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 So long as any shares of Series A Cumulative Preferred Stock will be outstanding, the holders of record the Series A Cumulative Preferred Stock will be entitled to receive cumulative preferential dividends accruing at the LIBOR Rate on the value of $100.00 per share, payable quarterly on the 1st day of March, June, September and December of each year, beginning December 1, 1997 (each date being called a "Dividend Payment Date"), the dividends to be cumulative and payable as allowed by the Nevada Business Corporation Act, Chapter 78, Nevada Revised Statutes, with respect to the quarterly dividend period (or portion of it) ending on the day preceding the respective Dividend Payment Date, fixed for that purpose by the Board in advance of payment of each particular dividend. The LIBOR Rate shall mean the rate (rounded, if necessary, to the next higher 1/100 of 1%) for deposits in United States Dollars for a maturity of three months which appears on the Telerate Page 3750 at approximately 11:00 a.m. London time representing the offered side of dollar deposits in the London market two (2) London business days prior to the effective date of the applicable LIBOR Rate. The LIBOR Rate shall be presumed to be the three months London Interbank Offered Rates as shown in the Wall Street Journal under "Money Rates" as long as such rates are published. The LIBOR Rate will be fixed on the Original Issue Date and thereafter be changed at every Dividend Payment Date to be effective until the next Dividend Payment Date. The "Original Issue Date" means the first date on which the Corporation will issue any shares of Series A Cumulative Preferred Stock. Dividends on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Cumulative Preferred Stock shall be entitled cumulative from the Original Issue Date (whether or not declared and whether or not in any dividend period or dividend periods there will be net profits or net assets of the Corporation legally available for the payment of those dividends). So long as any shares of Series A Cumulative Preferred Stock shall remain outstanding, the Corporation may not declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or make monies available for a sinking fund for the purchase or redemption of, any shares of stock of the Corporation ranking junior to receive dividendsthe Series A Cumulative Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up of the Corporation including Common Stock, par value $.01, of the Corporation ("junior stock") (other than as a result of a reclassification of junior stock into another class of junior stock, or the exchange or conversion of one junior stock for or into another junior stock) unless (i) all dividends in respect of the Series A Cumulative Preferred Stock for all past dividend periods have been paid and when such dividends for the current dividend period have been paid or declared and duly provided for, and (ii) all amounts in respect of the mandatory redemption of Series A Cumulative Preferred Stock pursuant to the terms of paragraph 5 below have been paid for all prior applicable periods and all amounts in respect of such mandatory redemption for the current applicable period have been paid or duly provided for. Subject to the foregoing, and not otherwise, the dividends (payable in cash, stock or otherwise) as may be determined by the Board may be declared and paid on any junior stock from time to time out of Directors any funds legally available, and the Series A Cumulative Preferred Stock will not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Series A Cumulative Preferred Stock then outstanding are entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether such assets are capital, surplus or earnings, before any payment or declaration and setting apart for payment of any amount will be made in respect of any shares of any junior stock with respect to the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the Corporation, an amount equal to $100 per share plus all accumulated and unpaid dividends (including a prorated quarterly dividend from the last Dividend Payment Date to the date of such payment) in respect of any liquidation, dissolution or winding up consummated. If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Series A Cumulative Preferred Stock shall be insufficient to permit the payment to the shareholders of the full preferential amounts aforesaid, then the entire assets of the Corporation to be distributed shall be distributed ratably among the holders of Series A Cumulative Preferred Stock based on the full preferential amounts for the number of shares of Series A Cumulative Preferred Stock. A consolidation or merger of the Corporation with or into any other corporation or corporations in which the stockholders of the Corporation receive solely capital stock of the acquiring or surviving corporation (or of the direct or indirect parent corporation of the acquiring corporation), except for cash in lieu of fractional shares, will not be deemed to be a liquidation, dissolution, or winding up of the Corporation as those terms are used in this Certificate. Mandatory Redemption. The Corporation will, at the redemption price equal to $100 per share plus an amount, payable in cash, equal to the sum of all accumulated and unpaid dividends per share (including a prorated quarterly dividend from the last Dividend Payment Date to the applicable Redemption Date) (the "Redemption