's issuance; providedon which the Entergy Effective Time occurs, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, which dividend does not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in exceed an amount equal to the amount paid product of (i) a fraction the (x) numerator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the record date of such special dividend (excluding such last payment date but including the record date of such special dividend) and (y) the denominator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the same calendar day in the third month after the month in which such last payment date occurred (excluding such last payment date but including such same calendar day), multiplied by (ii) the then permitted quarterly dividend per share, and (B) for the declaration and payment of dividends by a direct or indirect wholly-owned subsidiary solely to its parent corporation, or by a direct or indirect partially owned subsidiary of Entergy (provided that Entergy or the Entergy subsidiary receives or is to receive its proportionate share of such dividend or distribution), and (C) for the declaration and payment of regular cash dividends with respect to a share preferred stock of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible Entergy's subsidiaries outstanding as of the record date fixed for the determination of the holders Agreement or permitted to be issued under the terms of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.this Agreement,

Dividends. a. The holders Prior to the Second Anniversary Date, shares of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall accumulate dividends at a rate of 9.308332% per annum, payment of which may be entitled made in cash or by the issuance of additional shares of Series B Preferred Stock (which, upon issuance, shall be fully paid and nonassessable), at the option of the Company; provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash. On and after the Second Anniversary Date, shares of Series B Preferred Stock shall accumulate dividends at a rate of 9% per annum, which dividends shall be paid in cash. On and prior to receive dividendsthe Second Anniversary Date, dividends shall be paid annually on the anniversary of the original issuance of Series B Preferred Stock, and thereafter dividends shall be paid in four equal quarterly installments on the last day of March, June, September and December of each year, or if any such date is not a Business Day, the Business Day next preceding such day (each such date, regardless of whether any dividends have been paid or declared and set aside for payment on such date, a "Dividend Payment Date"), to holders of record (the "Registered Holders") as they appear on the stock record books of the Corporation on the fifteenth day prior to the relevant Dividend Payment Date. Notwithstanding the foregoing, from and after the day on which the Shareholder Approval occurs, dividends shall accumulate on the Series B Preferred Stock (i) prior to the Second Anniversary Date, at a rate of 8.243216% per annum, payment of which may be made in cash or by the issuance of additional shares of Series B Preferred Stock (which upon issuance shall be fully paid and nonassessable), at the option of the Company, provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash, and (ii) on and after the Second Anniversary Date, at a rate of 8% per annum, which dividends shall be paid in cash. Dividends shall be paid only when, as and when if declared by the Board of Directors out of funds at the time legally available thereforfor the payment of dividends. Record holders of Series B Preferred Stock Dividends shall begin to accumulate on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional outstanding shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends issuance and shall cease be deemed to accrue on a share of Series B Preferred Stock following such share's redemption accumulate from day to day whether or conversion, as the case may benot earned or declared until paid. Dividends shall accumulate on the Series B Preferred Stock basis of a 360-day year consisting of twelve 30-day months (four 90-day quarters) and the actual number of days elapsed in the period for which payable. Dividends payable at more than one annual rate for any dividend period or partial dividend period shall be payable to holders of record as they appear pro rated on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders basis of the number of shares days in such dividend period or partial dividend period, calculated as aforesaid, and the actual number of Common Stock of the Corporation into days elapsed for which their respective shares of Series B Preferred Stock dividends are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in at each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionannual rate.

Dividends. a. The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B F Preferred Stock shall be entitled to receive dividendsin preference to the holders of any and all other classes of Preferred Stock and Common Stock, as when and when if declared by the Board of Directors Directors, out of funds legally available therefor, cumulative dividends on such Series F Preferred Stock in cash at the rate per annum of $0.163 per share from the Issuance Date (as defined below), subject to proration for partial years on the basis of a 365-day year (the “Series F Preferred Dividends”). Record The holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock on a and the Series B Dividend Record Date E Preferred Stock (collectively, the “Junior Preferred Stock”) shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumreceive, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock pari passu with respect to each such series of Junior Preferred Stock and in preference to the Junior Stock (as defined in Section A.12), when as and if declared by the Board of Directors, out of funds legally available therefore, cumulative dividends on such Preferred Stock in cash at the rate per annum of $0.036 per share of with respect to the Series A Preferred Stock, $0.052 per share with respect to the Series B Preferred Stock. Each such dividend shall be payable , $0.051 per share with respect to the Series C Preferred Stock, $0.146 per share with respect to the Series D Preferred Stock and $0.154 per share with respect to the Series E Preferred Stock, from the Issuance Date, subject to proration for partial years on or about each January 15 the basis of a 365 day year (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business daycollectively, the dividends due “Junior Preferred Dividends” and together with the Series F Preferred Dividends, the “Preferred Dividends”). As to each share of Preferred Stock, the date on which such share of Preferred Stock was issued by the Corporation is referred to as the “Issuance Date.” The Series B Dividend-in-Kind Payment F Preferred Dividends and the Junior Preferred Dividends will accumulate commencing as of the applicable Issuance Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends and shall be cumulative and shall accrue on each share of Series B Preferred Stock from compounded annually, to the date of such share's issuance; providedextent unpaid, however, that whether or not they have been declared and whether or not the Corporation may legally pay the dividends. No dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Junior Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record datepaid or set apart for payment unless, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time, a like proportionate dividend shall be paid or set apart to all shares of Junior Preferred Stock then outstanding. Dividends paid in an amount less than the total amount of such dividends at the time a dividend or distribution is paid with respect to accumulated and payable on all outstanding shares of Series B Junior Preferred Stock shall be allocated pro rata based upon the relative cumulative and unpaid dividends on all such shares at the time outstanding. So long as any shares of Series F Preferred Stock are outstanding and the Series F Preferred Dividends have not been paid in an amount equal to full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the amount paid with respect to a share Junior Preferred Stock or the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. So long as though any shares of Junior Preferred Stock are outstanding and the Junior Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. In addition to the Preferred Dividends, the holders of Preferred Stock shall be entitled to receive, together with the Series B 1 Stock, out of funds legally available therefor, any dividends declared on the Common Stock (treating each share of Preferred Stock were the holders of or Series 1 Stock as being equal to the number of shares of Common Stock of the Corporation into which their respective shares each such share of Series B Preferred Stock are convertible or Series 1 Stock would be converted if it were converted pursuant to the provisions of Section A.6 hereof with such number determined as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In dividends). All numbers relating to the calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event the Corporation shall declare a distribution payable in securities of other personsany stock split, evidences of indebtedness issued by the Corporation combination, reorganization, recapitalization, reclassification or other personssimilar event involving a change in the Series A Preferred Stock, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of Stock, the Series B C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock were or the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution1 Stock.

Dividends. a. The (a) In the event that a distribution with respect to the shares of REIT I Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of record such shares of REIT I Common Stock on the Series B Dividend Record Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. REIT I shall coordinate with REIT II the declaration of, and the setting of record dates and payment dates for, dividends on REIT I Common Stock so that holders of REIT I Common Stock and REIT I OP Units (i) do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as defined belowapplicable, in respect of a single calendar quarter or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as applicable, in respect of a single calendar quarter or (ii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units and a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock or REIT II OP Units received in the Mergers or fail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units or a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock, or REIT II OP Units received in the Mergers. (b) In the event that either REIT I or REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii) , respectively, it shall notify the outstanding Series B Preferred Stock other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to receive dividendsdeclare a dividend per share payable (i) in the case of REIT I, as and when to holders of REIT I Common Stock or REIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the product of (A) the dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock REIT II with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 REIT II Common Stock by (a "Series B Dividend-in-Kind Payment Date"B) the Exchange Ratio and (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business dayii) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 REIT II, to holders of REIT II Common Stock and REIT II OP Units, in an amount per share of REIT II Common Stock or mandatory conversion under Section 6(c), below per REIT II OP Unit equal to the quotient obtained by dividing (in which case dividends shall accrue and be paid through x) the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared by REIT I with respect to the each share of REIT I Common Stock unless at by (y) the same Exchange Ratio. The record date and time a and payment date and time for any dividend or distribution is paid with respect payable pursuant to all outstanding shares of Series B Preferred Stock in an amount equal this Section 7.8(b) shall be prior to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionClosing Date. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (A) Subject to the preferential rights of holders of record any class or series of shares of stock of the Corporation ranking senior to the Class N Preferred Stock as to the payment of dividends, the Holders of the Class N Preferred Stock are entitled to receive, when, as and if declared by the Board, out of funds of the Corporation legally available for the payment of quarterly, cumulative preferential cash dividends, an amount per share equal to 7.25% of the Liquidation Preference per annum (equivalent to a fixed annual amount of $3,625.00 per share), payable in equal amounts of $906.25 per share of Class N Preferred Stock quarterly. (B) Dividends on the Series B Class N Preferred Stock shall begin to accrue and will be fully cumulative starting from [●]3 and shall be payable quarterly when, if and as authorized by the Board, in equal amounts in arrears on January 15, April 15, July 15 and October 15 of each year or, if not a Business Day, the next succeeding Business Day commencing [●]4 (each, a “Dividend Payment Date”), and no interest or additional dividends or other sums shall accrue on the amount so payable from such date to such next succeeding Business Day. Any dividend payable on the Class N Preferred Stock for any partial dividend period that ends prior to a Dividend Payment Date will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to Holders as they appear in the share records of the Corporation at the close of business on the applicable record date, which shall be the 20th day of the calendar month immediately preceding the month in which the applicable Dividend Payment Date falls or such other date designated by the Board that is not more than 30 nor less than 10 days prior to the applicable Dividend Payment Date (each, a “Dividend Record Date”). Notwithstanding any provision to the contrary contained herein, each outstanding share of Class N Preferred Stock will be entitled to receive a dividend with respect to any Dividend Record Date (as defined below) equal to the dividend paid with respect to each other share of Class N Preferred Stock that is outstanding on such date. For the avoidance of doubt, notwithstanding anything to the contrary set forth in these Articles Supplementary, each share of Class N Preferred Stock issued and outstanding on the Dividend Record Date for the first Dividend Payment Date following the Issue Date shall accrue dividends from [●]5 and shall receive the same dividend payment regardless of the outstanding Series B date on which such share of Class N Preferred Stock was actually issued. As used herein, the term “dividend period” for the Class N Preferred Stock means the period from and including [●]6 and ending on and excluding the next Dividend Payment Date, and each subsequent period from and including such Dividend Payment Date and ending on and excluding the next following Dividend Payment Date. (C) No dividends on the Class N Preferred Stock shall be entitled to receive dividends, as and when declared or paid or set apart for payment by the Board if such declaration, payment or setting apart for payment would violate any agreement of Directors out of the Corporation or is restricted or prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the Class N Preferred Stock will accrue whether or not the Corporation has earnings, whether or not there are funds legally available thereforfor the payment of such dividends and whether or not such dividends are declared. Record Accrued but unpaid dividends on the Class N Preferred Stock will not bear interest and Holders will not be entitled to any dividends whether payable in cash, property or shares of any class or series of shares of stock (including Class N Preferred Stock) in excess of the full cumulative dividends described above. Any dividend payment made on the Class N Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable. (E) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended (the “Code”)) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of Series B all classes of shares of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the Holders shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the Holders for the year bears to the Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any undistributed long-term capital gains of the Corporation that are to be included in its shareholders’ long-term capital gains, based on the allocation of the Capital Gains Amount that would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by the Corporation to its stockholders. (F) No dividends or other distributions (other than a dividend or distribution payable solely in Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on its behalf (except by conversion into or exchange for Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)) unless full Accumulated Dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Class N Preferred Stock and any Dividend Parity Stock for all dividend periods ending on or prior to the date of such declaration, payment, set apart, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of Parity Stock or Junior Stock solely to the extent necessary to preserve the Corporation’s qualification as a Real Estate Investment Trust (a “REIT”). 3 The last dividend payment date prior to the closing of the Company Merger. 4 The first dividend payment date following the closing of the Company Merger. 5 The last dividend payment date prior to the closing of the Company Merger. 6 The last dividend payment date prior to the closing of the Company Merger. (G) Notwithstanding the limitations of Section 5(F), when dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Class N Preferred Stock and all Dividend Parity Stock, all dividends declared upon the Class N Preferred Stock and any Dividend Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Class N Preferred Stock and per share of such Dividend Parity Stock shall in all cases bear to each other the same ratio that Accumulated Dividends per share of Class N Preferred Stock and accumulated dividends per share of such other Dividend Parity Stock (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Dividend Parity Stock does not have a cumulative dividend) bear to each other. (H) The Holders at the close of business on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional receive the dividend payment on their shares of Series B Class N Preferred Stock on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s failure to pay the dividend due on that Dividend Payment Date. However, Class N Preferred Stock surrendered for conversion at the rate option of six percent (6%) per annum, resulting in a Holder pursuant to Section 7 during the holder period between the close of each share business on any Dividend Record Date and the close of Series B Preferred receiving a business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount of cash equal to the dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind such shares on that Dividend Payment Date") . A Holder on a Dividend Record Date that surrenders (or if such date is not a business day, whose transferee surrenders) any shares for conversion on the dividends due on such Series B Dividend-in-Kind corresponding Dividend Payment Date shall be paid on receive the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be dividend payable to holders of record as they appear on the stock register of by the Corporation on such record shares of Class N Preferred Stock on that date, and the converting Holder need not less than 15 nor more than 60 days preceding a dividend include payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date amount of such event), no dividends shall be payable on the Series B dividend upon surrender of its shares of Class N Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesconversion. Except as provided in Section 8 and Section 11, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted Class N Preferred Stock or for dividends or other distributions shall be made with respect to on the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionissued upon conversion. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (i) Subject to the rights of the holders of record any other series of Preferred Stock ranking senior to or on a parity with the Series B Dividend Record Date (as defined below) A Preferred Stock with respect to dividends and any other class or series of capital stock of the outstanding Corporation ranking senior to or on a parity with the Series B A Preferred Stock with respect to dividends, other than the Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive dividendsreceive, when and as declared by the Board of Directors, cumulative dividends per share of Series A Preferred Stock at a rate per annum as determined by the Board of Directors during the period commencing after the date of original issuance of any shares of Series A Preferred Stock until converted pursuant to Section 5 above; provided, however, in the event of an Optional Conversion, all accumulated dividends will automatically be eliminated and no such dividends will be due or payable to holders of Series A Preferred Stock. (ii) Dividends on the Series A Preferred Stock will accrue on each December 15, March 15, June 15, and September 15, occurring after the date of original issuance, provided that the Corporation shall have the option to pay dividends when and as declared by the Board of Directors of the Corporation. The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such shares of Series A Preferred Stock subsequent to the applicable record date but prior to the applicable dividend payment date. (iii) The Corporation shall pay the dividends on the Series A Preferred Stock described in Section 6(a)(i), at the Corporation's option and in its sole discretion, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year therefor (A) in additional cash, (B) in shares of Series B Preferred Stock at the rate of six percent (6%) per annumCommon Stock, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares to be distributed as a dividend to each holder of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B A Preferred Stock shall be entitled equal to a proportionate the cash amount of such dividend payable to such holder on such dividend payment date divided by the average quote per share of Common Stock reported by OTC Bulletin Board or any other stock exchange on which the Common Stock is traded, as determined by the Company (the "Per Share Market Value") for the fifteen (15) trading days immediately preceding such distribution as though dividend payment date, or (C) in any combination of cash and shares of Common Stock that the holders of the Series B Preferred Stock were the holders of Corporation may determine in its sole discretion, with the number of shares of Common Stock of to be distributed in connection therewith to be calculated on the Corporation into which their respective basis set forth in Section 6(a)(iii)(B). (iv) No fractional shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock or scrip shall be issued upon payment of any dividends in shares of Common Stock. If more than one share of Series A Preferred Stock shall be held by the same holder at the time of any dividend payment date, the number of full shares of Common Stock issuable upon payment of such dividends shall be computed on the basis of the aggregate dividend amount that the Corporation entitled has determined to receive pay in Common Stock shares. Instead of any fractional shares of Common Stock which would otherwise be issuable upon payment of such distributiondividends, the Corporation shall pay out of funds legally available therefor a cash adjustment in respect of such fractional interest, rounded to the nearest one hundredth (1/100th) of a share, in an amount equal to that fractional interest of the average Per Share Market Value for the fifteen (15) trading days immediately preceding such dividend payment date, rounded to the nearest cent ($.01).

Dividends. a. The holders (a) Holders of record shares of outstanding Series I Preferred Stock shall be entitled to receive, out of funds of the Corporation legally available therefor, dividends at the annual rate of 8.0% per share on the Series B Original Purchase Price (the “Dividend Record Rate”). Dividends shall be declared by the Corporation and paid in arrears on each Dividend Payment Date (as defined below) of commencing on March 15, 2009 for the outstanding Series B Preferred Stock Dividend Period ending immediately prior to such Dividend Payment Date. Such dividends shall be entitled payable to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record record holders of Series B I Preferred Stock on a Series B the record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record date and prior to the Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date ). If a Dividend Payment Date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall payment will be paid made on the next succeeding business day, without any interest or other payment in lieu of interest accruing with respect to this delay. Subject to Section 3(e) beginning on January 15below, 2001all such dividends shall accrue from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the original date of issuance of the Series I Preferred Stock (the “Issue Date”), whether or not in any Dividend Period(s) there shall have been funds of the Corporation legally available for the payment of such dividends. Such Notwithstanding the foregoing, such dividends shall be cumulative paid only to the extent assets are legally available therefor on the Dividend Payment Date and any amounts for which assets are not legally available shall accrue on each share be paid promptly as assets become legally available therefore. Any partial payment of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease otherwise required to accrue be paid on a share of Series B Preferred Stock following such share's redemption or conversion, as Dividend Payment Date will be made pro rata among the case may be. Dividends on the Series B Preferred Stock shall be payable to applicable record holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B I Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which based on their respective shares holdings of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionshares. c. In the event the Corporation (i) The term “Dividend Payment Date” shall declare a distribution payable in securities mean September 15th and March 15th of other personseach year, evidences of indebtedness issued by the Corporation or other personsbeginning with March 15, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution2009.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall not be entitled to receive dividends, as dividends unless and when declared by until the Board of Directors declares a dividend in respect of the Common Stock out of funds legally available funds therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, -------- ------- that no dividends shall cease be declared or paid upon the Common Stock (other than dividends payable upon the Common Stock solely in additional shares of Common Stock, provided that an appropriate adjustment in the Conversion Price is made under Section 6(a) hereof) or any other stock ranking on liquidation junior to accrue the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") unless (i) after the payment of the dividend on the Common Stock and Junior Stock (and the simultaneous dividend on the Series A Preferred Stock) the Corporation's net worth exceeds the aggregate liquidation preference of the Series A Preferred Stock (provided that this clause (i) shall not apply if the dividend is approved by the holders of a majority of the outstanding shares of Series A Preferred Stock) and (ii) there shall be simultaneous declaration or payment, as applicable, of a dividend upon the Series A Preferred Stock. (b) In the case of any dividend being declared upon the Common Stock, the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend upon the Common Stock shall be equal in amount to the dividend payable upon that number of shares of Common Stock acquirable upon conversion of a share of Series B A Preferred Stock following immediately before the declaration of such share's redemption or conversiondividend, as the case may be. Dividends with such conversion being based on the Series B Preferred Stock shall be payable to holders then applicable Conversion Price determined in accordance with Section 6 as of the record as they appear date for the declaration of such dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Common Stock. (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in c) In the case of a redemption under Section 4 or mandatory conversion under Section 6(c)any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, below (in the amount of the dividend which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the declared upon each share of Series B A Preferred Stock for any partial as a condition to such dividend period. b. Subject to any rights of Senior Securitieson Junior Stock, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of divided by the number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock, shall equal the amount of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in dividend declared upon each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders class of the Series B Preferred Stock were the holders of Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of such class of Junior Stock, in each case assuming such conversion occurred immediately before the declaration of such dividend. (d) No dividend shall be declared or paid upon any class of Junior Stock (other than Common Stock) that is not convertible into Common Stock without the consent of holders of at least a majority of the Corporation into which their respective outstanding shares of Series B A Preferred Stock. (e) Holders of shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation shall be entitled to receive share equally, share for share, in all such distributiondividends declared upon the Series A Preferred Stock.

Dividends. a. The (a) In the event that a distribution with respect to the shares of CCIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of record such shares of CCIT II Common Stock on the Series B Dividend Record Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of GCEAR Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of GCEAR Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. CCIT II shall coordinate with GCEAR on the declaration, setting of record dates and payment dates of dividends on CCIT II Common Stock so that holders of CCIT II Common Stock (as defined belowi) do not receive dividends on both CCIT II Common Stock and GCEAR Common Stock received in the REIT Merger in respect of a single distribution period or fail to receive a dividend on either CCIT II Common Stock or GCEAR Common Stock received in the outstanding Series B Preferred REIT Merger in respect of a single distribution period or (ii) do not receive both a dividend permitted by the proviso to Section 6.2(b)(iii) on GCEAR Common Stock and a dividend permitted by the proviso to Section 6.1(b)(iii) on CCIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso to Section 6.2(b)(iii) on GCEAR Common Stock or a dividend permitted by the proviso to Section 6.1(b)(iii) on CCIT II Common Stock received in the REIT Merger. (b) In the event that either CCIT II or GCEAR shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii), respectively, it shall notify the other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to receive dividendsdeclare a dividend per share payable (i) in the case of CCIT II, as and when to holders of CCIT II Common Stock, in an amount per share of CCIT II Common Stock equal to the product of (A) the dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock GCEAR with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 GCEAR Common Stock by (a "Series B Dividend-in-Kind Payment Date"B) the Exchange Ratio, and (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business dayii) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)GCEAR, below to holders of GCEAR Common Stock, in an amount per share of GCEAR Common Stock equal to the quotient obtained by dividing (in which case dividends shall accrue and be paid through A) the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared by CCIT II with respect to the each share of CCIT II Common Stock unless at by (B) the same Exchange Ratio. The record date and time a and payment date and time for any dividend or distribution is paid with respect payable pursuant to all outstanding shares of Series B Preferred Stock in an amount equal this Section 7.8(b) shall be prior to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionClosing Date. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) Holders of the outstanding shares of Series B E Preferred Stock shall be entitled to receive dividends, as and when declared by dividends (“Dividends”) payable on the Board Stated Value of Directors out of funds legally available therefor. Record holders each share of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B E Preferred Stock at the rate of six five percent (65%) per annum, resulting in annum (the holder of each share of Series B Preferred receiving a dividend of 0.06 additional “Dividend Rate”). Dividends on the shares of Series B E Preferred Stock shall commence accruing on the Original Issue Date and shall be computed on the basis of a 360-day year consisting of twelve 30-day months and shall be payable in arrears for each Calendar Quarter on the first day of the succeeding Calendar Quarter during the period beginning on the Original Issue Date (each, a “Dividend Date”) with the first Dividend Date being July 1, 2011. Prior to the payment of Dividends on a Dividend Date, Dividends on the shares of Series E Preferred Stock shall accrue at the Dividend Rate. If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Business Day immediately following such Dividend Date. Dividends shall be payable in cash on each Dividend Date. In lieu of cash, at the option of the Company, Dividends shall be payable in fully paid and non-assessable shares of Common Stock (“Dividend Shares”), provided that the resale of such Dividend Shares is registered pursuant to an effective registration statement under the Securities Act (a “PIK Dividend”). With respect to the payment of any PIK Dividend, the number of Dividend Shares to be issued in payment of such PIK Dividend with respect to each outstanding share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B E Preferred Stock shall be payable to holders of record as they appear on determined by dividing (i) the stock register amount of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date PIK Dividend (including a Series B Dividend-in-Kind Payment Date), as shall be fixed were it paid in cash) by (ii) the Board arithmetic average of Directors (a "Series B Dividend Record Date"). Except in the case Weighted Average Price of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at for each of the same time ten (10) consecutive Trading Days preceding the Dividend Date corresponding to such PIK Dividend (the “PIK Dividend Average Price”). To the extent that any PIK Dividend would result in the issuance of a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a fractional share of Common Stock as though to any Holder, then the holders amount of such fraction multiplied by the Series B Preferred Stock were the holders of PIK Dividend Average Price shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness be issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock Holder shall be entitled rounded up to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionnearest whole share).

Dividends. a. The (A) In each year the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class D Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock for that purpose, semi-annual dividends payable in cash on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable July 1 and January 1 in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving such date being referred to herein as "a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis). (B) (or if such date is not a business dayIn the case of the original issuance of shares of Class D Preferred Stock, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall begin to accrue and be cumulative and shall accrue on each share from July 1, 2005. In the case of Series B shares of Class D Preferred Stock issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of such share's issuanceissue to the next Dividend Payment Date; provided, however, that if dividends shall cease to accrue are not paid on a share of Series B Preferred Stock following any such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case then dividends shall accrue and be paid through cumulative from the Dividend Payment Date to the date of such event), no dividends shall be payable have been paid. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Class D Preferred Stock in an amount equal less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro-rata on a share-by-share basis among all such Class D Preferred shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Class D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination payment thereof. (C) Whenever dividends payable on the Class D Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the holders of Common Class D Preferred Stock of the Corporation entitled to receive such distribution. c. In the event outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets not (excluding cash dividendsi) or options or rights to purchase pay dividends on any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders common stock of the Series B Preferred Stock shall be entitled to a proportionate Corporation; or (ii) purchase or otherwise acquire for consideration any share of any such distribution the Class D Preferred Stock, unless required or as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionprovided in Section 4.

Dividends. a. The holders (a) Subject to the provisions of record this Agreement, the Amended M&AA and any applicable Laws, the Board may from time to time declare dividends and other distributions on the issued and outstanding Shares of the Company and authorize payment of the same out of the funds of the Company legally available therefor. (b) As to the dividend payment, (1) the Preferred Shares shall rank senior and prior to the Ordinary Shares and other Junior Securities, (2) the Series B Preferred Shares shall rank senior and prior to the Series A Preferred Shares and the Series A1 Preferred Shares, and (3) Series A Preferred Shares and Series A1 Preferred Shares shall rank pari passu with each other. (c) Subject to Section 7.1, the Board may from time to time declare dividends and other distributions on issued and outstanding shares of the Company and authorize payment of the same out of the funds of the Company lawfully available therefor. When and if declared by the Board, (A) each holder of the Series B Preferred Shares shall be entitled to, prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares, Series Al Preferred Shares, the Ordinary Shares and other Junior Securities, dividends carried at the rate of five percent (5%) per annum of the Original Series B Issue Price (As Adjusted) on each Series B Preferred Share held by such holder, for each year such Series B Preferred Share was issued and outstanding (or pro rata for a partial year); (B) after the payment of dividends on the Series B Dividend Record Date (as defined below) Preferred Shares in full, each holder of the outstanding Series B A Preferred Stock Shares and each holder of the Series Al Preferred Shares shall be entitled to, prior and in preference to receive dividendsany declaration or payment of any dividend on the Ordinary Shares and other Junior Securities, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends carried at the rate of six five percent (65%) per annum, resulting in annum of the holder of Original Series A Issue Price (As Adjusted) on each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on A Preferred Share held by such holder and dividends carried at the next succeeding business dayrate of five percent (5%) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue per annum of the Original Series Al Issue Price (As Adjusted) on each share of such Series B Al Preferred Stock from the date of Share held by such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, holder (as the case may be), for each year such Series A Preferred Share or such Series Al Preferred Share (as the case may be) was issued and outstanding (or pro rata for a partial year); and (C) each holder of the Preferred Shares shall have the right to participate in any distribution among other Shares or Equity Securities of the Company pro rata based on the number of Ordinary Shares held by each such holder (calculated on an as-converted basis). Dividends Unless and until any dividends or other distributions in like amount have been paid in full on the Series B Preferred Stock Shares (on an as-converted basis), the Company shall be payable to holders not declare, pay or set apart for payment, any dividend and other distributions on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of record as they appear the Company or other property. Unless and until any dividends or other distributions in like amount have been paid in full on the stock register Series A Preferred Shares and the Series Al Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend and other distributions on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Company or other property. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no The above dividends shall be payable on and accrue when, as and if declared by the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions Board and shall be made cumulative; (d) If the Company has declared or accrued but unpaid dividends with respect to any Preferred Share upon the Common Stock unless conversion of such Preferred Share as provided in Amended M&AA, then the Company shall, at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock its discretion, opt to, (i) as though agreed by the holders of such Preferred Shares to be converted, convert all such declared or accrued but unpaid dividends on such Preferred Share to be converted into the Series B Ordinary Shares pursuant to Amended M&AA at the then-effective applicable Conversion Price (as defined in the Amended M&AA) on the same basis as such Preferred Stock were the holders Share to be converted, or (ii) pay off all such dividends by cash upon conversion of the number of shares of Common Stock of the Corporation into which their respective shares of Series B such Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionShares. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The 2.1 From and after July 1, 2016 (and, for the avoidance of doubt, including July 1, 2016), the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B J Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by prior in preference to the Board holders of Directors any Junior Stock, out of funds legally available therefor. Record holders of Series B Preferred Stock , dividends on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B J Preferred Stock with respect at a rate equal to each share fifteen percent (15%) of the Series B J Original Issue Price thereof per annum plus all accumulated and unpaid dividends thereon payable when, as and if declared by the Corporation’s Board of Directors or upon a Liquidation Event, redemption, repurchase or conversion of the Series J Preferred Stock. Each such dividend shall be payable on or about each January 15 Stock (a "Series B Dividend-in-Kind “Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001Event”). Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that cumulative. All dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends accruing on the Series B J Preferred Stock shall be payable paid by the issuance of additional shares of Series J Preferred Stock (including fractional shares) in an amount equal in number to holders of record as they appear on the stock register aggregate amount of the Corporation on dividend to be paid divided by the Series J Original Issue Price (“Accruing Dividend Shares”). When Accruing Dividend Shares are issued pursuant to this Section 2.1, such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shares shall be fixed by the Board deemed to be validly issued and outstanding and fully paid and non-assessable. The amount of Directors (a "dividends payable per share of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B J Preferred Stock for any period shorter than a full year shall be computed ratably on the basis of twelve (12) thirty (30) day months and a three-hundred sixty (360) day year. Notwithstanding the foregoing, if any of the representations, warranties or agreements set forth in that certain Comfort Letter, effective March 31, 2016, from the Corporation to DMRJ Group LLC and Montsant Partners LLC is or becomes breached or is or becomes false or misleading in any respect, then the dividend rate otherwise applicable hereunder, as set forth in the preceding paragraph, shall be increased by an additional fourteen percent (14%) per annum (prorated for partial dividend periodyears), not to exceed the maximum amount (if any) permitted by law. b. 2.2 Subject to the preferences that may be applicable to any rights other Series of Senior SecuritiesPreferred Stock then outstanding, no the Corporation shall not declare, pay or set aside any dividends or other distributions shall be made with respect to the on any shares of Common Stock unless at the same time holders of the Series J Preferred Stock then outstanding shall simultaneously receive a dividend or distribution is paid with respect to all on each outstanding shares share of Series B J Preferred Stock in an amount at least equal to that dividend per share of Series J Preferred Stock as would equal the amount paid with respect to a product of (i) the dividend payable on each share of Common Stock as though the holders of the Series B Preferred Stock were the holders of and (ii) the number of shares of Common Stock issuable upon conversion of a share of Series J Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.” 3. The first sentence of Section 3.1 is hereby deleted in its entirety and replaced with the following sentence: “Subject to the preferences that may be applicable to any other Series of Preferred Stock then outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation into which their respective (a “Liquidation Event”), the holders of shares of Series B J Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Junior Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series J Original Issue Price (as defined below), plus any accrued but unpaid dividends thereon, whether or not declared, and (ii) such amount per share as would have been payable had all shares of Series J Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to such Liquidation Event.” Section 3.1 is also hereby amended by adding the following as the new last sentence thereof: “At the option of holders of a majority of the outstanding Series J Preferred Stock, (i) a consolidation or merger of the Corporation with or into another entity or person, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization do not hold at least a majority of the resulting or surviving entities voting power immediately following such consolidation, merger or reorganization (solely in respect of their equity interests), or (ii) a sale or transfer of all or substantially all of the Corporation’s assets for cash, securities or other property, shall be deemed to be a Liquidation Event.” Section 4.1 is hereby amended to add the following at the end thereof: “Notwithstanding the foregoing, with respect to any Major Transaction (as defined below) that is approved by the Corporation’s board of directors and presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or, if applicable, by written consent of stockholders in lieu of meeting) (a “Major Transaction Stockholder Vote”), each holder of outstanding shares of Series J Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series J Preferred Stock held by such holder are convertible as of the record date fixed for determining stockholders entitled to vote on such matter (irrespective of whether any such conversion would result in economic gain or loss to the determination holder) and shall be entitled to notice of any such meeting of stockholders in accordance with the By-Laws of the Corporation. Except as provided by law or as otherwise provided herein, with respect to any Major Transaction Stockholder Vote, holders of Series J Preferred Stock shall vote together with the holders of Common Stock of the Corporation entitled to receive such distributionas a single class. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.”

Dividends. a. The (a) Subject to the preferential rights of holders of record on the Series B Dividend Record Date (as defined below) any class or series of Senior Stock, holders of the outstanding shares of Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, if applicable, cumulative preferential dividends at the rate of six percent 5% per annum based on the $1,000 liquidation preference (6%as may be adjusted in accordance with Section 7) per annumwith such rate increasing by 2% on each April 1 beginning April 1, resulting in 2013, until all of the holder of each share of Series B Preferred receiving a dividend of 0.06 additional outstanding shares of Series B A Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001are redeemed as provided in Section 5. Such dividends shall be cumulative accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall accrue be payable semi-annually in arrears on or before March 31 and September 30 of each share of Series B Preferred Stock from the date of such share's issuanceyear (each a “Dividend Payment Date”); provided, however, that dividends shall cease to accrue if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on a share of Series B Preferred Stock following such share's redemption or conversion, as the case Dividend Payment Date may be. Dividends be paid on the Series B Preferred Stock shall be payable to holders of record following Business Day with the same force and effect as they appear on the stock register of the Corporation if paid on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B A Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period. b. Subject to any rights of Senior Securities” shall mean, no dividends or other distributions shall be made with respect to the Common Stock unless at first “dividend period,” the same time a dividend or distribution is paid period from and including the Original Issue Date to and including the first Dividend Payment Date, and with respect to all outstanding shares of Series B Preferred Stock in an amount equal each subsequent “dividend period,” the period from, but excluding, a Dividend Payment Date to and including the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible next succeeding Dividend Payment Date or other date as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled which accrued dividends are to receive such distributionbe calculated. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any Senior Securities, the holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, as when, as, and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative preferential dividends at the rate of six percent 5% per annum based on the $[·] per share liquidation preference (6%) per annumas may be adjusted for stock splits, resulting in recapitalizations, combinations, reclassifications and similar events which affect the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock as provided in Section 6 below) with respect such rate increasing by 2% (to each share a rate of 7% per annum) on [·], 2021, and increasing by an additional 1% (to a rate of 8% per annum) on [·], 2022 until all of the outstanding shares of Series B A Preferred StockStock are redeemed as provided in Section 6. Each such dividend Such dividends shall accrue annually from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable to holders (a) for the period from the Original Issue Date to [December 31, 2019] on or about [January 15, 2020], and (b) for each January 15 quarterly distribution period thereafter, quarterly in equal amounts in arrears on the 15th day of each [January, April, July and October] (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing on [January 15, 2020]; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date in each case and no interest or additional dividends shall be cumulative and or other sums shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period, including dividends payable for any partial Dividend Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment the applicable Dividend Record Date (as herein defined). “Dividend Record Date” shall mean the date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed designated by the Board of Directors (a "Series B Dividend Record Date"). Except in for the case payment of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue that is not more than 30 and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect not fewer than 10 days prior to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionapplicable Dividend Payment Date. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B 6% Senior Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the an annual rate of six percent 6% of the Liquidation Preference (6%) or $10.00 per annumshare, resulting subject to adjustment), payable quarterly in the holder arrears on March 31, June 30, September 30 and December 31 of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockyear, commencing March 31, 1998. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear on the stock register of the Corporation Company on such a record date, not less than 15 nor more than 60 nor less than 10 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Board. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Dividends will accumulate and be paid through cumulative from and after the date on which each share of such event), no dividends shall be 6% Senior Preferred Stock is issued. Dividends payable on the Series B 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any partial period less than a full dividend period. b. Subject period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 6% Senior Preferred Stock will not be entitled to any rights dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any securities except for Senior Dividend Securities, no if any, for any period unless full cumulative dividends shall have been paid or other distributions shall be made with respect to set apart for such payment on the Common Stock unless at 6% Senior Preferred Stock. If full dividends are not so paid, the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of 6% Senior Securities, in each such case the holders of the Series B Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all cases the amount of dividends declared per share on the 6% Senior Preferred Stock and Parity Dividend Securities bear to each other the same ratio that the accumulated dividends per share on the shares of 6% Senior Preferred Stock and Parity Dividend Securities bear to each other. No dividends may be entitled paid or set apart for such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for payment with respect thereto, if full dividends have not been paid on the 6% Senior Preferred Stock. Notwithstanding the 21 foregoing, the Company may redeem, purchase or otherwise acquire Junior Dividend Securities (a) by conversion into, exchange for, or out of the cash proceeds from the exercise of Exchange Warrants or the substantially concurrent offering of, Junior Dividend Securities or (b) in the ordinary course of business pursuant to a proportionate share the terms of any such distribution as though employee stock incentive plan adopted by the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionBoard.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) Preferred Stock, in preference to the holders of Common Stock and any subsequently designated series of Preferred Stock which is junior in right of payment to the outstanding Series B Preferred Stock Stock, shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors and out of funds legally assets which by law are available therefor. Record holders for payment of Series B dividends, and subject to the dividend rights of any subsequently designated series of Preferred Stock which is senior to or on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock parity with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders in payment preference, cumulative dividends at the rate of record as they appear on the stock register 10% per annum of the Corporation on such record date, not less than 15 nor more than 60 days preceding original issuance price of each share (or a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on pro rata portion thereof if the Series B Preferred Stock is outstanding for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time only a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders portion of the Series B Preferred Stock were year), payable at such time or times as may be determined by the holders Board of Directors, and accruing from the number of shares of Common Stock of date on which the Corporation into which their respective shares of Series B Preferred Stock are convertible as of shall be issued. Such dividends will be cumulative so that if dividends with respect to any period at the record date fixed aforesaid rate shall not have been paid upon or declared and set apart for the determination Series B Preferred Stock, the deficiency shall be fully paid and set apart before any dividends shall be paid upon or declared or set apart for the Common Stock or any such junior series of the Preferred Stock. Accumulation of dividends shall not bear interest. The holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any participate in such distribution as though dividends ratably on the holders basis of the Series B Preferred Stock were amount of all accrued but unpaid dividends on each outstanding share. All references herein to the holders issuance price of the number of shares of Common Stock of the Corporation into which their respective shares a share of Series B Preferred Stock are convertible refers to the price at which such share was issued by the Corporation, as reasonably determined by the Board of Directors, adjusted to equitably reflect any subsequent stock split, stock dividend, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionSeries B Preferred Stock.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $22.8125 per annumshare per year, resulting payable in equal amounts of $5.703125 per share quarterly in cash on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15, 2001. Such dividends shall be cumulative 1996 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series B Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights Shares in an amount less than the total amount of Senior Securities, no such dividends or other distributions at the time accrued and payable on such shares shall be made with respect to the Common Stock unless allocated pro rata on a per share basis among all such shares at the same time a dividend outstanding. The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or distribution is paid with respect to all outstanding not earned or declared, and the amount of dividends accrued on any shares of Series B Preferred Stock in an amount Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount paid with respect of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate of $22.8125 for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a share 360-day year of Common Stock twelve 30- day months. Except as though the holders of provided in these Articles, the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation Shares shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionTrust.