Price"), redeem from any source of funds legally available therefor. Record holders , the amount of shares of Series B A Cumulative Preferred Stock outstanding on a Series B Dividend Record the date set forth on the Redemption Schedule attached to this Certificate. Redemption Date shall be entitled to one dividend-in-kind payable each year in additional the date on which any shares of Series B A Cumulative Preferred Stock at are redeemed by the rate Corporation. This Certificate shall be notice of six percent (6%) per annumthis mandatory redemption on the dates specified on the Redemption Schedule, resulting in and any further notice is waived by acceptance of this Certificate. If the Corporation's records show there is more than one holder of Series A Cumulative Preferred Stock, the Corporation will effect the redemption pro rata according to the number of shares held by each share holder of Series B A Cumulative Preferred receiving a dividend Stock shown on the books of 0.06 additional the Corporation. On or before the date fixed for redemption, each holder of Series A Cumulative Preferred Stock will surrender the certificate or certificates representing the shares of Series B A Cumulative 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 Corporation and the Redemption Price for the shares will be paid in cash on the next succeeding business day) beginning Redemption Date to the person whose name appears 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 certificate or conversion, certificates as the case may beowner, and each surrendered certificate will be canceled and retired. Dividends In the event that less than all of the shares represented by any certificate are redeemed, a new certificate will be issued representing the unredeemed shares. Unless the Corporation defaults in the payment in full of the Redemption Price, dividends on the Series B A Cumulative Preferred Stock shall be payable called for redemption will cease to accumulate on the Redemption Date, and all rights of 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 (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 shares redeemed will cease to have any partial dividend period. b. Subject to any further rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at shares on 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 Redemption Date, other than to receive such distributionthe Redemption Price. 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. (i) The holders of record on the Series B Dividend Record Date (as defined belowHolder(s) of the outstanding Series 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 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 , when, as and if declared by the Board of Directors, out of any funds legally available for the payment of dividends, cumulative cash dividends at a rate per annum equal to 8.0% of the Liquidation Preference (the “Dividend Rate”) in accordance with subdivisions 1, 2 and 3 of Article FOURTH of the Certificate of Incorporation; provided, however, that in the event that on any Dividend Payment Date there shall be accrued and unpaid dividends for any prior Dividend Period, the Dividend Rate shall equal 8.0% per annum of the sum of (x) the Liquidation Preference and (y) the amount of all such accrued and unpaid dividends for any prior Dividend Periods. (ii) Dividends will accrue and cumulate from the Issue Date and are payable quarterly in arrears on or about each January 15 the first day of January, April, July and October (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or if such date ”), commencing on the first Dividend Payment Date following the Issue Date. If a Dividend Payment Date falls on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall will be paid on the next succeeding business dayBusiness Day as if it were paid on the Dividend Payment Date and no interest will accrue in connection therewith. (iii) beginning The amount of dividends payable for each full quarterly Dividend Period will be computed by dividing the Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, or any other Dividend Period shorter or longer than a full quarterly Dividend Period, will be computed on January 15, 2001the basis of the actual number of days elapsed during such Dividend Period over a 360-day year. (iv) Dividends will be paid to the Holder(s) as such Holder(s) appear in the records of the Corporation at the Close of Business on the 15th day of the immediately preceding calendar month in which the applicable Dividend Payment Date falls (the “Dividend Record Date”). Such dividends The Dividend Record Date shall be cumulative and shall accrue apply regardless of whether any particular Dividend Record Date is a Business Day. (v) Dividends on each any share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends converted to Common Stock shall cease to accrue accumulate on a share of Series B Preferred Stock following such share's redemption the Mandatory Conversion Date or conversionany applicable Conversion Date, 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 periodapplicable. 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 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. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, out of the assets of the Company, Dividends on the terms described below: (i) For each period from and including the Original Issue Date, and to but excluding the fifth anniversary of the Original Issue Date. (the “First Reset Date”), the Company shall pay, subject to Section 4(c), if, as and when declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock the Company, on a Series B each Dividend Record Payment Date shall be entitled to one dividend-in-kind payable for the applicable Payment Period or Payment Periods dividends on 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 outstanding share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B C Preferred Stock with respect (the “Dividends”) at a rate per annum equal to each 7.50% of the Liquidation Preference per share of Series B C Preferred StockStock (the “Dividend Rate”), payable in accordance with Section 4(a)(ii) below. Each such dividend For each Payment Period beginning on the First Reset Date, the Dividend Rate shall be payable on equal to the prior Payment Period’s Dividend Rate, plus 1.50%. Subject to Section 4(c), to the extent not paid in cash, whether or about each January 15 (not the Company has earnings, whether or not the payment of such dividends is then permitted under Delaware law, whether or not such dividends are authorized or declared, and whether or not any agreements to which the Company is a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayparty prohibit the current payment of dividends, including any agreement relating 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 15Company’s indebtedness, 2001. Such dividends shall be cumulative and shall accrue Dividends on each share of Series B C Preferred Stock shall accrue daily from and after the Original Issue Date of such share and shall compound on a quarterly basis on each Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed). The Accrued Dividends, to the extent unpaid, shall in all cases be payable upon a Liquidation pursuant to Section 6 or upon any conversion of the Series C Preferred Stock pursuant to Section 7. Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $0.005 being rounded upward). (ii) Each Dividend if, as and when such Dividends are declared by the Board of Directors, shall be paid to the Holders in cash or, at the option of the Holder, in shares of Common Stock. Any shares of Common Stock issued in payment of a Dividend on Preferred Stock shall be valued at the closing price of the last Trading Day preceding the record date designated by the Board of Directors relating to such Dividends. Notwithstanding anything in this Certificate of Designation to the contrary, until the Company has obtained the Requisite Stockholder Approval, the Company may not issue shares of Common Stock in payment of a Dividend to the extent such payment would result in an issuance of shares of Common Stock in excess of the Requisite Stockholder Approval. (iii) Each Dividend shall be paid pro rata to the Holders. Each Dividend shall be payable to the Holders as they appear on the Register at the Close of Business on the date of which is 15 days preceding the applicable Dividend Payment Date (such share's issuancedate, an “Dividend Payment Record Date”). (a) If the Holders elect to receive a cash dividend payment and the Company fails to make the corresponding cash dividend payment (a “Dividend Nonpayment”) with respect to three or more consecutive or non-consecutive Payment Periods, the Dividend Rate on the Preferred Stock will increase an additional 0.25% per annum commencing immediately following the third Payment Period for which there has been a Dividend Nonpayment and will increase an additional 0.25% per annum every third succeeding Dividend Nonpayment (whether the Payment Periods to which such Dividend Nonpayments relate are consecutive or non-consecutive); provided, however, that dividends the maximum Dividend Rate on the Preferred Stock (after giving effect to Section 4(a)(i) and this Section 4(b)) shall cease be capped at 12.0% per annum. (c) If the date relating to accrue a Liquidation pursuant to Section 6, upon any conversion of the Series C Preferred Stock pursuant to Section 7, or upon any redemption of the Series C Preferred Stock pursuant to Section 8, respectively, is after a Dividend Payment Record Date for a declared Dividend on a the Series C Preferred Stock but occurs on or prior to the next Dividend Payment Date, then the Holder of such share of Series B C Preferred Stock following at the Close of Business on such share's redemption Dividend Payment Record Date will be entitled, notwithstanding the related Liquidation, conversion or conversionredemption, as applicable, to receive, on or, at the case may beCompany’s election, before such Dividend Payment Date, such declared Dividend on such share of Series C Preferred Stock. Except as provided in this Section 4(c), Dividends on the Series B any share of Preferred Stock shall be payable will cease 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 accumulate from and be paid through after 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 relating to a share of Common Stock as though the holders Liquidation pursuant to Section 6, upon any conversion of the Series B C 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 pursuant to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other personsSection 7, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase upon any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders redemption of the Series B C Preferred Stock shall be entitled pursuant to a proportionate share of any such distribution Section 8, 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.