Dividends. a. The holders of record on the Series B Dividend Record Date (When and as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Corporation’s Board of Directors out and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall be obligated to pay preferential dividends to the holders of the Series A Preferred Stock prior and in preference to Common Stock as provided in this Section II.1. Dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue at the rate of 8% per annum, compounded quarterly, on the sum of the Series A Liquidation Preference thereof plus all accumulated and unpaid dividends thereon from and including the Date of Issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Preference of such Series A Share, plus all accrued and unpaid dividends thereon, is paid to the holder thereof in connection with the liquidation of the Corporation, (ii) the date on which such Series A Share is converted into shares of Common Stock hereunder or (iii) the date on which such Series A Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available thereforfor the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. Record To the extent not paid on March 31, June 30, September 30, and December 31 of each year, with respect to each Series A Share (the “Dividend Reference Dates”), all dividends which have accrued on each Series A Share outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed, pro rata among the holders of Series B A Preferred based upon the preferences set forth in Section II.1(a) above and based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. In the event that the Corporation declares or pays any dividends upon the Common Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind (whether payable each year in additional cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series B A Preferred Stock at the rate same time that it declares and pays such dividends to the holders of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Common Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be which would have been declared and paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders issuable upon conversion of the Series B A Preferred Stock were the holders had all of the number of shares of Common Stock of the Corporation into which their respective shares of outstanding Series B A Preferred Stock are convertible as of been converted immediately prior to the record date fixed for such dividend, or if no record date is fixed, the determination date as of which the record holders of Common Stock of the Corporation entitled to receive such distributiondividends are to be determined. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (A) In each year the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class C Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock for that purpose, semi-annual dividends payable in cash on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable July 1 and January 1 in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving such date being referred to herein as "a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis). (B) (or if such date is not a business dayIn the case of the original issuance of shares of Class C Preferred Stock, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall begin to accrue and be cumulative and shall accrue on each share from July 1, 2005. In the case of Series B shares of Class C Preferred Stock issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of such share's issuanceissue to the next Dividend Payment Date; provided, however, that if dividends shall cease to accrue are not paid on a share of Series B Preferred Stock following any such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case then dividends shall accrue and be paid through cumulative from the Dividend Payment Date to the date of such event), no dividends shall be payable have been paid. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Class C Preferred Stock in an amount equal less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro-rata on a share-by-share basis among all such Class C Preferred shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Class C Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination payment thereof. (C) Whenever dividends payable on the Class C Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the holders of Common Class C Preferred Stock of the Corporation entitled to receive such distribution. c. In the event outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets not (excluding cash dividendsi) or options or rights to purchase pay dividends on any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders common stock of the Series B Preferred Stock shall be entitled to a proportionate Corporation; or (ii) purchase or otherwise acquire for consideration any share of any such distribution the Class C Preferred Stock, unless required or as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionprovided in Section 4.

Dividends. a. The holders (a) Holders of record shares of the Series E Preferred Stock are entitled to receive, when, as and if authorized by the Board and declared by the Company, out of funds of the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.875 per annum per share). Dividends on the Series B E Preferred Stock shall accumulate daily and shall be cumulative from, and including, [July 15], 2021 and shall be payable quarterly in arrears on the 15th day of each January, April, July and October (each, a “Dividend Record Payment Date”), commencing on [October 15], 2021; provided, that if any Dividend Payment Date is not a Business Day (as defined below) of ), then the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be which would otherwise have been payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind that Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Dividend Payment Date and no interest, 2001additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends Any dividend payable on the Series B E Preferred Stock shall Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Company for the Series E Preferred Stock at the close of business on the stock register of the Corporation on such applicable record date, which shall be the last day of the quarter, whether or not less than 15 nor more than 60 days a Business Day, immediately preceding the applicable Dividend Payment Date (each, a dividend payment date (including a Series B Dividend-in-Kind “Dividend Record Date”). The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date), as . (b) No dividends on shares of Series E Preferred Stock shall be fixed authorized by the Board or paid or set apart for payment by the Company at any time when the terms and provisions of Directors (any agreement of the Company, including any agreement relating to any indebtedness of the Company, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a "Series B Dividend Record Date"). Except in breach of the case of agreement or a redemption default under Section 4 the agreement, or mandatory conversion under Section 6(c)if the authorization, below (in which case dividends shall accrue and be paid through the date of such event), no dividends payment or setting apart for payment shall be payable restricted or prohibited by law. (c) Notwithstanding anything to the contrary contained herein, dividends on the Series B E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared. No interest, or sum in lieu of interest, will be payable in respect of any partial dividend period. b. Subject payment or payments on the Series E Preferred Stock which may be in arrears, and holders of the Series E Preferred Stock will not be entitled to any rights dividends in excess of Senior Securities, no full cumulative dividends or other distributions described in Section 4(a) hereof. Any dividend payment made on the Series E Preferred Stock shall first be made credited against the earliest accumulated but unpaid dividend due with respect to the Series E Preferred Stock. (d) Except as provided in Section 4(e) hereof, unless full cumulative dividends on the Series E Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, (i) no dividends (other than in Common Shares or in shares of any series of Preferred Shares that the Company may issue ranking junior to the Series E Preferred Stock unless at as to dividends and upon liquidation) shall be declared or paid or set apart for payment upon Common Shares or Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, (ii) no other distribution shall be declared or made upon Common Shares or Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, and (iii) any Common Shares and Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for other capital stock of the Company that rank junior to the Series E Preferred Stock as to dividends and upon liquidation; provided, however, that the foregoing shall not prevent the purchase or acquisition by the Company of shares of any class or series of stock pursuant to the provisions of Article V of the Charter to preserve its status as a real estate investment trust for federal income tax purposes (“REIT”) or pursuant to a purchase or exchange offer made on the same time a dividend or distribution is paid with respect terms to holders of all outstanding shares of Series B E Preferred Stock in an amount equal to and any Preferred Shares that rank on a parity with the amount paid with respect to a share of Common Series E Preferred Stock as though the holders of to dividends or upon liquidation. (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B E Preferred Stock were and the holders of the number of shares of Common Stock any other series of Preferred Shares that rank on a parity as to dividends with the Corporation into which their respective shares of Series B E Preferred Stock, all dividends declared upon the Series E Preferred Stock are convertible and any other series of Preferred Shares that rank on a parity as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of dividends with the Series B E Preferred Stock shall be entitled to a proportionate declared pro rata so that the amount of dividends declared per share of any Series E Preferred Stock and such distribution as though other series of Preferred Shares that the holders of Company may issue shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series B E Preferred Stock were and accumulated dividends per share on such other series of Preferred Shares (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Shares do not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B E Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionwhich may be in arrears.

Dividends. a. (a) The holders of record on New Class A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, dividends at the Series B Dividend Record Date rate of three percent (as defined below3%) of the outstanding applicable New A Series Subscription Price, per annum, and no more. The holders of all series of New Class B Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for that purpose, dividends at the rate of six five percent (65%) of the applicable New B Series Subscription Price, per annum, resulting in and no more. The entitlement of the holder of each share of Series B New Class A Preferred receiving a dividend of 0.06 additional shares of Series Stock and the New Class B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend dividends shall be payable pro rata and on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001parity. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock (cumulating from the date of issuance of such share's issuance; provided, however, that dividends shall cease to accrue shares of Preferred Stock on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends day-to-day basis on the Series B Preferred Stock basis of a 360-day year), shall be compounded annually and shall be payable in arrears upon the occurrence of a Liquidation Event (as defined in Section 3 of Part Two of this Article Fourth (such date being herein referred to as the “Dividend Payment Date”). Dividends shall be paid to the holders of record of the New Class A Preferred Stock and New Class B Preferred Stock, as they their names appear on the stock share register of the Corporation on such the corresponding record datedate for the distribution. (b) If, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind on any Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series New Class A Preferred Stock and New Class B Preferred Stock were shall not have received the holders full dividends provided for in the other provisions of this Section 2, then such dividends shall cumulate, whether or not earned or declared, with additional dividends thereon until such dividends shall be paid. Unpaid dividends shall cumulate on a day-to-day basis and shall be computed on the number basis of a 360-day year. (c) So long as any shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of shall be outstanding, without the record date fixed for the determination written consent of the holders of Common Stock not less than a majority of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities shares of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B New Class A Preferred Stock shall be entitled to then outstanding, all series voting together as a proportionate share of any such distribution as though single class, and the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination written consent of the holders of Common not less than fifty five percent (55%) of the shares of New Class B Preferred Stock then outstanding, all series voting together as a single class, neither the Corporation nor any Subsidiary or affiliate of the Corporation entitled to receive such distributionshall: (i) declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise; or (ii) except as set forth in Section 3 of Part Two of this Article Fourth, make any distribution on any Junior Stock, or purchase or redeem any Junior Stock, or pay or make available any monies for a sinking fund for the purchase or redemption of any Junior Stock.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) Holders of the then outstanding shares of Series B D Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors Directors, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative preferential cash dividends at the rate of six percent 7.625% of the $25.00 liquidation preference per annum (6%) equivalent to a fixed annual amount of $1.90625 per annumshare). Such dividends shall be cumulative from [ • ], resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend 20211 and shall be payable quarterly in arrears on or about before January 15, April 15, July 15 and October 15 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year or, if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15day (each, 2001a “Dividend Payment Date”). Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends Any dividend payable on the Series B D Preferred Stock for any partial dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date)which shall be the last day of each of March, June, September and December, as shall be fixed by the Board of Directors case may be, immediately preceding the applicable Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except in . (b) No dividends on shares of Series D Preferred Stock shall be declared by the case Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a redemption under Section 4 breach thereof or mandatory conversion under Section 6(c)a default thereunder, below or if such declaration or payment shall be restricted or prohibited by law. (in which case c) Notwithstanding the foregoing, dividends on the Series D Preferred Stock shall accrue whether or not the terms and be paid through provisions set forth in Section 3(b) hereof at any time prohibit the date current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such event)dividends and whether or not such dividends are declared. Accrued but unpaid dividends on the Series D Preferred Stock shall accumulate as of the Dividend Payment Date on which they first become payable. (d) Except as provided in Section 3(e) hereof, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no (other than dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective or dividends in shares of Series B any series of Preferred Stock are convertible ranking junior to the Series D Preferred Stock as of to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the record date fixed for the determination of the holders of Common Stock, or any Preferred Stock of the Corporation entitled ranking junior to receive such distribution. c. In the event the Corporation shall declare or on a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of parity with the Series B D Preferred Stock as to dividends or upon liquidation, nor shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock, or any shares of Preferred Stock of the Corporation into which their respective shares of ranking junior to or on a parity with the Series B D Preferred Stock are convertible as of the record date fixed to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the determination redemption of any such shares) by the holders of Common Stock Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series D Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter). (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series D Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series D Preferred Stock and the shares of any other series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and the shares of any other series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and the shares of any other series of Parity Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series D Preferred Stock which may be in arrears. 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). (f) Any dividend payment made on shares of the Series D Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Holders of Series D Preferred Stock shall not be entitled to receive such distributionany dividend, whether payable in cash, property or stock in excess of full cumulative dividends on the Series D Preferred Stock as described above.

Dividends. a. The (a) Subject to the preferential rights of holders of record any class or series of Senior Stock, holders of the Series 1 Preferred Stock shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cash dividends at the rate of 5.50% per annum of the initial stated value of $1,000 per share (the "Stated Value") (equivalent to a fixed annual rate of $55.00 per share); provided, however, that, Qualified Purchasers shall be entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the Stated Value (equivalent to a fixed annual rate of $57.50 per share) until April 7, 2018, at which time, such dividend rate will revert automatically to 5.50% per annum of the Stated Value; provided further, however, that if a Listing Event has not occurred by April 7, 2018, the annual dividend rate on each share of Series 1 Preferred Stock will be increased to 7.00% of the Stated Value (equivalent to a fixed annual rate of $70.00 per share) until the occurrence of a Listing Event, at which time, the dividend rate on each share of Series 1 Preferred Stock will revert automatically to 5.50% per annum of the Stated Value. The dividends on each share of Series 1 Preferred Stock shall be cumulative from the first date on which such shares of Series 1 Preferred Stock is issued and shall be payable monthly on the Series B Dividend Record Date (as defined below) 12th day of the outstanding month following the month for which the dividend was declared or, if not a business day, the next succeeding business day (each, a "Dividend Payment Date"); provided, that, no holder of any shares of Series B 1 Preferred Stock shall be entitled to receive dividends, as and when declared by any dividends paid or payable on the Board of Directors out of funds legally available therefor. Record holders of Series B 1 Preferred Stock on with a Series B Dividend Record Payment Date shall be entitled to one dividend-in-kind payable each year in additional before the date such shares of Series B 1 Preferred Stock at are issued. Any dividend payable on the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B 1 Preferred Stock with respect to each share for any partial dividend period shall be computed ratably on the basis of Series B Preferred Stocka 360-day year consisting of twelve 30-day months. Each such dividend Dividends shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable in arrears to holders of record as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date the 24th day of each month (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except The term "business day" shall mean any day, other than Saturday, Sunday, or a day on which banking institutions in the case State of New York are authorized or obligated by law to close, or a redemption under Section 4 day which is or mandatory conversion under Section 6(cis declared a national or a New York state holiday. (b) Holders of Series 1 Preferred Stock shall not be entitled to any dividends in excess of cumulative dividends, as herein provided, on the Series 1 Preferred Stock. Any dividend payment made on the Series 1 Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. (c) No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series 1 Preferred Stock that may be in arrears. (d) When dividends are not paid in full upon the Series 1 Preferred Stock or any other class or series of Parity Stock, or a sum sufficient for such payment is not set apart, all dividends declared upon the Series 1 Preferred Stock and any shares of Parity Stock shall be declared ratably in proportion to the respective amounts of dividends accumulated, accrued and unpaid on the Series 1 Preferred Stock and accumulated, accrued and unpaid on such Parity Stock (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Parity Stock does not have a cumulative dividend). (e) Except as set forth in the preceding paragraph, below (in which case unless full cumulative dividends shall accrue equal to the full amount of all accumulated, accrued and be paid through unpaid dividends on the date of such event)Series 1 Preferred Stock have been, or are concurrently therewith, declared and paid, or declared and set apart for payment, for all past dividend periods, no dividends (other than dividends or distributions paid in shares of Junior Stock or options, warrants or rights to subscribe for or purchase shares of Junior Stock) shall be payable on declared and paid or declared and set apart for payment by the Series B Preferred Stock for any partial dividend period. b. Subject to any rights Corporation and no other distribution of Senior Securities, no dividends cash or other distributions shall property may be made declared and made, directly or indirectly, by the Corporation with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding any shares of Series B Preferred Junior Stock in an amount equal to the amount paid with respect to or Parity Stock, nor shall any shares of Junior Stock or Parity Stock be redeemed, purchased or otherwise acquired (other than a share redemption, purchase or other acquisition of Common Stock as though the holders made for purposes of an equity incentive or benefit plan of the Series B Preferred Stock were Corporation) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such stock), directly or indirectly, by the Corporation (except by conversion into or exchange for shares of Junior Stock, or options, warrants or rights to subscribe for or purchase shares of Junior Stock), nor shall any other cash or other property be paid or distributed to or for the benefit of holders of the number of shares of Common Junior Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionor Parity Stock. c. In (f) Notwithstanding the event foregoing provisions of this Section 4, the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation not be prohibited from (i) declaring or paying or setting apart for payment any dividend or other personsdistribution on any shares of Junior Stock or Parity Stock, assets or (excluding cash dividendsii) redeeming, purchasing or options otherwise acquiring any Junior Stock or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior SecuritiesParity Stock, in each case, if such case declaration, payment, setting apart for payment, redemption, purchase or other acquisition is necessary in order to comply with the holders restrictions on transfer and ownership set forth in Article VI of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionCharter.

Dividends. a. The Out of any assets of the corporation available for dividends, the holders of record on the 6 1/8% Series B Dividend Record Date (as defined below) of the outstanding Series B Class A Preferred Stock shall be entitled to receive dividendsreceive, from and after the date the 6 1/8% Series Class A Preferred Stock is issued, but only when, as and when if declared by the Board of Directors out Directors, dividends at a rate of funds legally available therefor6 1/8% per annum of the $25 par value of such shares. Record Such holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends at the said rate of six percent (6%) per annumso fixed, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockand no more. Each such dividend Dividends declared shall be payable quarterly on or about January 1, April 1, July 1 and October 1 in each January 15 year (each, a "Series B Dividend-in-Kind Dividend Payment Date") (or if ), commencing on October 1, 2006, to stockholders of record on a date not more than 30 days prior to such date payment date, as may be determined by the Board of Directors of the corporation. If a Dividend Payment Date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall related dividend (if declared) will be paid on the next succeeding business day) beginning day with the same force and effect as though paid on January 15the Dividend Payment Date, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock without any increase to account for the period from such Dividend Payment Date through the date of such share's issuance; provided, however, that dividends shall cease to accrue actual payment. Dividends payable on a share of the 6 1/8% Series B Class A Preferred Stock following for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such share's redemption period. Dividends on the 6 1/8% Series Class A Preferred Stock shall be non-cumulative and, accordingly, if the Board of Directors of the corporation does not declare a dividend or conversiondeclares less than a full dividend on the 6 1/8% Series Class A Preferred Stock for a quarterly dividend period, holders of the 6 1/8% Series Class A Preferred Stock will have no right to receive a dividend or the full dividend, as the case may be. Dividends on , for that period, and the Series B Preferred Stock shall be payable corporation will have no obligation to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding pay a dividend payment date (including a Series B Dividend-in-Kind Payment Date)for that period, as shall be fixed by whether or not the Board of Directors (a "Series B Dividend Record Date"). Except corporation pays dividends in full or has sufficient funds to pay dividends in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodfuture. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $2.34375 per annumshare per year, resulting payable in equal amounts of $.5859375 per share quarterly in cash on the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business fifteenth day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on or the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15July 17, 2001. Such dividends shall be cumulative 1995 (each such day being hereinafter called a "Quarterly Dividend Date" and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series A Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B A Preferred Stock for any partial dividend period. b. Subject to any rights Shares in an amount less than the total amount of Senior Securities, no such dividends or other distributions at the time accrued and payable on such shares shall be made with respect to the Common Stock unless allocated pro rata on a per share basis among all such shares at the same time a dividend outstanding. The amount of any dividends accrued on any Series A Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or distribution is paid with respect to all outstanding not earned or declared, and the amount of dividends accrued on any shares of Series B A Preferred Stock in an amount Shares at any date other than a Quarterly Dividend Date shall be equal to the amount paid with respect to a share of Common Stock as though the holders sum of the Series B Preferred Stock were amount of any unpaid dividends accumulated thereon, to and including the holders last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the number annual dividend rate of shares of Common Stock of $2.34375 for the Corporation into which their respective shares of Series B Preferred Stock are convertible period after such last preceding Quarterly Dividend Date to and including the date as of which the record date fixed for the determination calculation is made based on a 360-day year of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable twelve 30-day months. Except as provided in securities of other personsthese Articles, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B A Preferred Stock Shares shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionTrust .

Dividends. a. The holders (1) Holders of record on shares of the Series B Dividend Record Date F Preferred Stock are entitled to receive, when, as, and if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available for the payment of dividends, cumulative cash dividends at the rate of 6.70% of the Liquidation Preference (as defined below) per annum per share (equivalent to an annual rate of $1.675 per share). Dividends on the outstanding Series B F Preferred Stock shall accrue daily, shall accrue and be entitled to receive dividendscumulative from [___], as 2013 (the “Original Issue Date”) and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable monthly in arrears on or about the 15th day of each January 15 month (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing [___] 15, 2013; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date and no interest or additional dividends shall be cumulative and or other sum shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B F Preferred Stock Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the dividend per share payable on the first Dividend Payment Date, which shall be [___] 15, 2013, will be equal to the sum of (1) the regular monthly dividend per share plus (2) the pro rated portion of the regular monthly dividend per share which shall be calculated based on the number of days from and including the Original Issue Date to but excluding [___] 15, 2013 (computed on the basis of a 360-day year consisting of twelve 30-day months). Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed by the Board first day of Directors the calendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a "Series B “Dividend Record Date"”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for Notwithstanding any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect provision to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock contrary contained in an amount equal to the amount paid with respect to a share of Common Stock as though the holders these terms of the Series B F Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares Stock, each outstanding share of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B F Preferred Stock shall be entitled to receive, and shall receive, a proportionate dividend with respect to any Dividend Record Date equal to the greatest amount payable as a dividend with respect to any other share of any such distribution as though the holders of the Series B F Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled is outstanding on such date. The dividends payable on any Dividend Payment Date shall include dividends accrued to receive but excluding such distributionDividend Payment Date.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall will be entitled to receive dividendsin preference to the holders of any Junior Stock, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for the payment thereof, dividends at the annual rate of six percent 8% of Liquidation Value (6%as defined below). Such dividends will be cumulative, will accumulate (whether or not declared) per annumfrom the date of issuance (the "Issue Date") and will be payable on the last day of each calendar quarter (each such date being a "dividend payment date" and each such quarterly period being a "dividend period"), resulting commencing September 30, 1998. The dividend amount payable in the holder respect of each share of Series B A Preferred receiving Stock on each dividend payment date (the "Dividend Amount") will be computed by multiplying the applicable annual percentage rate set forth above by a fraction the numerator of which will be the number of days in the applicable dividend period and the denominator of 0.06 which will be 365 and multiplying the amount so obtained by the Liquidation Value. (b) Dividends with respect to the Series A Preferred Stock may, at the election of the Company, be paid in cash or in kind by the issuance of additional shares of Series B A Preferred Stock with respect to each share the holders entitled hereto. The number of shares of Series B A Preferred Stock. Each such Stock remitted to the holders in any dividend payment shall be payable on or about each January 15 equal to the Dividend Amount divided by the Liquidation Value (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayas defined in Section 4 below). Notwithstanding anything to the contrary herein, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share issuance of shares of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock for any partial dividend periodthe payment of dividends shall not require the vote of the holders of Series A Preferred Stock. b. Subject to any rights of Senior Securities, no (c) All dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B A Preferred Stock were to Section 3(a) hereof will be paid pro rata to the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionthereto. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders (a) Each Holder of record on Series P Preferred Stock, in preference and priority to the Holders of all other classes of stock other than Holders of the Company’s Series M Convertible Preferred Stock (the “Series M Preferred”) and the Series B Dividend Record Date (as defined below) of the outstanding Series B Q Convertible Preferred Stock (the “Series Q Preferred”), shall be entitled to receive receive, with respect to each share of Series P Preferred Stock then outstanding and held by such Holder of Series P Preferred Stock, dividends, as and when declared by commencing from the Board date of Directors out issuance of funds legally available therefor. Record holders such share of Series B P Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock Stock, at the rate of eight percent (8%) per annum of the Series P Stated Value (the “Series P Preferred Dividends”); provided, however, that from and after the Company’s issuance of not less than 36,000,000 shares of Series Q Preferred, the Series P Preferred dividend rate shall be reduced to six percent (6%) per annum. The Series P Preferred Dividends shall be cumulative, resulting whether or not earned or declared, and shall be paid quarterly in arrears on the holder first day of February, May, August and November in each share year. At the election of the Company, the Series P Preferred Dividends shall be paid by (a) issuing each Holder of Series B P Preferred receiving a dividend Stock such number of 0.06 additional shares of Series B P Preferred Stock with respect equal to each share the Series P Preferred Dividend divided by the Series P Stated Value (“PIK Shares”), or (b) cash out of legally available funds therefor. Any election by the Company to pay dividends in shares of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B P Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions cash shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid uniformly with respect to all outstanding shares of Series B P Preferred Stock in an amount equal to the amount for a given dividend period. (b) No dividends shall be paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of on any Common Stock of the Corporation into which their respective Company or any other capital stock of the Company other than the Series M Preferred and the Series Q Preferred during any fiscal year of the Company until all outstanding Series P Preferred Dividends (with respect to the current fiscal year and all prior fiscal years) shall have been paid or declared and set apart for payment to the Holders of Series P Preferred Stock. (c) In the event that the Company shall at any time pay a dividend on the Common Stock or any other class or series of capital stock of the Company other than the Series M Preferred and the Series Q Preferred, the Company shall, at the same time, pay to each Holder of Series P Preferred Stock a dividend equal to the dividend that would have been payable to such Holder if the shares of Series B P Preferred Stock are convertible as held by such Holder had been converted into Common Stock on the date of the record date fixed for the determination of the holders Holders of Common Stock of the Corporation entitled to receive such distributiondividends. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B H Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B H Preferred Stock, when, as and if declared by the Board of Directors, out of the assets of the Company legally available therefor, cumulative preferential dividends for each Dividend Period calculated based on the then effective Liquidation Preference per share at the rate per annum equal to the greater of (i) the Common Equivalent Rate with respect to such Dividend Period and (ii) the Accrual Rate. (b) Prior to [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in shares of Series I Preferred Stock. Each On and after [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in cash; provided, that such dividends shall be payable in shares of Series I Preferred Stock to the extent that the terms of the Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payments of such dividends in cash. The number of shares of Series I Preferred Stock to be issued in circumstances when dividends are paid with shares of Series I Preferred Stock shall equal the amount of the dividend to be paid in shares of Series I Preferred Stock divided by the then effective Liquidation Preference per share of the Series I Preferred Stock, rounded down to the nearest full share after taking into account all shares of Series H Preferred Stock owned by the holder thereof. All shares of Series I Preferred Stock issued as a dividend on the Series H Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof. (c) Dividends shall be payable in arrears on each March 31, June 30, September 30 and December 31, unless such day is not a Business Day, in which event such dividends shall be payable on or about the next succeeding Business Day (each January 15 (such date being hereinafter referred to as a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day), commencing on the dividends due on such Series B Dividend-in-Kind first Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share in respect of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B H Preferred Stock following which is at least seven days after the issuance thereof. For shares of Series H Preferred Stock issued on _________, 1999 (the "Issue Date"), the first dividend payment shall be for the period from and including the Issue Date to but excluding the date of the first Dividend Payment Date, and each dividend payment thereafter shall be for the period from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. For shares of Series H Preferred Stock issued subsequent to the Issue Date, the first dividend payment shall be for the period from and including the date of issuance thereof to but excluding the date of the first Dividend Payment Date thereafter, and each dividend payment thereafter shall be for the period from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. Each quarterly period beginning on January 1, April 1, July 1 and October 1 in each year and ending on and including the day next preceding the first day of the next such share's redemption or conversion, as quarterly period shall be a "Dividend Period". The amount of dividends payable for each full Dividend Period shall be computed by dividing the case may beannual dividend rate by four. Dividends (or amounts equal to accrued and unpaid dividends) payable on Series H Preferred Stock for any period less than a full quarterly Dividend Period will be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period less than one month. The record date for determination of holders of Series B H Preferred Stock entitled to receive payment of a dividend or distribution declared thereon shall be, with respect to the dividend payable on March 31, June 30, September 30 and December 31 of each year, the preceding March 1, June 1, September 1 and December 1, respectively, or such other record date as shall be fixed by the Board of Directors which record date shall be no less than 30 and no more than 60 calendar days prior to the date fixed for the payment thereof. Dividends and distributions shall be payable to holders of record as they shall appear on the stock register records of the Corporation Company on such the applicable record date, . Dividends on account of arrears for any particular Dividend Period in which dividends were not less than 15 nor more than 60 days preceding a dividend payment date paid on the applicable Dividend Payment Date (including as a result of the rounding down of the number of shares of Series B Dividend-in-Kind I Preferred Stock issuable in the payment of dividends as provided above in Section 3(b)) shall be added to the then effective Liquidation Preference on the relevant Dividend Payment Date), as . Any amounts so added to the then effective Liquidation Preference shall be fixed subject to reduction as provided below in Section 3(d). (d) An amount equal to accrued and unpaid dividends for any past Dividend Period may be declared and paid (in shares of Series I Preferred Stock or in cash as provided above in Section 3(b)) on any subsequent Dividend Payment Date to all holders of record on the record date relating to such subsequent Dividend Payment Date. Each such payment shall automatically reduce the then effective Liquidation Preference per share by an amount equal to the aggregate amount of such payment divided by the Board number of Directors shares of Series H Preferred Stock outstanding on the record date relating to such subsequent Dividend Payment Date; provided, however, that the Liquidation Preference shall not be reduced below $10,000 per share. (e) Dividends on the Series H Preferred Stock will accrue, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared, on a "daily basis. Dividends will cease to accrue in respect of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through H Preferred Stock on the date of the conversion or redemption thereof. (f) Dividends paid on the shares of Series H Preferred Stock in an amount less than the total amount of such event), no dividends at the time accrued and payable on such shares shall be payable allocated pro rata on a share-by-share basis among all such shares at the time outstanding, and any remainder not paid as provided above shall be added to the Liquidation Preference as provided above in Section 3(c). (g) As long as any Series B H Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesis outstanding, no dividends or other distributions shall (other than dividends or other distributions payable in shares of, or warrants, rights or options exerciseable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection with any such dividends) will be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to on any Junior Securities unless: (i) full cumulative dividends on all outstanding shares of Parity Securities and Series B H Preferred Stock in an amount equal have been paid, or declared and set aside for payment, for all Dividend Periods terminating on or prior to the amount payment date of such dividend or distribution and for the current Dividend Period; (ii) the Company has paid or set aside all amounts, if any, then or theretofore required to be paid or set aside for all purchase, retirement and sinking funds, if any, for any outstanding shares of Parity Securities; and (iii) the Company is not in default of any of its obligations to redeem any outstanding shares of Parity Securities or Series H Preferred Stock. (h) As long as any Series H Preferred Stock is outstanding, no shares of any Junior Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except in connection with respect to a reclassification or exchange of any Junior Securities through the issuance of shares of, or warrants, rights or options exerciseable for or convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith) or the purchase, redemption or other acquisition of any Junior Securities with any shares of, or warrants, rights or options exerciseable for or convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith)), nor may any funds be set aside or made available for any sinking fund for the purchase or redemption of any Junior Securities. (i) As long as any Series H Preferred Stock is outstanding, no dividends or other distributions (other than dividends or other distributions payable in shares of, or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection with any such dividends) will be paid on any Parity Securities unless such dividends or other distributions are declared and paid pro rata so that the amounts of any such dividends or other distributions declared and paid per share on outstanding Series H Preferred Stock and each other share of Common such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other. (j) As long as though any Series H Preferred Stock is outstanding, no shares of any Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except with shares of, or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection therewith) unless the Series H Preferred Stock and such Parity Securities are purchased, redeemed or otherwise acquired pro rata so that the Fair Market Value of the consideration applied to the purchase, redemption or other acquisition of each share of Series H Preferred Stock and each other share of such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other. (k) Subject to the provisions described above, such dividends or other distributions (payable in cash, property or Junior Securities) as may be determined from time to time by the Board of Directors may be declared and paid on the shares of any Junior Securities and/or Parity Securities and from time to time Junior Securities and/or Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries. In the event of the declaration and payment of any such dividends or other distributions, the holders of such Junior Securities and/or Parity Securities, as the Series B Preferred Stock were case may be, will be entitled, to the exclusion of holders of the number of shares of Common Stock of the Corporation into which any outstanding Series H Preferred Stock, to share therein according to their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributioninterests. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall not be entitled to receive dividends, as dividends unless and when declared by until the Board of Directors declares a dividend in respect of the Common Stock out of funds legally available funds therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that no dividends shall cease be declared or paid upon the Common Stock (other than dividends payable upon the Common Stock solely in additional shares of Common Stock, provided that an appropriate adjustment in the Conversion Price is made under Section 6(a) hereof) or any other stock ranking on liquidation junior to accrue the Series A Preferred Stock (such stock being referred to hereinafter collectively as "Junior Stock") unless (i) after the payment of the dividend on the Common Stock and Junior Stock (and the simultaneous dividend on the Series A Preferred Stock) the Corporation's net worth exceeds the aggregate liquidation preference of the Series A Preferred Stock (provided that this clause (i) shall not apply if the dividend is approved by the holders of a majority of the outstanding shares of Series A Preferred Stock) and (ii) there shall be simultaneous declaration or payment, as applicable, of a dividend upon the Series A Preferred Stock. (b) In the case of any dividend being declared upon the Common Stock, the dividend which shall be declared upon each share of Series A Preferred Stock as a condition to such dividend upon the Common Stock shall be equal in amount to the dividend payable upon that number of shares of Common Stock acquirable upon conversion of a share of Series B A Preferred Stock following immediately before the declaration of such share's redemption or conversiondividend, as the case may be. Dividends with such conversion being based on the Series B Preferred Stock shall be payable to holders then applicable Conversion Price determined in accordance with Section 6 as of the record as they appear date for the declaration of such dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Common Stock. (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in c) In the case of a redemption under Section 4 or mandatory conversion under Section 6(c)any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, below (in the amount of the dividend which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the declared upon each share of Series B A Preferred Stock for any partial as a condition to such dividend period. b. Subject to any rights of Senior Securitieson Junior Stock, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of divided by the number of shares of Common Stock acquirable upon conversion of a share of Series A Preferred Stock, shall equal the amount of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in dividend declared upon each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders class of the Series B Preferred Stock were the holders of Junior Stock, divided by the number of shares of Common Stock acquirable upon conversion of a share of such class of Junior Stock, in each case assuming such conversion occurred immediately before the declaration of such dividend. (d) No dividend shall be declared or paid upon any class of Junior Stock (other than Common Stock) that is not convertible into Common Stock without the consent of holders of at least a majority of the Corporation into which their respective outstanding shares of Series B A Preferred Stock. (e) Holders of shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation shall be entitled to receive share equally, share for share, in all such distributiondividends declared upon the Series A Preferred Stock.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if dividends are declared by the Board of Directors Directors, or any duly authorized committee thereof, dividends at the rate of US$0.80 per annum per share of Preferred Stock, to be payable in cash out of funds legally available therefortherefor on each Dividend Payment Date, as set forth below. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall Declared dividends will be payable on or about [ ], [ ], [ ] and [ ] of each January 15 year (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or if ”), beginning on the first such date to occur after the Issue Date. If any of those dates is not a business dayBusiness Day, the then such dividends due on such Series B Dividend-in-Kind Payment Date shall will be paid payable on the next succeeding business day) beginning Business Day. The dividends payable on January 15, 2001. Such dividends shall be cumulative and shall any Dividend Payment Date will accrue on each share of Series B Preferred Stock from the date of such share's issuance; providedlast Dividend Payment Date or, howeverprior to the first Dividend Payment Date, that the Issue Date. Declared dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear in the Company’s stock records at the close of business on the date which is 30 days prior to the Dividend Payment Date; provided, that if any such date is not a Business Day, then to the holders of record on the next succeeding Business Day (each, a “Dividend Payment Record Date”). Dividends payable on the shares of Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Dividends on the Convertible Preferred Stock are cumulative. If the Board of Directors or any authorized committee thereof fails to declare a dividend to be payable on a Dividend Payment Date, the dividend will accumulate on that Dividend Payment Date until declared and paid or will be forfeited upon conversion, except under the circumstances described in Section 7(c) and 7(f). (c) The Company shall not be obligated to pay holders of Preferred Stock any interest or sum of money in lieu of interest on any dividend not paid on a Dividend Payment Date or any other late payment. If the Board of Directors or an authorized committee thereof does not declare a dividend for any Dividend Payment Date, the Board of Directors or an authorized committee thereof may declare and pay the dividend on any subsequent date, whether or not a Dividend Payment Date. The persons entitled to receive the dividend in such case will be holders of Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed selected by the Board of Directors or an authorized committee thereof. That date must not (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through a) precede the date the Board of such event), no dividends shall Directors or an authorized committee thereof declares the dividend payable or (b) be payable on the Series B Preferred Stock for any partial dividend periodmore than 60 days prior to that Dividend Payment Date. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. (a) The holders of shares of Series B Stock shall be entitled to receive dividends at the rate of $0.225 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall commence upon issuance and shall be payable when, as and if declared by the Board of Directors, in preference to any dividend to any other shares of Preferred Stock or Common Stock, and shall be cumulative. Dividends shall be paid quarterly on June 30, September 30, December 31 and March 31, commencing June 30, 1997, to holders of record as of the close of business five business days before the dividend payment date. (b) No dividends (other than those payable solely in the Common Stock of the Corporation) shall be paid on any other shares of Preferred Stock or Common Stock of the Corporation during any fiscal year of the Corporation until dividends, combinations or splits with respect to such shares) on the Series B Dividend Record Date (as defined below) Stock shall have been paid or declared and set apart during that fiscal year and any prior year in which dividends accumulated but remain unpaid. Following any such payment or declaration, the holders of the outstanding Series B any other shares of Preferred Stock and Common Stock shall be entitled to receive dividends, as and when declared by the Board of Directors payable out of funds legally available therefor. Record , when, as and if declared by the Board of Directors. (c) No right shall accrue to holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at by reason of the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, fact that dividends on said shares are not declared in any prior year, nor shall cease to any undeclared or unpaid dividend bear or accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beany interest. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock are entitled to receive stated cash dividends from the corporation at the an annual rate of six percent (6%) $0.60 per annumshare, resulting in and no more, subject to declaration by the holder Board of each share Directors, at its sole discretion, from funds legally available for the payment of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may bedividends. Dividends on the Series B Preferred Stock shall will not be cumulative on a year-to-year basis. Dividends will be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed are declared by the Board of Directors (a "Series B Dividend Record Date"). Except in the case at such time or times as it elects, and no holder of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock will have any right to receive any dividend unless and until that dividend has been declared by the Board of Directors. The stated annual dividend may be declared and paid in increments during each calendar year. In connection with each dividend payment, the Board of Directors may set a record date in advance of the payment date for any partial dividend period. b. Subject to any rights the purpose of Senior Securities, no dividends or other distributions shall be made with respect to determining the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding holders of shares of Series B Preferred Stock who are entitled to receive that dividend. No cash dividend shall be declared or paid during any calendar year on the corporation’s common stock unless and until there shall have been paid in an amount equal full to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders (or set apart for purposes of the number of shares of Common Stock of the Corporation into which their respective such payment), without preference or priority as between such shares of Series B Preferred Stock are convertible or, except as provided below with respect to the corporation’s Series A Preferred Stock, as to any other series of Preferred Stock, not less than a pro rata portion of the record stated annual dividend thereon for that calendar year, at the rate provided therefor, through the date fixed for on which the determination corporation proposes to pay the cash dividend on the common stock. Shares of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall not participate in dividends paid with respect to any other class or series of the corporation’s capital stock. No cash dividend shall be entitled paid during any calendar year on either the corporation’s Series A or Series B Preferred Stock unless and until there shall have been paid in full to a proportionate share of any such distribution as though the holders of the other such Series B of Preferred Stock were (or declared and set apart for purposes of such payment), without preference or priority as between the holders of shares included in such other series, a cash dividend in an amount per share that bears the number of shares of Common Stock of same proportionate relationship to the Corporation into which their respective shares of Series B Preferred Stock are convertible stated annual dividend on such other series as of the record date fixed for amount proposed to be paid per share on the determination of first series bears to the holders of Common Stock of the Corporation entitled to receive such distributionstated annual dividend on that first series.