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 C 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 6.25% of the $25.00 liquidation preference per annum (6%) equivalent to a fixed annual amount of $1.5625 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 C 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 which shall be the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”). 1 To be the last dividend payment date that occurs before the Effective Time of the Merger (including provided that if such Effective Time occurs after the dividend record date for a Series B Dividend-in-Kind Payment Date)dividend and before the dividend payment date for such dividend, as such date shall be fixed the dividend payment date for such dividend). (b) No dividends on shares of Series C Preferred Stock shall be declared by the Board 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, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (a "c) Notwithstanding the foregoing, dividends on the 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 C 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 C Preferred Stock shall accumulate as of the Dividend Payment Date on which they first become payable. (d) Except as provided in Section 3(e) below, unless full cumulative dividends on the Series C 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 C 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 C 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 C 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 C 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 C Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series C 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 C 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 C 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 C Preferred Stock which may be in arrears. (f) Any dividend payment made on shares of the Series C 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 C 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 C Preferred Stock as described above.

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 (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. 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 authorized by the Board of Directors and declared by the Corporation out of any funds legally available therefor. Record holders , cumulative preferential cash dividends payable quarterly on March 31, June 30, September 30 and December 31 (each such date being referred to herein as a “Quarterly Dividend Payment Date” and each period beginning on the day next following a Quarterly Dividend Payment Date and ending on the next following Quarterly Dividend Payment Date being referred to herein as a “Dividend Period”), commencing on the first Quarterly Dividend Payment Date after the first issuance 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 share or fraction of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each a share of Series B Preferred receiving a dividend A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of 0.06 additional (A) $.01 or (B) subject to adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than dividends payable in shares of Series B Preferred Stock with respect to each share of Series B Preferred Common Stock. Each such dividend shall be payable , as constituted 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; providedpayment), howeverdeclared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, that dividends shall cease or, with respect to accrue on the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock following such share's redemption or conversion, as A Preferred. In 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 event the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date shall at any time after ___(including a Series B Dividend-in-Kind Payment the “Rights Dividend Declaration 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 A) declare any dividend 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 payable in shares of Common Stock, (B) subdivide the same time a dividend outstanding Common Stock, or distribution is paid with respect to all (C) combine the outstanding shares of Series B Preferred Common Stock into a smaller number of shares, then in an amount equal to each such case the amount paid with respect to a share which holders of Common Stock as though the holders shares of the Series B A Preferred Stock were entitled immediately prior to such event under clause (B) of the holders preceding paragraph shall be adjusted by multiplying such amount by a fraction (the “Adjustment Factor”), the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator 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 is the number of shares of Common Stock outstanding immediately prior to such event. The Corporation shall declare a dividend or distribution on the Series A Preferred immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend at the rate of $.01 per share on the Series A Preferred shall nevertheless be declared payable on such subsequent Quarterly Dividend Payment Date. Dividends on the shares of Series A Preferred shall accrue and be cumulative from and including the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which event dividends on such shares shall accrue and be cumulative from and including the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall accrue and be cumulative from and including such Quarterly Dividend Payment Date, whether or not (A) the Corporation has earnings, (B) dividends on such shares are declared or (C) on any Quarterly Dividend Payment Date there shall be funds legally available for the payment of such dividends. When dividends are not paid in full upon the shares of Series A Preferred and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred (or a sum sufficient for such full payment is not set apart therefor), all dividends declared upon shares of Series A Preferred and any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred shall be declared pro rata so that the amount of dividends declared per share on the Series A Preferred and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of Series A Preferred and such other series of preferred stock bear to each other. Except as provided in the immediately preceding paragraph, unless full cumulative dividends on the Series A Preferred have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment on the Series A Preferred for all past dividend periods and the then current dividend period, (A) no dividends shall be declared or paid or set apart for payment on the preferred stock of the Corporation ranking, as to dividends, on a parity with or junior to the Series A Preferred for any period, and (B) no dividends (other than in Junior Stock) shall be declared or paid or set aside for payment or other distribution or shall be declared or made upon the Junior Stock or any other stock of the Corporation ranking on a parity with the Series A Preferred as to dividends or upon liquidation (for purposes of this Section 6.6, “Parity Stock”), nor shall any Junior Stock or any Parity 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 Stock) by the Corporation (except by conversion into or exchange for Junior Stock). Any dividend payment made on shares of the Series A Preferred shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which their respective remains payable. No dividends on shares of Series B A Preferred Stock are convertible shall be authorized by the Board or declared and 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, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Accrued but unpaid dividends on the Series A Preferred will not bear interest. Holders of the Series A Preferred will not be entitled to any dividends in excess of full cumulative dividends as described above. Except as provided in this Charter, the Series A Preferred shall not be entitled to participate in the earnings or assets of the Corporation. The Board may fix a record date for the determination of holders of shares of Series A Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionpayment thereof.