Dividends. a. The holders Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors or a duly authorized committee thereof out of funds of the Corporation legally available therefor. Record holders for payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative cash dividends at the rate of six percent 6.49% per annum per share on the initial liquidation preference of $100.00 per share (6%) equivalent to $6.49 per annum, resulting in the holder of each annum per share of Series B A Preferred receiving a dividend of 0.06 additional shares of Stock). Dividends on the Series B A Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each January 15 year, commencing [September 30, 1999] (each a "Series B Dividend-in-Kind Dividend Payment Date") (). If any date on which dividends would otherwise be payable is a Saturday, Sunday or if a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close, then the dividends otherwise payable on such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall instead be paid payable on the next succeeding business day) beginning . Dividends on January 15, 2001. Such dividends shares of the Series A Preferred Stock shall be fully cumulative and shall accrue accumulate (whether or not earned or declared and whether or not the Corporation has funds legally available for the payment of dividends), on each share of Series B Preferred Stock a daily basis, without interest, from the previous Dividend Payment Date, except that the first dividend shall accrue, without interest, from the date of such share's issuance; provided, however, that initial issuance of the Series A Preferred Stock. Accumulated and unpaid dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benot bear interest. Dividends on the Series B Preferred Stock shall be payable payable, in arrears, to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed the 15th day of the calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board of Directors (a "Series B of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Record Payment Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B A Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends period that is shorter or other distributions longer than a full quarterly period shall be made with respect computed on the basis of a 360-day year consisting of twelve 30-day months. If, prior to 18 months after the Common Stock unless at date of the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders original issuance of the Series B A Preferred Stock, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that change the percentage of the dividends received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends Received Percentage"), the amount of each dividend payable (if declared) per share of Series A Preferred Stock were for dividend payments made on or after the holders effective date of such change in the Code will be adjusted by multiplying the amount of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution dividend payable in securities of other persons, evidences of indebtedness issued described above (before adjustment) by the Corporation or other personsfactor determined by the following formula (the "DRD Formula"), assets and rounding the result to the nearest cent (excluding cash dividendswith one-half cent rounded up): 1- . 35(1-.70) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.------------- 1- .35(1-DRP)

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting dividends in the holder of each same amount per share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the as dividends due on such Series B Dividend-in-Kind Payment Date shall be are paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares (treating each share of Series B A Preferred Stock in an amount as being equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares each such share of Series B A Preferred Stock are convertible could be converted pursuant to the provisions of Article 6 hereof, with such number determined as of the record date fixed for the determination of the holders Holders of Common Stock of the Corporation entitled to receive such distributiondividend). c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividendsb) or options or rights to purchase As long as any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders shares of the Series B A Preferred Stock are Outstanding, no dividends shall be entitled declared or paid or set apart for payment on Pari Passu Securities for any period unless dividends in the same amount per share as dividends are paid with respect to the Series A Preferred Stock and Common Stock (with the Series A Preferred Stock being treated along with the Common Stock in accordance with the requirements of Section 4.1(a)) have been or contemporaneously are declared and paid or declared and a proportionate share of sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Stock. (c) As long as any such distribution as though the holders shares of the Series B A Preferred Stock were are outstanding, no dividends shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Securities (other than the holders of the number Common Stock) nor shall any Junior Securities be redeemed, purchased or otherwise acquired [other than a redemption, purchase or other acquisition of shares of Common Stock made for purposes of an employee agreement, or incentive or benefit plan (including a stock option plan), of the Corporation into which their respective or any subsidiary (all such dividends, distributions, redemptions or purchases being hereinafter referred to as a "Junior Securities Distribution")] for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation, directly or indirectly, unless in each case an equal amount of Junior Securities Distribution per share as dividends, distributions, redemptions or purchase amounts are paid with respect to the Series B A Preferred Stock, any Pari Passu Securities and the Common Stock (with the Series A Preferred Stock are convertible as of being treated along with the record date fixed for the determination of the holders of Common Stock in accordance with the requirements of the Corporation entitled to receive such distributionSection 4.1(a)).

Dividends. a. The holders (a) Subject to the rights of record Holders of any class of capital stock ranking senior to the Series A-1 Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors and to the extent lawful, cumulative dividends at a rate per year of 5.250% of the Initial Liquidation Preference (equivalent to $5.25 per year per share of Series A-1 Preferred Stock), payable in cash, by delivery of shares of Common Stock or by delivery of any combination of cash and shares of Common Stock, as determined by the Corporation in its sole discretion (subject to the limitations described in Section 4). Declared dividends on the Series B Dividend Record Date (as defined below) of the outstanding Series B A-1 Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not declared or in any Dividend Period or Dividend Periods, as the case may be, there have been funds or shares of Common Stock legally available for the payment of such dividends. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders on the Regular Record Date immediately preceding such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Series A-1 Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of such delay. Dividends payable on shares of Series A-1 Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Series A-1 Preferred Stock for any period other than a full Dividend Period shall be based on the number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Series A-1 Preferred Stock shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date. (b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Series A-1 Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods shall have been declared and paid, or declared and a sufficient sum has been set apart for the payment of such dividends, upon all outstanding shares of Series A-1 Preferred Stock. No dividend shall be paid unless and until the Board of Directors declares a dividend payable with respect to the Series A-1 Preferred Stock. (c) Holders shall not be entitled to receive any dividends on the Series A-1 Preferred Stock, whether payable in cash, shares of Common Stock or any combination thereof, in excess of full cumulative dividends. (i) So long as any share of Series A-1 Preferred Stock remains outstanding: (A) no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock, except dividends payable solely in shares of Common Stock; (B) no dividend or distribution shall be declared or paid on Parity Stock, except as set forth in this Section 3(d); and (C) no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries, unless all accrued and when unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series A-1 Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the Holders on the applicable Regular Record Date). (ii) The limitations set forth in Section 3(d)(i) shall not apply to: (A) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases of shares of Common Stock in lieu of tax withholding and purchases of shares of Common Stock to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan); provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (B) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (C) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Corporation or any of its Subsidiaries), including as trustees or custodians; and (D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares. When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon the Series A-1 Preferred Stock and any shares of Parity Stock, all dividends declared on Series A-1 Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series A-1 Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation lawfully available and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), the Corporation will provide a 10 Business Days’ written notice to the Holders prior to such Dividend Payment Date. Subject to the foregoing, dividends (payable in cash, securities or other property) as shall may be fixed determined by the Board of Directors (a "Series B Dividend Record Date"). Except in may be declared and paid on any securities of the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Corporation, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the including Common Stock unless at the same and other Junior Stock, from time a dividend or distribution is paid with respect to all outstanding shares time out of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock any funds of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed lawfully available for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation payment, and Holders shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall not be entitled to a proportionate share of participate in any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributiondividends.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock OP Units shall be entitled to receive dividendsreceive, from funds which the General Partner determines to be available for distribution as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B provided in Section 7.1, dividends (“Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Dividends”) per Preferred Stock OP Unit at the annual rate of six percent (6%the “Annual Preferred Rate”) per annum, resulting equal to the 10-year United States Treasury bond yield in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning effect on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date 2nd of such share's issuancecalendar year (as reported by Bloomberg L.P. and its successors or, if Bloomberg L.P. and its successors no longer report such yield, then as reported by any other comparable service that reports such yield) plus 239 basis points; provided, however, that dividends the Annual Preferred Rate shall cease not be less than 6.5% nor more than 9%. Preferred Dividends for each year shall accrue in equal installments, on each record date for the payment of quarterly distributions to holders of Common OP Units, and shall be paid when such quarterly distributions are paid to Common OP Units holders of record as of the accrual date; provided, however, that: (a) if the payment date for distributions to Common OP Unit holders is more than twenty (20) days after the record date, the Preferred Dividends shall be paid on or before the twentieth (20th) day following the record date, (b) if distributions to holders of Common OP Units are made less frequently than quarterly, then Preferred Dividends shall accrue on a share of Series B Preferred Stock following such share's redemption or conversioneach March 31, as the case may be. Dividends on the Series B Preferred Stock June 30, September 30 and December 31 and shall be payable paid within ten (10) days thereafter to holders of record as they appear of the accrual date, and (c) if distributions to holders of Common OP Units are made more frequently than quarterly, the Preferred Dividends shall accrue at the same frequency that distributions are made to holders of Common OP Units, and (d) the Preferred Dividend installment payable on the stock register first Preferred Dividend Accrual Date after issuance of a Preferred OP Unit shall be a prorated portion of the Corporation regular dividend based on such record date, not less than 15 nor more than 60 the number of days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through elapsed from the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect issuance to the Common Stock unless at the same time Preferred Dividend Accrual Date. Each date upon which Preferred Dividends accrue is referred to as a dividend or distribution “Preferred Dividend Accrual Date”. Each date upon which Preferred Dividends become payable is paid with respect referred to all outstanding shares of Series B as a “Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionDividend Payment Date”. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The (a) Each of Raytheon and UTC shall coordinate with the other in respect of the designation of the record dates and payment dates for its quarterly cash dividends, so that holders of record shares of Raytheon Common Stock do not (a) receive dividends on both shares of Raytheon Common Stock and UTC Common Stock received in the Series B Dividend Record Date Merger in respect of any calendar quarter or (as defined belowb) of the outstanding Series B Preferred Stock shall be entitled fail to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock a dividend on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional either shares of Series B Preferred Raytheon Common Stock at the rate of six percent (6%) per annum, resulting or UTC Common Stock received in the holder Merger in respect of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 any calendar quarter (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(cthis clause (b), below unless UTC shall not pay a dividend on any shares of UTC Common Stock in respect of such quarter). (i) On or prior to the date that is ten (10) business days prior to the anticipated Closing Date, UTC may, if it determines in good faith that (A) the Applicable Indebtedness (as defined in the Separation Principles) is reasonably expected to exceed the Target Indebtedness (the amount of such excess, the “Overage Amount”) and (B) the aggregate outstanding principal amount of total indebtedness for borrowed money of Otis SpinCo, Carrier SpinCo and their respective subsidiaries as of immediately following the consummation of the Otis Distribution (in which the case dividends shall accrue of ▇▇▇▇ SpinCo) and be paid through the date Carrier Distribution (in the case of Carrier SpinCo) would exceed $18,250,000,000, deliver written notice (the “Overage Notice”) of such event)determinations to Raytheon, no dividends which such notice shall be payable on also set forth the Series B Preferred Stock for any partial dividend periodOverage Amount. b. Subject to any rights of Senior Securities(ii) In the event that UTC delivers an Overage Notice, no dividends or other distributions shall be made (A) Raytheon may, in its sole discretion, declare (with respect a record date prior to the Common Stock unless at Closing) and pay to its stockholders (whether before or after the same time Closing, while minimizing any delay in the Closing to the extent reasonably practicable) a dividend or cash distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an aggregate amount equal to the amount paid with respect product of (1) a fraction, the numerator of which is 0.43 and the denominator of which is 0.57, and (2) the Overage Amount, and (B) subject to clause (II) below, whether or not Raytheon elects to pay such a share cash distribution, Target Indebtedness shall be deemed for purposes of Common Stock as though this Agreement (including the holders of Separation Principles) to be increased by the Series B Preferred Stock were Overage Amount; provided, that notwithstanding the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In foregoing, in the event the Corporation shall declare a amount of the cash distribution payable calculated in securities of other personsaccordance with this Section 6.13(b)(ii) would (x) be $250,000,000 or less, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior SecuritiesUTC may, in each its discretion, withdraw the Overage Notice and no provision of this Section 6.13(b)(ii) shall be given effect; provided, that if UTC does not withdraw the Overage Notice, then (I) Raytheon shall be permitted to pay a cash distribution pursuant to this Section 6.13(b)(ii) in an aggregate amount of $250,000,000 and (II) whether or not Raytheon elects to pay such case the holders a cash distribution, in lieu of the Series B Preferred Stock foregoing clause (B), the Target Indebtedness shall be entitled deemed for purposes of this Agreement (including the Separation Principles) to a proportionate share be increased by $331,000,000, or (y) exceed $2,000,000,000, no provision of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionthis Section 6.13(b)(ii) shall be given effect.

Dividends. a. The holders (a) From and after the date of record on the issuance of any shares of Series C Preferred Stock, dividends at the rate per annum of 8% of the Series B Dividend Record Date C Original Issue Price shall accrue on such shares of Series C Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock) (the “Series C Preferred Dividend”). Series C Preferred Dividends shall accrue quarterly, whether or not declared but shall be noncumulative and non-compounding; provided however, that except as defined belowset forth in the following sentence of this Section 5(a) or in Section 1(a) or Section 6(a) of the outstanding this Article FOURTH, such Series B C Preferred Stock Dividends shall be entitled to receive dividendspayable only when, as as, and when if declared by the Board of Directors out of funds legally available thereforand the Corporation shall be under no obligation to pay such Series C Preferred Dividends. Record holders The Corporation shall not declare, pay or set aside any dividends on shares of Series B Preferred Stock, Series A Preferred Stock, Seed Preferred Stock or Common Stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series C Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series C Preferred Stock in an amount at least equal to the amount of the aggregate Series C Preferred Dividends then accrued on such share of Series C Preferred Stock and not previously paid and, in the case of a dividend payable on shares of Common Stock, the dividend which would have been payable to such holder if the shares of Series C Preferred Stock held by such holder had been converted into Common Stock on a the record date for the determination of holders of Common Stock entitled to receive such dividend. (b) From and after the date of the issuance of any shares of Series B Dividend Record Date Preferred Stock, dividends at the rate per annum of eight percent (8%) of the Series B Original Issue Price shall be entitled to one dividend-in-kind payable each year in additional accrue on such shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting subject to appropriate adjustment in the holder event of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock any stock dividend, stock split, combination or other similar recapitalization with respect to each share of the Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 ) (a "the “Series B Preferred Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such ”). Series B Dividend-in-Kind Payment Date Preferred Dividends shall be paid on the next succeeding business day) beginning on January 15accrue daily, 2001. Such dividends whether or not declared and shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuancenon-compounding; provided, provided however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, except as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except set forth in the case following sentence of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.this

Dividends. a. The holders (a) Upon the grant of Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Series B Dividend Record Effective Date (as defined below) to and including the date of the outstanding Series B Preferred Stock Termination of Employment of the Grantee. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive dividends, dividends in the same manner as and when declared by the Board of Directors out of funds legally available therefor. Record dividends are paid to all other holders of Series B Preferred Stock on a Series B Dividend Record Date Common Shares. (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to one dividend-in-kind payable receive, for each year Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in additional shares Control. After the date of Series B Preferred Stock at grant of the rate of six percent (6%) per annumCommon Shares pursuant to Section 2(b)(iii), resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend Common Shares shall be payable on or about each January 15 entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (a "Series B Dividend-in-Kind Payment Date"c) (or if such date is not a business dayUpon grant of the Restricted Shares pursuant to Section 3(a), the dividends due on such Series B Dividend-in-Kind Payment Date Grantee shall be paid on the next succeeding business day) beginning on January 15entitled to receive, 2001. Such dividends shall be cumulative and shall accrue on for each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Restricted Shares (including a Series B Dividend-in-Kind Payment Datewhether vested or unvested), as shall be fixed by an amount in cash equal to the Board per share amount of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case all dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared with respect to the Common Stock unless at Shares with a record date on or after the same time a dividend or distribution is paid Effective Date and before the Share Issuance Date (other than those with respect to all outstanding shares of Series B Preferred Stock in which an amount equal adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if on the Valuation Date the Total Return to Shareholders exceeds the Maximum Total Return to Shareholders, then the amount paid the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (a) the per share amount of all dividends declared with respect to the Common Shares with a share of Common Stock as though record date on or after the holders of the Series B Preferred Stock were the holders of Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (b) the number of shares Restricted Shares the Grantee would have received had the Total Return to Shareholders equaled the Maximum Total Return to Shareholders on the Valuation Date. After the Share Issuance Date, the holder of Restricted Shares (whether vested or unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of Shares for each Restricted Share (whether vested or unvested) held on the record date fixed for of each such dividend and each such dividend shall be paid in the determination of same manner as dividends are paid to the holders of Common Stock of Shares. (d) Except as provided in this Section 4, the Corporation Grantee shall not be entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable any payments in securities lieu of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject in connection with dividends with respect to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionNotional Units and/or Restricted Shares.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B G Preferred Stock shall be entitled to receive receive, out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings (“Available Assets”), prior to and in preference to any declaration or payment of any dividend on the Common Stock, annual dividends, as and when declared by which shall accrue on a daily basis based on a 365-day year, in the Board amount of Directors out of funds legally available therefor. Record holders $.24 per share of Series B G Preferred Stock on a Series B Dividend Record Date Stock, as adjusted for any stock splits, reverse stock splits, stock dividends, and similar recapitalization events, which dividend shall be entitled to one dividend-in-kind payable each year payable, in the discretion of the Company, either in cash or in additional shares of Series B G Preferred Stock at Stock. If dividends are paid in Series G Preferred Stock, the rate number of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B G Preferred Stock with respect to due will be calculated by dividing the amount of dividends due by the Sixty-Day Weighted Average Trading Price for the sixty trading days ending on the earlier of the Conversion Date or each share anniversary of the issuance of the Series B G Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the No dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each any share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution (including the amount of any dividends paid pursuant to the above provisions of this section) is paid with respect to all outstanding shares of Series B G Preferred Stock in an amount for each such share of Series G Preferred Stock equal to or greater than the aggregate amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of such dividends for all shares of Common Stock of the Corporation into which their respective each such share of Preferred Stock could then be converted, which dividend shall be in addition to, not in lieu of, the other dividends described in this section. The right to dividends on shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B G Preferred Stock shall be entitled cumulative, and shall accrue annually to a proportionate share of any such distribution as though the holders of Series G Preferred Stock. Notwithstanding anything contained herein to the Series B Preferred Stock were contrary, no dividends shall be declared by the holders of Board or paid or set apart for payment by the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive Company at such distributiontime if such declaration or payment shall be restricted or prohibited by law.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of Directors, to the extent funds are legally available therefor. Record holders of Series B Preferred Stock therefor in accordance with the Delaware General Corporation Law, a dividend for each such share, payable quarterly, as provided below, on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder last day of each share of January, April, July and October, commencing on July 31, 1998 (each such date hereinafter referred to as a "Series B Preferred receiving A Dividend Payment Date"), except that if such date is not a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each Business Day, then such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15Business Day, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from to the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on for the Series A Preferred Stock of the Corporation five Business Days prior to such record date, not less than 15 nor more than 60 days preceding a dividend payment date Dividend Payment Date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B A Dividend Record Date"). Except in Dividends on the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends Series A Preferred Stock shall accrue and be paid through at a rate per annum equal to 15.0 percent of the date Stated Value of such event), no dividends shall be payable each share of Series A Preferred Stock outstanding on the Series B A Dividend Record Date with respect to a Series A Dividend Payment Date. (b) Dividends on the Series A Preferred Stock for any partial shall be cumulative and shall accrue from April 30, 18 whether or not such dividends have been declared. Unpaid dividends, whether or not declared. shall compound quarterly at a rate per annum equal to 15.0% of the aggregate amount thereof' from the Series A Dividend Payment Date on which such dividend periodwas payable as herein provided until payment of such dividend. b. Subject (c) For so long as any shares of Series A Preferred Stock shall be outstanding, no dividend or distribution, whether in cash, stock or other property, shall be paid, declared and set apart for payment or made on any date on or in respect to any rights Junior Securities and no payment on account of Senior Securitiesthe redemption, no dividends purchase or other distributions acquisition or retirement for value by the Corporation shall be made with respect to on any date of shares of Junior Securities unless, in each case, the Common Stock unless at the same time a dividend or distribution is paid with respect to full amount of unpaid dividends accrued on all outstanding shares of Series B A Preferred Stock shall have been paid or contemporaneously are declared and paid; PROVIDED, HOWEVER, that the foregoing provisions of this sentence shall not prohibit (i) a dividend payable solely in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock Instruments or any other Junior Securities, or (ii) the acquisition of any shares of any Common Stock Instruments or any other Junior Securities upon conversion or exchange thereof into or for any shares of any other class of Common Stock Instruments or other Junior Securities. In the Corporation into which their respective event that the dividend to be paid to any holder of shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B A Preferred Stock shall be entitled to a proportionate fractional interest in a share of any such distribution as though the holders of the Series B A Preferred Stock were the holders then a fractional share of the number Series A Preferred Stock shall be issued to such holder of shares of Common Stock of the Corporation into which their respective shares of Series B A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionStock.

Dividends. a. The 3.1 Subject to the rights of the holders of record on any shares of any series of Senior Stock, the holders of shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders for such purpose, payment of Series B Preferred Stock dividends in cash (subject to Section 2.2) on the Original Issue Price at a Series B Dividend Record Date shall be entitled rate per annum equal to one dividend-in-kind 10.0%, payable quarterly in arrears (the “Quarterly Dividends”) on March 1, June 1, September 1 and December 1 in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving such date being referred to herein as a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind “Quarterly Dividend Payment Date") (or ”), commencing on ;1 provided, however, if any such date day is not a business dayBusiness Day, the dividends due then payment of any Quarterly Dividend otherwise payable on such Series B Dividend-in-Kind Payment Date shall that date will be paid made on the next succeeding business day) beginning day that is a Business Day. The Quarterly Dividends shall begin to accumulate on January 15, 2001. Such dividends the Original Issue Date and shall be cumulative deemed to accumulate from day to day whether or not earned or declared until paid. The Board shall take any and shall accrue on each share all action necessary to declare and pay all Quarterly Dividends to the extent funds are legally available for the payment thereof. The Board may fix a record date for the determination of holders of shares of Series B A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than 20 days prior to the date fixed for the payment thereof. After payment in full of cumulative Quarterly Dividends on the Series A Preferred Stock, the Series A Preferred Stock shall not participate in any dividends paid on the Common Stock. 3.2 For each Quarterly Dividend Payment Date prior to ,2 the Corporation shall not be required to pay any Quarterly Dividends in cash, but shall, in lieu thereof, issue a number of shares of Series A Preferred Stock equal to the quotient of (i) the total dollar amount of dividends due and legally payable on such holder’s shares of Series A Preferred Stock on the applicable Quarterly Dividend Payment Date divided by (ii) the Original Issue Price and such shares will be deemed to have been issued to such holder on such Quarterly Dividend Payment Date, whether or not the certificate(s) evidencing such shares are issued or delivered on such date. In accordance with the foregoing, the Corporation shall have sufficient authorized shares of Series A Preferred Stock necessary to effect such additional issuances. If at any time while any of the Series A Preferred Stock remains outstanding the Corporation does not have a sufficient number of authorized and unreserved shares of Series A Preferred Stock to satisfy its obligations hereunder, then the Board and the Corporation shall take all action necessary to increase the Corporation’s authorized shares of Series A Preferred Stock to an amount sufficient to allow the Corporation to satisfy such obligations. 1 This date shall be the first Quarterly Dividend Payment Date occurring after the issuance of the Series A Preferred Stock. 2 This date shall be the first Quarterly Dividend Payment Date occurring after the date that is two years from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders issuance of the Series B A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionStock. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders (a) As and when authorized by the Board, out of record on funds legally available for the Series B Dividend Record Date payment of dividends, (as defined belowi) each holder of the outstanding Series B A Preferred Stock Units shall be entitled to receive dividendscumulative preferential cash dividends at the rate of [twelve and one-half percent (12.5%) per annum], as compounded semi-annually, of the total of $1,000.00 per Series A Preferred Unit plus all accrued and when declared by the Board unpaid dividends thereon (each such payment, a “Series A Dividends”), and (ii) each holder of Directors out of funds legally available therefor. Record holders of outstanding Series B Preferred Stock on a Series B Dividend Record Date Units shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock receive cumulative preferential cash dividends at the rate of six percent (6%) per annum, resulting in compounded semi-annually, of the holder total of each share of $1,000.00 per Series B Preferred receiving Unit plus all accrued and unpaid dividends thereon (each such payment, a dividend of 0.06 additional shares of “Series B Dividend” and together with the Series A Dividends, “Dividends”). Dividends shall accrue on a daily basis and be cumulative from the first date on which any applicable Series A Preferred Unit or Series B Preferred Stock Unit is issued, such issue date to be contemporaneous with respect to each share the receipt by the Company of subscription funds for the Series A Preferred Units or Series B Preferred Stock. Each such dividend Units (the “Original Issue Date”), and shall be payable semi-annually in arrears on or about before June 30 and December 31 of each January 15 year (each a "Series B Dividend-in-Kind “Dividend Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance”); provided, however, that dividends if any Dividend Payment Date is not a Business Day, then the Dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the preceding Business Day or the following Business Day with the same force and effect as if paid on such Dividend Payment Date. Any Dividend for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period” shall cease mean, with respect to accrue on the first “dividend period,” the period from and including the Original Issue Date to and including the first Dividend Payment Date, and with respect to each subsequent “dividend period,” the period from but excluding a share Dividend Payment Date to and including the next succeeding Dividend Payment Date or other date as of Series B Preferred Stock following such share's redemption or conversion, as the case may bewhich accrued Dividends are to be calculated. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear in the share records of the Company at the close of business on the stock register of the Corporation on such applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed the fifteenth (15th) day of the calendar month in which the applicable Dividend Payment Date falls or on such other date designated by the Board for the payment of Directors Dividends that is not more than thirty (30) nor less than ten (10) days prior to such Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders of record the outstanding Series G Preferred Stock --------- shall be entitled to receive a dividend at the rate of $17.8125 per share per annum (15% of the Original Issue Price) computed for the period commencing September 29, 1995 and ending on the date on which the outstanding shares of the Series B Dividend Record G Preferred Stock are converted into shares of Common Stock pursuant to Section 5 below (the "Conversion Date"), which dividend shall be payable in --------------- shares of Common Stock (valued for the purposes of the dividend at $1.1875 per share of Common Stock) and on the earlier of (a) the Conversion Date or (b) the Redemption Date (as defined in Section 6), provided, however, that if there are not sufficient shares of Common Stock available to pay such dividend on the Redemption Date, then such dividend shall instead be paid in cash on such date. No fractional shares of Common Stock shall be issued by the Corporation in such dividend. In lieu of any fractional share to which the holder would otherwise be entitled, the Corporation shall pay cash equal to the product of such fraction multiplied by the Common Stock Price (as defined below) as of the Conversion Date. The term "Common Stock Price" shall mean the average of the ------------------ closing prices of the Common Stock on the New York Stock Exchange during the ten business days immediately preceding the business day that immediately precedes the Conversion Date or, if not listed on the New York Stock Exchange during such period, as determined in accordance with Section 3(d) below but using the time periods previously referred to in this sentence. If the Conversion Date does not occur before April 30, 1996, then, for the period commencing April 30, 1996 and continuing until the Conversion Date, each holder of the then outstanding shares of the Series B G Preferred Stock shall be entitled to receive dividends, as and when declared by an additional dividend (the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B 10% Per Month Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights last day of Senior Securities---------------------- each month, no dividends or other distributions shall be made commencing with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding May 31, 1996, in shares of Series B Preferred Common Stock in an amount equal to 10% of the amount paid with respect to a share shares of Common Stock as though that are then subject to issuance to such holder on conversion of the holders shares of the Series B G Preferred Stock were that are outstanding on such payment date; it is provided, however, that the holders 10% Per Month Dividend will not accrue or be paid during any period in which the conversion of the Series G Preferred Stock, or the taking of any action necessary for such conversion, is prevented as a result of any action, suit or proceeding taken or brought by any present or former stockholder in Robec, Inc. If the Conversion Date occurs after April 30, 1996 on any day other than the last day of any month, the 10% Per Month Dividend for such month shall be payable on the Conversion Date, and the number of shares of Common Stock payable in such dividend shall be pro rated to coincide with the portion of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of month elapsed prior to and including the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionConversion Date. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B C Preferred --------- Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Directors, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock dividends, cumulative dividends at the annual rate of $8.50 per share in equal quarterly payments on the last business day of each calendar quarter (each of such dates being a Series B "Dividend Record Date shall be entitled to one dividend-in-kind payable each year Payment Date"), commencing with the last day of the calendar quarter in additional which the shares of Series B C Preferred Stock at the rate of six percent (6%) per annumare issued, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect preference to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001Junior Securities. Such dividends shall be paid to the holders of record at the close of business on the date which is ten (10) business days prior to the Dividend Payment Date. Each of such quarterly dividends shall be fully cumulative and shall accrue (whether or not declared), without interest, from the Date of Issuance. Any dividend payments due with respect to the Series C Preferred Stock on each share any Dividend Payment Date shall be made in cash. (b) All dividends paid with respect to shares of Series B C Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease pursuant to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock paragraph (3)(a) hereof shall be payable paid pro rata to the holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date entitled thereto. (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no c) No full cash dividends shall be payable declared or paid or set apart for payment on the Series B Preferred Stock for any partial period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Stock for all dividend period. b. Subject to any rights of Senior Securities, no dividends payment periods terminating on or other distributions shall be made with respect prior to the Common Stock unless at date of payment of such full cumulative dividends. If any cash dividends are not paid in full, as aforesaid, upon the same time a dividend or distribution is paid with respect to all outstanding shares of Series B C Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the and Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective Stock, all cash dividends declared upon shares of Series B C Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the and Series B Preferred Stock shall be entitled to a proportionate declared pro rata so that the amount of cash dividends declared per share of any such distribution as though on the holders of the Series C Preferred Stock and Series B Preferred Stock were shall in all cases bear to each other the holders of same ratio that accrued dividends per share on the number of shares of Common Series C Preferred Stock of the Corporation into which their respective shares of and Series B Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Stock which may be in arrears. (d) (i) Whenever dividends or distributions payable on the Series C Preferred Stock as provided in this Section 3 are convertible as in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of the record date fixed for the determination of the holders of Common Series C Preferred Stock of outstanding shall have been paid in full, the Corporation entitled shall not: (A) declare or pay dividends, or make any other distributions, on any Junior Securities (either as to receive dividends or upon liquidation, dissolution or winding up); or (B) redeem or purchase or otherwise acquire for consideration shares of any Junior Securities (either as to dividends or upon liquidation, dissolution or winding up), provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such distributionJunior Securities in exchange for shares of any other Junior Securities.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, as when and when if declared by the Board of Directors Directors, but only out of funds legally available therefor. Record holders , cumulative cash dividends at the annual rate of Series B Preferred Stock 5.0% of the Liquidation Amount (as defined below) (the "Dividend Rate") per share, and no more, payable quarterly in equal amounts of 1.25% of the Liquidation Amount on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable the 15th day of December, March, June and September, respectively, in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if any such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning commencing on January December 15, 20012000, with respect to the quarterly dividend period (or portion thereof) ending on the day preceding such respective dividend payment date, to holders of record on the respective date, not more than 60 nor less than ten days preceding such dividend payment date, fixed for such purpose by the Board of Directors in advance of payment of each particular dividend. Such dividends The Dividend Rate shall be cumulative increase to 5.66% per annum effective on the date the Transaction is consummated (the "Transaction Effective Date") and shall accrue further increase to 6.5% per annum on each share of Series B Preferred Stock from the date which is the fourth anniversary of such share's issuancethe Transaction Effective Date; provided, however, that dividends from and after the date on which a Public Offering is consummated the Dividend Rate shall cease be 5.0% per annum. If the Corporation fails to accrue pay any quarterly dividend and such failure is not cured within ten days of the date on a share which the dividend was payable, whether or not the funds are legally available therefor, the Dividend Rate shall increase as follows: (i) if the Corporation has issued on or prior to December 31, 2000, any series of Series B A Preferred Stock, the Dividend Rate shall increase to the highest rate of interest per annum payable on any such series of Series A Preferred Stock following issued and outstanding on such share's redemption date, and (ii) if the Corporation has not issued on or conversionbefore December 31, as 2000, any series of Series A Preferred Stock, the case may beDividend Rate shall increase to 9.8% per annum. Following the payment of all accrued and unpaid dividends that have become due and payable, the Dividend Rate will revert to the Dividend Rate that otherwise would have been in effect on such date. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue daily and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial period shorter than a full quarterly period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends on shares of Series B Preferred Stock shall be cumulative from the last dividend period. b. Subject to any rights of Senior Securitiespayment date, or if no dividends have been paid on the outstanding shares of Series B Preferred Stock, from the date of issuance, whether or other distributions not the Corporation has the funds legally available therefor. Accumulations of dividends on outstanding shares of Series B Preferred Stock shall be made with respect to the Common Stock unless bear interest at the same time rate of 9.5% per annum. So long as any shares of Series B Preferred Stock remain outstanding, the Corporation may not pay or declare any dividend, nor make any distribution on any Junior Stock, other than a dividend payable solely in Junior Stock, and shall not purchase, redeem or distribution is paid with respect to otherwise acquire for consideration, directly or indirectly (other than as a result of a reclassification of Junior Stock into Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), unless (i) all accrued and unpaid dividends (including any interest thereon) on all outstanding shares of Series B Preferred Stock have been paid in an amount equal to full and the amount full dividend thereon for the then current quarterly dividend period shall have been paid or declared and set apart for payment and (ii) all prior redemption requirements with respect to a share of Common Series B Preferred Stock as though the holders of shall have been complied with. When dividends are not paid in full upon the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective and any Parity Stock, all dividends declared upon shares of Series B Preferred Stock are convertible as and all Parity Stock shall be declared pro rata so that the amount of dividends declared per share on the record date fixed for Series B Preferred Stock and all such Parity Stock shall in all cases bear to each other the determination same ratio that accrued dividends per share on the shares of Series B Preferred Stock and all such Parity Stock bear to each other. Subject to the holders of Common Stock of the Corporation entitled to receive foregoing, and not otherwise, such distribution. c. In the event the Corporation shall declare a distribution dividends (payable in securities of other personscash, evidences of indebtedness issued stock or otherwise) as may be determined by the Corporation or other personsBoard of Directors may be declared and paid on any Junior Stock from time to time out of any funds legally available therefor, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of and the Series B Preferred Stock shall not be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionparticipate therein.