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 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. The Prior to the Second Anniversary Date, shares of Series A Preferred Stock shall accumulate dividends 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 A 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 A Preferred Stock shall accumulate dividends at a rate of 8% per annum, which dividends shall be paid in cash. On and prior to the Second Anniversary Date, dividends shall be paid annually on the anniversary of the original issuance of Series A 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 Series B Dividend Record Date (as defined below) stock record books of the outstanding Series B Preferred Stock Corporation on the fifteenth day prior to the relevant Dividend Payment Date. Dividends shall be entitled to receive dividendspaid 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 A 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 shall be payable to holders basis of record as they appear on a 360-day year consisting of twelve 30-day months (four 90-day quarters) and the stock register actual number 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 elapsed in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in period for 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 periodpayable. 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 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 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 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 (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 (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. (a) Each of Parent and the Company shall declare a dividend to their respective stockholders, the record and payment date for which shall be the close of business on the last Business Day prior to the Effective Time. The per share dividend amount payable by the Company shall be an amount equal to (i) the Company’s most recent quarterly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) if necessary to enable the Company to make aggregate dividend distributions during its final taxable period equal to the Minimum Distribution Dividend, an additional amount (the “Additional Dividend Amount”) necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The per share dividend amount payable by Parent shall be an amount equal to (i) Parent’s most recent quarterly dividend, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) the Additional Dividend Amount, if any, divided by the Exchange Ratio. If the Company determines it is necessary to declare the Additional Dividend Amount, the Company shall notify Parent of such determination at least ten days prior to the Company Stockholder Meeting. (b) In the event that a distribution with respect to the shares of Company Common Stock permitted under the terms of this Agreement (including pursuant to Section 6.1(b)(iii) and Section 6.12(a) above) has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Company Common Stock shall be entitled to receive dividends, as and when declared by such distribution from 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 Company at the rate time such shares are exchanged pursuant to Article III 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 periodthis Agreement. 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 belowa) Holders of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Company 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 , cumulative cash dividends at the rate per share (as a percentage of six percent (6%the Stated Value per share) equal to 8% per annum, resulting payable quarterly in arrears on March 31, June 30, September 30 and December 31 in each year, with the holder first dividend payable on March 31, 1996. Dividends on the Preferred Stock shall accrue 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 year beginning on March 31, 1996 and shall be deemed to each share of Series B Preferred Stockaccrue on such date whether or not earned or declared. 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 books of the Corporation Company on such record dates, which shall be 30 days prior to the payment dates thereof unless another record date, not less than 15 nor which shall be no more than 60 45 days preceding a dividend prior to such payment date (including a Series B Dividend-in-Kind Payment Date)dates, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")of the Company. Except in The party that holds the case of a redemption under Section 4 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 were accrued prior to such dividend payment date, without regard to any sale or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date disposition of such event), Preferred Stock subsequent to the applicable record date but prior to the applicable dividend payment date. The Company will pay no interest on accrued and unpaid dividends shall be payable on the Series B Preferred Stock. (b) So long as any Preferred Stock for shall remain outstanding, in no event shall any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or distribution (other distributions shall be made with respect to the Common Stock unless at the same time than a dividend or distribution is described in Section 5) be paid with upon, nor shall any distribution be made in respect of, the Junior Stock, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of the Junior Stock unless all outstanding shares of Series B dividends on the 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 distributionall past dividend periods shall have been paid, but without interest. 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 (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. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall be are entitled to receive dividendsreceive, when, as and when if authorized by our board of directors (or a duly authorized committee of the board) and declared by the Board of Directors us, out of funds legally available thereforfor the payment of dividends, preferential cumulative cash dividends at the rate of 6.00% per annum of the liquidation preference of $25.00 per share (equivalent to a fixed annual amount of $1.50 per share). Record holders Holders of the Series B Preferred Stock are not eligible to participate in the Company’s dividend reinvestment plan. Dividends on a shares of the Series B Dividend Record Date shall Preferred Stock will accrue and be entitled paid on the basis ofa 360-day year consisting of twelve 30-day months. Dividends on outstanding shares of the Series B Preferred Stock will accrue and be cumulative from the end of the most recent dividend period for which dividends have been paid or, if no dividends have been paid, from the date of issuance. Dividends will be payable monthly in arrears, such payment date as our board of directors may designate, to one dividend-in-kind payable holders of record as they appear in our stock records at the close of business on the applicable record date. The record date for each year in additional dividend will be designated by our board of directors and will be a date that is prior to the dividend payment date. Our board of directors will not authorize, and we will not declare, pay or set apart for payment, any dividends on shares of Series B Preferred Stock at any time that the rate terms and provisions of six percent (6%) per annumany of our agreements, resulting in including any agreement relating to our indebtedness, prohibits that action or provides that the holder authorization, declaration, payment or setting apart for payment of each share those dividends would constitute a breach of Series B Preferred receiving or a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each default under any such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (agreement, or if such date action is not a business dayrestricted or prohibited by law. Notwithstanding the foregoing, 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, will accumulate whether or 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 1) restrictions exist 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.thereof,

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be Units are entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors and declared by the Partnership, 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 dividends, preferential cumulative dividends payable each year in additional shares of Series B Preferred Stock cash at the rate per annum of six percent $1.5625 per Series A Preferred Unit (6%the “Annual Dividend Rate”), which is equivalent to a rate of 6.250% per annum of the Liquidation Preference. (b) per annumDividends on the Series A Preferred Units shall be cumulative from and including August 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 2023 and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on or about January 31, April 30, July 31 and October 31, respectively, of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year, or, if any such date is shall not be a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on not later than the next succeeding business day) beginning day (each, a “Dividend Payment Date”). The amount of dividends payable on January 15, 2001. Such dividends each Dividend Payment Date for the Series A Preferred Units shall be cumulative and shall accrue computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on each share of Series B Preferred Stock from October 31, 2023, with respect to the date of such share's issuance; providedperiod commencing on August 1, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion2023, as if the case may beSeries A Preferred Units were issued and outstanding on that date and ending October 31, 2023. Dividends The amount of any dividend payable on the Series B A Preferred Stock shall Units with respect to any period (that is shorter or longer than one full quarterly 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 of the Partnership at the close of business on the stock register applicable record date determined each quarter by the Board of the Corporation on such record dateDirectors, which shall not less than 15 nor be more than 60 30 days preceding the applicable Dividend Payment Date (each, a dividend payment date “Dividend Record Date”). (including a c) No dividends on the Series B Dividend-in-Kind Payment Date), as A Preferred Units shall be fixed authorized by the Board of Directors or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, 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 shall be restricted or prohibited by law. (a "d) Notwithstanding the foregoing, dividends on outstanding Series B Dividend Record Date"). Except in A Preferred Units will accrue whether or not the case of a redemption under Section 4 Partnership has earnings, whether or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through not there are funds legally available for the date payment of such event), no dividends shall be payable and whether or not such dividends are authorized or declared. Accrued but unpaid dividends 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 Units will not bear interest and holders of the Series B A Preferred Stock were Units will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the holders next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any Units of the number Partnership ranking, as to dividends, on a parity with the Series A Preferred Units (other than a dividend in the Common Units or in any other class or series of shares Units ranking junior to the Series A Preferred Units as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding Series A Preferred Units for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Units and any other series of Preferred Units ranking on a parity as to dividends with the Series A Preferred Units, all dividends authorized and declared upon the Series A Preferred Units and any other series of Preferred Units ranking on a parity as to dividends with the Series A Preferred Units shall be authorized and declared ratably so that the amount of dividends authorized and declared per Series A Preferred Unit and such other series of Preferred Units shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Units and such other series of Preferred Units (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Units does not have a cumulative dividend) bear to each other. (e) Except as described in Section 4(d) above, unless full cumulative dividends on outstanding Series A Preferred Units have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in Common Stock Units or other Units ranking junior to the Series