Dividends. a. (a) The holders Series A Holders of record on record, as of the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock therefor, shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor, cumulative dividends on the Series A Preferred at a rate equal to (i) $0.245 per annum per share (equivalent to 7% of the Series A Original Issue Price annually) through the first anniversary of the Original Issue Date and (ii) $0.14 per annum per share (equivalent to 4% of the Series A Original Issue Price annually) thereafter (collectively the “Dividend Rate”), payable quarterly in arrears in cash or, at the option of this corporation, in additional shares of the Series A Preferred. Record holders If and when this corporation shall elect from time to time to pay such dividends in shares of the Series A Preferred, such shares will be valued at the Series A Original Issue Price. Shares of Common Stock issued in payment of dividends may be fractional shares (rounded to the nearest one-tenth (0.1) of a share). (b) If the Board of Directors elects in the exercise of its sole discretion to issue shares of Series B A Preferred in payment of dividends on the Series A Preferred with respect to any Dividend Payment Date (as defined below), this corporation shall (1) give notice to the Series A Holders on or any time prior to the applicable Dividend Payment Date (as defined below in this Section) of this corporation's election to exercise such right and (2) deliver, or cause to be delivered, by the third Trading Day after such Dividend Payment Date to each Series A Holder of record at the close of business on the Record Date for such dividend a stock certificate that evidences the number of shares of Preferred Stock arrived at in accordance with Section 2(a). Notwithstanding the foregoing, this corporation may not exercise its right to issue shares of Series A Preferred in payment of dividends on Series A Preferred if: (1) the number of shares of Series A Preferred at the time authorized, unissued and unreserved for all purposes, together with the number of shares of the Series A Preferred held in this corporation’s treasury, is insufficient to pay the dividends to be paid in shares of the Series A Preferred; (2) the issuance or delivery of shares of the Series A Preferred as a dividend payment would require registration with or approval of any governmental authority under any law or regulation, and such registration or approval has not been effected or obtained; or (3) a Series B Dividend Record Date A Preferred Breach shall have occurred. Shares of the Series A Preferred issued in payment of dividends on the Series A Preferred pursuant to this Section shall be, and for all purposes shall be deemed to be, validly issued, fully paid and nonassessable shares of Common Stock of this corporation and shall be entitled to one dividend-in-kind payable each year receive and be paid dividends in additional shares accordance with this Section 2; the issuance and delivery thereof is hereby authorized; and the dispatch in full thereof will be, and for all purposes shall be deemed to be, payment in full of Series B Preferred Stock at the rate of six percent cumulative dividends to which holders are entitled on the applicable Dividend Payment Date. (6%c) per annum, resulting in the holder of each All dividends shall accrue on any given share of Series B A Preferred receiving from the most recent date on which a dividend of 0.06 additional shares of Series B Preferred Stock has been paid with respect to each such share of Series B A Preferred Stockor, if no dividends have been paid, from the date of original issuance of such share of Series A Preferred. Each such All dividends shall accrue from day to day, whether or not declared, based on the actual number of days elapsed and shall be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year (each a “Dividend Payment Date”), commencing on April 1, 2005; provided, that if a Dividend Payment Date is not a Trading Day, then the dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date first immediately succeeding Trading Day. Dividends shall be paid on to the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of the Series A Preferred as they their names appear on the stock register transfer records of this corporation on the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment the “Record Date), as shall be fixed ”) designated by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through as the date of record for the payment of such event)dividend; and, further provided, that such Record Date may not precede the date upon which the resolution fixing the Record Date is adopted and may not be more than sixty (60) days prior to the Dividend Payment Date. (d) No dividends may be paid or set apart for such payment on any Junior Securities and no Junior Securities may be repurchased or otherwise retired for value nor may funds be set apart for payment with respect thereto, if dividends shall be payable have not been paid in full on the Series B A Preferred Stock for any partial dividend period. b. Subject as provided in this Section 2; provided, that this corporation may repurchase Junior Securities (i) in the open market from time to any rights of Senior Securities, no dividends or other distributions shall be made with respect time as and to the Common Stock unless at fullest extent permitted by Rule 10b-18 promulgated under the same Exchange Act, or corresponding rule from time to time in effect, and (ii) in a dividend private purchase or distribution is paid with respect in an “issuer tender offer” as defined in Rule 13e-4 under the Exchange Act from time to all time so long as such repurchases do not exceed ten percent (10%) of the then outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionJunior Stock. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B 6% Senior Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the an annual rate of six percent 6% of the Liquidation Preference (6%) or $10.00 per annumshare, resulting subject to adjustment), payable quarterly in the holder arrears on March 31, June 30, September 30 and December 31 of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockyear, commencing March 31, 1998. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall will be payable to holders of record as they appear on the stock register of the Corporation Company on such a record date, not less than 15 nor more than 60 nor less than 10 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Board. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Dividends will accumulate and be paid through cumulative from and after the date on which each share of such event), no dividends shall be 6% Senior Preferred Stock is issued. Dividends payable on the Series B 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any partial period less than a full dividend period. b. Subject period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 6% Senior Preferred Stock will not be entitled to any rights dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any securities except for Senior Dividend Securities, no if any, for any period unless full cumulative dividends shall have been paid or other distributions shall be made with respect to set apart for such payment on the Common Stock unless at 6% Senior Preferred Stock. If full dividends are not so paid, the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of 6% Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share dividends pro rata with the Parity Dividend Securities so that in all cases the amount of any such distribution as though dividends declared per share on the holders of the Series B 6% Senior Preferred Stock were and Parity Dividend Securities bear to each other the holders of same ratio that the number of accumulated dividends per share on the shares of Common 6% Senior Preferred Stock of the Corporation into which their respective and Parity Dividend Securities bear to each other. No dividends may be paid or set apart for such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of Series B Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for payment with respect thereto, if full dividends have not been paid on the 6% Senior Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.Stock. Notwithstanding the

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsDeclare, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on pay or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for make any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding on any shares of Series B Preferred Stock the common stock or preferred stock of any Borrower that is a corporation (other than dividends or distributions payable in an amount equal its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the amount purchase, redemption or other retirement of any common or preferred stock, or of any options to purchase or acquire any such shares of common or preferred stock of any Borrower that is a corporation, other than dividends paid with respect to a share of Common Stock as though the holders another Borrower; provided that Holdings may repurchase or redeem up to $35,000,000 in shares of the Series B Preferred Stock were the holders issued common stock or preferred stock of Holdings so long as immediately prior to and after giving effect to any such repurchase or redemption of (x) up to and including $25,000,000 in shares of the number issued common stock or preferred stock of Holdings, (i) no Default or Event of Default shall have occurred or result therefrom, (ii) Borrowers’ pro forma Undrawn Availability shall be greater than $10,000,000 based on the month-end Borrowing Base Certificate delivered by Borrowers to Agent for the month most recently ended and (iii) immediately prior to or simultaneously with such repurchase or redemption, Borrowers shall deliver a certificate signed by an authorized officer of Borrowers certifying that the matters in clauses (x)(i) and (x)(ii) above have been satisfied and (y) greater than $25,000,000 up to and including $35,000,000 in shares of Common Stock the issued common stock or preferred stock of Holdings (i) no Default or Event of Default shall have occurred or result therefrom, (ii) Borrowers’ pro forma Undrawn Availability shall be greater than $20,000,000 based on the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed month-end Borrowing Base Certificate delivered by Borrowers to Agent for the determination month most recently ended and (iii) immediately prior to or simultaneously with such repurchase or redemption, Borrowers shall deliver a certificate signed by an authorized officer of Borrowers certifying that the holders of Common Stock of the Corporation entitled to receive such distributionmatters in clauses (y)(i) and (y)(ii) above have been satisfied. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. 1.1. The holders of record on Company shall not be required to pay any dividends to the Series B Dividend Record Date Preferred Holders in a fiscal year as long as the Company has not paid any dividends to the Ordinary Shares Holders. If any dividends are paid to the Ordinary Shares Holders and the total amount of all such dividends is less than sixty percent (as defined below60%) of the Company’s Audited Net Earnings of the fiscal year during which such dividends are paid, the Series B Preferred Holders shall also receive, a dividend on each outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock Share in an amount equal to the product of (A) the dividend payable on each Ordinary Share multiplying (B) the number of Ordinary Shares issuable upon conversion of a Series B Preferred Share, in each case calculated on the record date for determination of holders entitled to receive such dividend. 1.2. If any dividends to be paid to the Ordinary Shares Holders that will cause the total amount of dividends paid to the Ordinary Shares Holders in a fiscal year exceeds sixty percent (60%) of the Company’s Audited Net Earnings of such fiscal year, it requires consent from the Investor in accordance with respect Section 1.3 of this Exhibit C. 1.3. Before making any dividends as described in Section 1.2 of this Exhibit C, the Company shall provide written notice to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders Holders of the number its intention to pay such dividends, and within seven (7) days after receipt of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other personswritten notice, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock Holders shall be entitled either (i) respond to the effect it consents to such dividend distributions or (ii) respond to the effect that it does not consent to such dividend distributions and then as a proportionate share of any such distribution as though the holders of result, the Series B Preferred Stock were Holders may exercise its Redemption Option in accordance with Section 7.1 of this Exhibit C; if the holders Investor does not respond or exercise its Redemption Option within seven (7) days, it shall be deemed to have consented to such dividend distributions and waived its right to redeem shares in connection with Section 1.3 (ii) of this Exhibit C. Section 1.1 (except for the number first sentence), Section 1.2 and Section 1.3 of shares this Exhibit C shall terminate automatically upon consummation of Common Stock of an IPO, provided that after an IPO, if any dividends are paid to the Corporation into which their respective shares of Ordinary Shares Holders, the Series B Preferred Stock are convertible Holders shall also receive a dividend on each outstanding Series B Preferred Share in an amount equal to the product as calculated with the same formula as provided in Section 1.1 of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.this Exhibit C.

Dividends. a. The holders (i) Subject to Section 5.4 of record on this Agreement, the Series B Dividend Record Date (as defined below) of the outstanding Series B C Preferred Stock Shareholders shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock dividends on a Series B Dividend Record Date shall be entitled to one dividendnon-in-kind payable each year in additional shares of Series B Preferred Stock cumulative basis and at the rate of six percent (6%) 8% per annumannum on their Series C Preferred Shares, resulting prior and in the holder of each share of Series B Preferred receiving a preference to any dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on being paid or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends declared on the Series B Preferred Stock Shares, the Series A Preferred Shares or the Equity Shares. The Series C Preferred Shareholders shall not be payable entitled to holders of record as they appear receive such dividends on the stock register Series C Preferred Shares upon consummation of an IPO of the Corporation on such record date, shares of the Company or a Subsidiary at an offering price of not less than 15 nor more than 60 days preceding a dividend payment date 125% of the purchase price of the Series C Preferred Shares by the Series C Preferred Shareholders (including a as mentioned under the Preferred Share Subscription Agreement) and with aggregate sale proceeds of at least USD 20,000,000 to be received collectively by all the Preferred Shareholders under the IPO. (ii) Subject to Section 5.4 of this Agreement, the Series B Dividend-in-Kind Payment Date), as Preferred Shareholders shall be fixed by entitled to receive dividends on a non-cumulative basis and at the Board rate of Directors (a "8% per annum on their Series B Dividend Record Date")Preferred Shares, prior and in preference to any dividend being paid or declared on the Series A Preferred Shares or the Equity Shares. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case The Series B Preferred Shareholders shall not be entitled to receive such dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights Shares upon consummation of Senior Securities, no dividends or other distributions shall be made with respect to an IPO of the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in the Company or a Subsidiary at an amount equal to offering price Page 39 of 66 of not less than 125% of the amount paid with respect to a share of Common Stock as though the holders purchase price of the Series B C Preferred Stock were Shares by the holders Series C Preferred Shareholders (as mentioned under the Preferred Share Subscription Agreement) and with aggregate sale proceeds of at least USD 20,000,000 to be received collectively by all the number Preferred Shareholders under the IPO. (iii) Subject to Section 5.4 of shares this Agreement, the Series A Preferred Shareholders shall be entitled to receive dividends on a non-cumulative basis and at the rate of Common Stock of 8% per annum on their Series A Preferred Shares, prior and in preference to any dividend being paid or declared on the Corporation into which their respective shares of Equity Shares. The Series B A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation Shareholders shall not be entitled to receive such distribution. c. In dividends on the event Series A Preferred Shares upon consummation of an IPO of the Corporation shall declare shares of the Company or a distribution payable in securities Subsidiary at an offering price of other persons, evidences not less than 125% of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders price of the Series B C Preferred Stock Shares by the Series C Preferred Shareholders (as mentioned under the Preferred Share Subscription Agreement) and with aggregate sale proceeds of at least USD 20,000,000 to be received collectively by all the Preferred Shareholders under the IPO. (iv) After payment of such dividends, any additional dividends or distributions shall be entitled to a proportionate share of any such distribution as though the distributed among all holders of the Series B Equity Shares and Preferred Stock were the holders of Shares in proportion to the number of shares of Common Stock of Equity Shares that would be held by each such holder if all Preferred Shares were converted to Equity Shares at the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionthen effective conversion rate.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B DD Preferred Stock shall be entitled to receive dividendsreceive, as when, as, and when if declared by the Board of Directors or any duly authorized committee of the Board of Directors, out of funds assets legally available thereforfor payment, non-cumulative cash dividends based on the liquidation preference of $10,000 per share of the Series DD Preferred Stock. Record holders If declared by the Board of Directors or any duly authorized committee of the Board of Directors, the Corporation shall pay dividends on the Series B DD Preferred Stock quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2018 (each such day on which dividends are payable a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a Series B Dividend Record Date day that is not a Business Day (as defined below), the dividend payment due on that date shall be entitled postponed to one dividend-in-kind payable each year in the next day that is a Business Day and no additional shares dividends shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to but excluding the next Dividend Payment Date is referred to herein as a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the original issue date of the Series B DD Preferred Stock at to but excluding the rate of six percent (6%) per annum, resulting in the holder of next Dividend Payment Date. Dividends on each share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B DD Preferred Stock with respect shall accrue from the original issue date at a rate equal to 5.75% per annum on the liquidation preference of $10,000 per share, for each share of Series B Preferred StockDividend Period. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, paid to the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record of the shares of the Series DD Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 30 days preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")or any duly authorized committee of the Board of Directors. Except in The amount of dividends payable shall be calculated on the case basis of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date 360-day year of such event), no dividends twelve 30-day months. Dollar amounts resulting from that calculation shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect rounded to the Common Stock unless at the same time a dividend or distribution is paid nearest cent, with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionone-half cent being rounded upward. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

Dividends. a. The Subject to the provisions below, the holders of record on shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor, cumulative cash dividends. Record holders The rate of Series B Preferred Stock on a Series B Dividend Record Date dividends per share shall be entitled to one dividend-in-kind payable each year expressed as a percentage of the Liquidation Value in additional shares of Series B Preferred Stock effect at the relevant time (as applicable, “Series A Dividend Rate”) and shall be an annual rate of equal to six percent (6%) per annumuntil December 31, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional 2005, and ten percent (10%) thereafter. Such dividends on shares of Series B A Preferred Stock with respect shall be cumulative from , 2004 (the “Effective Date”), whether or not in any period the Company shall be legally permitted to each share make the payment of Series B Preferred Stock. Each such dividend dividends and whether or not such dividends are declared, and shall be payable when, as and if declared by the Board of Directors, out of funds legally available therefor on or about each April 1, July 1, October 1, and January 15 1 occurring after the Effective Date (as applicable, each a "“Series B Dividend-in-Kind A Dividend Payment Date") (or if such date is not ”). “Cumulative dividends shall at all times accrue from and including the Effective Date to and including a business daySeries A Dividend Payment Date, at a compounded rate equal to the dividends due on such then-applicable Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001A Dividend Rate. Such dividends shall accrue whether or not there shall be cumulative and shall accrue on each share (at the time such dividend becomes payable or at any other time) profits, surplus or other funds of the Company legally available for the payment of dividends. At all times at which any dividends with respect to the Series A Preferred Stock have accrued but remain unpaid, absent the affirmative vote of the holders of a majority of the shares of Series B A Preferred Stock from then outstanding, the date Company shall not declare, pay or set apart for payment or make any distribution with respect to shares of such share's issuance; provided, however, that dividends shall cease the Common Stock or any other capital stock of the Company ranking junior to accrue on a share the Series A Preferred Stock. The holders of shares of Series B A Preferred Stock following such share's redemption shall not be entitled to share in any dividend or conversiondistribution that is properly declared, as paid or set apart for payment on or in respect of the case may beCommon Stock or any other class of securities of the Company, including any dividends or other distributions payable in Common Stock or other securities of the Company, or warrants or rights to purchase Common Stock or other securities of the Company. “Dividends on the Series B A Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (time elapsed from and including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Effective Date to and be paid through including the date such dividends are actually paid or on any final distribution date relating to conversion or redemption of such event), no dividends shall be payable on the Series B A Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders dissolution, liquidation or winding up of the Series B Preferred Stock were the holders Company.” 2. Section 10(a) of the number Statement of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible Resolution is hereby amended to add a new clause (iii) to read as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.follows:

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) Holders of the then outstanding shares of Series B I Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if authorized by the Board and declared by the Board of Directors Corporation, out of funds legally available therefor. Record holders for payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative cash dividends at the rate of six percent (6%) 7.15% per annum, resulting in annum of the holder $25.00 liquidation preference of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B I Preferred Stock with respect (equivalent to $1.7875 per annum per share). (b) Dividends on each outstanding share of Series B I Preferred Stock. Each such dividend Stock shall be cumulative from and including June 5, 2017 and shall be payable (i) for the period from June 5, 2017 to July 14, 2017, on or about July 15, 2017, and (ii) for each January 15 quarterly distribution period thereafter, quarterly in equal amounts in arrears on the 15th day of each January, April, July and October, commencing on July 15, 2017 (each such day being hereinafter called a "“Series B Dividend-in-Kind I Dividend Payment Date"”) at the then applicable annual rate; provided, however, that if any Series I Dividend Payment Date falls on any day other than a Business Day (or if such date is not a business dayas hereinafter defined), the dividends due dividend that would otherwise have been payable on such Series B Dividend-in-Kind I Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Series I Dividend Payment Date, 2001. Such dividends shall be cumulative and no interest or other sums shall accrue on each share of the amount so payable from such Series B Preferred Stock from the date of I Dividend Payment Date to such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benext succeeding Business Day. Dividends on the Series B Preferred Stock shall be Each dividend is payable to holders of record as they appear on the stock register records of the Corporation at the close of business on such the record date, not less than 15 nor more than 60 exceeding 30 days preceding a dividend payment date (including a the applicable Series B Dividend-in-Kind I Dividend Payment Date), as shall be fixed by the Board of Directors (a "Board. Dividends shall accumulate from June 5, 2017 or the most recent Series B I Dividend Record Date"). Except Payment Date to which full cumulative dividends have been paid, whether or not in any such dividend period or periods there shall be funds legally available for the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date payment of such event)dividends, no whether the Corporation has earnings or whether such dividends are authorized. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series I Preferred Stock that may be in arrears. Holders of the Series I Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided, on the Series I Preferred Stock. Dividends payable on the Series B I Preferred Stock for any partial period greater or less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Series I Preferred Stock for each full dividend period will be computed by dividing the applicable annual dividend rate by four. After full cumulative distributions on the Series I Preferred Stock have been paid, the holders of Series I Preferred Stock will not be entitled to any further distributions with respect to that dividend period. b. Subject (c) So long as any shares of Series I Preferred Stock are outstanding, no dividends, except as described in the immediately following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Stock for any period unless full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series I Preferred Stock for all prior dividend periods. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series I Preferred Stock and all dividends authorized and declared upon any other series or class or classes of Parity Stock shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series I Preferred Stock and such Parity Stock. (d) So long as any rights shares of Senior SecuritiesSeries I Preferred Stock are outstanding, no dividends (other than dividends or distributions paid solely in Junior Stock of, or in options, warrants or rights to subscribe for or purchase, Junior Stock) shall be authorized and declared or paid or set apart for payment or other distributions distribution authorized and declared or made upon Junior Stock, nor shall any Junior Stock be made with respect to the redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Corporation or any subsidiary, or a conversion into or exchange for Junior Stock), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation, directly or indirectly (except by conversion into or exchange for Junior Stock), unless at the same time a dividend or distribution is paid with respect to in each case full cumulative dividends on all outstanding shares of Series B I Preferred Stock in an amount equal to and any Parity Stock at the amount time such dividends are payable shall have been paid or set apart for payment for all past dividend periods with respect to a share of Common Stock as though the holders of the Series B I Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled and all past dividend periods with respect to receive such distributionParity Stock. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividendse) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of Any dividend payment made on the Series B I Preferred Stock, including any capital gains dividends, shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. (f) Except as provided herein, the Series I Preferred Stock shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series B Preferred Stock were Corporation. (g) As used herein, the holders of the number of shares of Common Stock of the Corporation into term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which their respective shares of Series B Preferred Stock banking institutions in New York, New York are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled authorized or required by law, regulation or executive order to receive such distributionclose.

Dividends. a. The holders Declare or pay any dividend or distribution, or purchase or redeem any shares of record on the Series B Dividend Record Date (as defined below) any class of capital stock of the outstanding Series B Preferred Stock shall be entitled to receive dividendsBorrower or any Subsidiary of the Borrower, as and when declared by or make any other payment or distribution on or in respect of any class of capital stock of the Board Borrower or any of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent its Subsidiaries, or set aside any amounts for any such purposes, except that: (6%a) per annumany Subsidiary may pay dividends or make distributions (including, resulting without limitation, distributions in the holder form of each share the redemption or purchase for cancellation of Series B Preferred receiving a dividend shares or in connection with the reduction of 0.06 additional shares capital) to the Borrower or to any Wholly-Owned Subsidiary of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuanceBorrower; provided, however, that in no event shall Stone-Canada pay dividends shall cease to accrue on a share or make distributions in the form of Series B Preferred Stock following such share's the redemption or conversion, as purchase for cancellation of shares or in connection with the case may be. Dividends on the Series B Preferred Stock shall be payable reduction of capital) with respect to holders any shares of its capital stock other than (i) shares of capital stock that are owned of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board Borrower or Stone Finance and (ii) shares of Directors capital stock issued in connection with an Abitibi Sale/Monetization; (a "Series B Dividend Record Date"). Except in b) the case Borrower may pay cash dividends, make distributions on its capital stock or make purchases or redemptions of a redemption under Section 4 or mandatory conversion under Section 6(c)its capital stock to the extent that the aggregate amount of all such dividends, below (in which case dividends shall accrue distributions, purchases and be paid through redemptions from October 1, 1994 to the date of the proposed dividend, distribution, purchase or redemption (after giving effect to such eventproposed dividend, distribution, purchase or redemption) would not exceed the sum of (A) an amount equal to (1) 75% of the Consolidated Net Income of the Borrower for the period from October 1, 1994 to the date of payment of such proposed dividend, distribution, purchase or redemption minus (2) 100% of the Consolidated Net Loss of the Borrower for the period from October 1, 1994 to the date of payment of such proposed dividend, distribution, purchase or redemption plus (B) 100% of the cash proceeds (net of the pro rata fees, costs and expenses of sale and underwriting discounts and commissions) of sales of common stock and Permitted Preferred Stock of the Borrower from the Closing Date to the date of payment of such proposed dividend, distribution, purchase or redemption minus (C) the sum of the amount of Investments made pursuant to Section 5.2.7(g), no dividends and Capital Expenditures made pursuant to subsection (ii) of the penultimate sentence of Section 5.2.11 plus (D) the principal amount of all Subordinated Debt which is converted into equity securities of the Borrower in accordance with the terms of the instruments pursuant to which such Subordinated Debt was issued, as in effect on June 30, 1995, exclusive of the principal amount of any 8-7/8% Notes converted to equity securities of the Borrower in connection with the transactions permitted by Section 5.2.10(a)(xiv); provided, however, that without respect to the foregoing limitations, the Borrower shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject permitted to any rights of Senior Securities, no pay cash dividends or other and to make distributions shall be made with respect to its Permitted Preferred Stock outstanding as of the Common Stock unless date hereof (but not with respect to its common stock or subsequently issued preferred stock) to the extent such dividends or distributions are at the same time permitted by the terms of the Borrower's Indenture to the Bank of New York, as trustee, dated as of March 15, 1992 as in effect on the Restatement Date; and provided further, that if all of the conditions to the declaration of a dividend or distribution set out in this subsection are satisfied at the time such dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtednessdeclared, then, subject to the proviso which follows Section 5.2.5(h), such dividend or distribution may be paid or made within forty- five (45) days after such declaration even if the payment of such dividend, the making of such distribution or the declaration thereof would not have been permitted under this Section 5.2.5(b) at any rights time after such declaration; and provided further, that solely for purposes of Senior Securitiescomputing Consolidated Net Income and Consolidated Net Loss pursuant to clause (A) of this Section 5.2.5(b), there shall be excluded from the computation thereof (x) fees and other charges or write- offs incurred or accrued (including, without limitation, the write-off of previously unamortized debt issuance costs related to the Debt Refinancing) in each such case respect of Indebtedness incurred or repaid in connection with the consummation of this Agreement, the Related Transactions and the Stone Savannah Transactions and (y) to the extent not otherwise excluded from the computation thereof, any non-cash loss recognized by the Borrower in respect of the repurchase, prepayment, conversion, redemption or other extinguishment of the 8-7/8% Notes pursuant to Section 5.2.10 (a) (xiv); (c) the Borrower may distribute shares of its common stock to holders of the Series B Preferred Stock shall be entitled to same or another class of its common stock as a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.stock dividend or in connection with a stock split;

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Convertible Preferred Stock shall Shares will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Corporation legally available therefor. Record holders , cash dividends at an annual rate of Series B 4% of the Stated Value per share of Convertible Preferred Stock Shares, payable quarterly in arrears on a Series B Dividend Record Date March 15, June 15, September 15, and December 15, of each year, commencing , 199 [first dividend date following the Mergers], provided that the dividend payable on , 199 [first dividend date following the Mergers] shall be in an amount determined by assuming that the Convertible Preferred Shares (a) had been outstanding on , 199 [the date immediately following the last dividend payment date on the FHP Series A Cumulative Convertible Preferred Stock] (the "Transition Period Commencement Date"), and (b) had been entitled to one dividend-in-kind payable each year in additional shares receive, when, as and if declared by the Board of Series B Preferred Stock Directors out of funds of the Corporation legally available therefor, cash dividends at the an annual rate of six percent (6%i) 5% of an amount equal to twice the Stated Value per annumshare from such date through , resulting in 199 [the holder date of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 the Merger] (a the "Series B Dividend-in-Kind Payment Effective Date") and (or if such ii) 4% of the Stated Value per share from , 199 [the date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from immediately following the date of such share's issuance; providedthe Merger] through , however, that dividends shall cease to accrue on a share of Series B Preferred Stock 199 [the first dividend date following such share's redemption or conversion, as the case may beMerger]. Dividends on the Series B Preferred Stock shall Each dividend will be payable to holders of record as they appear on the stock register books of the Corporation at the close of business on such a record date, not more than 60 nor less than 15 nor more than 60 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Directors. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and Dividends will be paid through cumulative from the date of such eventoriginal issuance of the Convertible Preferred Shares, which will be the Effective Date, provided that, for purposes of dividends payable on , 199 [the first dividend payment date following the Mergers] in respect of the period from the Transition Period Commencement Date through the Effective Date (the "Transition Period"), no the Transition Period Commencement Date will be treated as the issuance date for the Convertible Preferred Shares. Except as otherwise provided in this subparagraph 3, dividends shall for each full dividend period will be computed by dividing the annual dividend rate by four and dividends payable on the Series B Preferred Stock for any partial period less than a full dividend period. b. Subject to any rights of Senior Securities, no which may include, without limitation, dividends or other distributions shall be made payable with respect to the Common Stock Transition Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Convertible Preferred Shares will not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Securities (except dividends on Parity Securities paid in shares of Junior Securities) for any period unless at full cumulative dividends to be paid hereunder prior to the same time date thereof shall have been paid, or contemporaneously are declared and paid, or declared and a dividend or distribution sum sufficient for payment thereof is paid set apart for such payment on the Convertible Preferred Shares in accordance with the terms hereof. If full dividends are not so paid, the Convertible Preferred Shares shall share dividends PRO RATA with the Parity Securities according to the amount of dividends due and payable with respect to all outstanding each. No dividends may be paid or set apart for such payment, or other distributions made on Junior Securities (except dividends on Junior Securities paid in additional shares of Series B Junior Securities), and no Convertible Preferred Stock in an amount equal to the amount paid Shares, Parity Securities or Junior Securities may be repurchased, redeemed or otherwise retired nor may funds be set apart for payment with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of thereto, nor shall the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued permit any corporation or entity directly or indirectly controlled by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities Convertible Preferred Shares, Parity Securities or evidences of indebtedness, then, subject to any rights of Senior Junior Securities, if full cumulative dividends to be paid hereunder prior to the date thereof have not been paid on the Convertible Preferred Shares. Notwithstanding the foregoing, the Corporation may (i) make redemptions, purchases or other acquisitions of Convertible Preferred Shares, Parity Securities or Junior Securities payable in each such case Junior Securities or repurchases of Convertible Preferred Shares, Parity Securities or Junior Securities in the holders ordinary course of business pursuant to the Series B Preferred Stock shall be entitled terms of any current or future employee stock incentive plan or similar plan adopted by the Board and (ii) make redemptions of Rights (as defined in Section 6 below) distributed pursuant to a proportionate share of any such distribution Rights Agreement (as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributiondefined in Section 6 below).

Dividends. a. The (a) Subject to 4(d) below, the record holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor. Record holders for the payment of dividends, on each outstanding share of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock B, cumulative cash dividends calculated at the rate of six percent (6%) per annumPreferred Distribution Rate on the Liquidation Preference. Except as otherwise set forth below, resulting in the holder of dividends on each outstanding share of Series B Preferred receiving a dividend shall accrue and be cumulative from and including the issuance date of 0.06 additional shares such share and shall be payable monthly in arrears on each Dividend Payment Date. For dividends accruing during Dividend Periods ending before or on December 31, 2014, (i) 50% of Series B Preferred Stock with respect to such dividends shall be payable monthly in arrears on each share Dividend Payment Date and (ii) 50% of Series B Preferred Stock. Each such dividend dividends (“PIK Dividends”) plus PIK Interest accrued thereon shall be payable on or about each January 15 (a "Series B Dividend-in-Kind the Final Dividend Payment Date") (or if such date . If any Dividend Payment Date is not a business dayBusiness Day, the dividends due then any dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beBusiness Day. Dividends payable on the Series B Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on the Series B for any partial period shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends will be payable to holders of record as they appear on in the stock register stockholder records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B applicable Dividend Record Date"). Except Notwithstanding the foregoing or any provisions in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Articles Supplementary to the contrary, below (in which case from and after April 1, 2014 no dividends shall accrue and be paid payable on the Senior Preferred Stock tendered to the Corporation on the “Closing Date” under the Settlement Agreement (collectively, the "Exchange Preferred Stock"). For the avoidance of doubt, all dividends accrued and deferred on all shares of Series B through the date of such event)March 31, no dividends 2014 shall be payable when and as due. (b) Holders of Series B shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Preferred Stock for any partial dividend periodas specified in this Section 4 (subject to the other provisions of these Articles Supplementary). b. Subject to (c) So long as any rights share of Senior SecuritiesSeries B remains outstanding, no dividends or other distributions dividend shall be made with respect to declared or paid on the Common Stock unless at or any other shares of Junior Stock (other than a dividend payable solely in Junior Stock), and no Common Stock or any other shares of Junior Stock or Parity Stock shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same time or lesser aggregate liquidation amount) or Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock or of one share of Parity Stock for or into another share of Parity Stock (with the same or lesser per share liquidation amount) or Junior Stock) during a dividend or distribution is paid with respect to Dividend Period, unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 4(a) above, dividends on such amount), on all outstanding shares of Series B Preferred Stock have been declared and paid in an amount equal to full (or declared and a sum sufficient for the amount paid with respect to a share payment thereof has been set aside for the benefit of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of on the applicable record date fixed date) and the Corporation has established and funded a reserve for the determination projected dividends and mandatory redemption payments required pursuant to Section 5 hereof for the succeeding twelve (12) month period owing with respect to the Series B. (d) All dividends declared and paid upon Parity Stock, including the Series C and each other applicable class or series, shall be declared on all class or series of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other personsParity Stock, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of including the Series B Preferred and Series C pro rata so that the amount of dividends declared and paid per share of Series B, Series C and such other class or series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B and such other class or series of Parity Stock (which shall not include any accrual in respect of unpaid dividends on such other class or series of Parity Stock for prior Dividend Periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other. All dividends declared and paid upon the Series B shall be declared and paid in equal amounts on each such share outstanding at the close of business on the Dividend Record Date with respect to such dividend. (e) Subject to the foregoing and the provisions of Section 8(c), such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and the Series B shall not be entitled to a proportionate share of participate in any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributiondividends.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock stock shall be entitled to receive dividendspreferential dividends in cash, when, as and when if declared by the Board of Directors out of the funds of the Bank legally available therefor. Record at the time for the payment of dividends, at a rate of $2.00 per share per annum, and no more, payable quarterly on the thirtieth (30th) day of January, April, July and October to holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares record of Series B A Preferred Stock at the rate close of six percent business on the last day of the preceding month, before any dividend or other distribution on (6%i) per annumany equity securities ranking junior to the Series A Preferred Stock as to the payment of dividends or other distributions ("Junior Stock") and (ii) ("Common Stock"); provided, resulting however, may, at any time and from time to of the Series A Preferred Stock dividend fifteen (15) days before or after those which event the first dividend payable after each such change in the holder payment date shall be adjusted accordingly on a daily basis from the dividend payment date last preceding such change. The first dividend payment date of the Series A Preferred Stock shall be October 30, 1988. Dividends on each share of Series B A Preferred receiving a dividend Stock outstanding shall be non- cumulative, whether or not in any fiscal year there shall be any funds of 0.06 additional shares the Bank legally available for the payment of such dividends, so that if in any fiscal year or years, dividends in whole or in part are not paid upon the Series B A Preferred Stock, unpaid dividends shall not accumulate as against the holder(s) of the Common Stock or any Junior Stock, so that except as set forth in paragraphs 3 and 4 hereof no sums in any later years shall be paid to the holder(s) of the Series A Preferred Stock with respect to each share any prior year or years when dividends were not paid, and so that in no event shall the holder(s) of the Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock from receive dividends of more than $2.00 per share in any fiscal year. The date on which the date of such share's issuance; provided, however, that dividends Bank shall cease to accrue on initially issue a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B A Preferred Stock shall be payable deemed to holders be the "date of record as they appear issuance" of such share regardless of the number of times the transfer of such share shall be made on the Bank's stock register transfer records and regardless of the Corporation on number of certificates which may be issued to evidence such record dateshare. If, not less than 15 nor more than 60 days preceding a in any quarterly dividend payment date (including a period or periods, full dividends upon the outstanding Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock at the dividend rate set forth herein shall not have been paid or set apart for any partial dividend period. b. Subject to any rights of Senior Securitiespayment, then, until such payment is made or set apart, (i) no dividends or other distributions shall be made declared and paid or set apart for payment upon any equity securities of the Bank other than securities which have a dividend payment preference superior to the Series A Preferred Stock; (ii) the Bank and its subsidiaries, if any, shall be prohibited from repurchasing, redeeming or otherwise acquiring any of the Bank's preferred stock ranking on a parity with respect to the Series A Preferred Stock or any of the Common Stock unless or any Junior Stock; and (iii) the Bank shall be prohibited from issuing any preferred stock which ranks superior to or on parity with the Series A Preferred stock as to the payment of dividends and other distributions. If, at any time, the same time Bank shall pay less than the total amount of dividends then payable on the then-outstanding Series A Preferred Stock and on any then-outstanding class or series of stock of the Bank which ranks on a parity with the Series A Preferred Stock as to the payment of dividends and other distributions ("Parity Stock"), the aggregate payment to all holders of Series A Preferred Stock and to all holders of Parity Stock shall be distributed among all such holders so that an amount ratably in proportion to the respective annual dividend or distribution is rates fixed thereon shall be paid with respect to all each outstanding shares share of Series B A Preferred Stock and Parity Stock. Holders of the Series A Preferred Stock shall not be entitled to participate in an amount equal to the amount any dividends or other distributions (cash, stock or otherwise) declared or paid on or with respect to a share any Common Stock, Junior Stock or any other class of Common Stock as though the holders stock or equity security of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation Bank or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share series of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionclass.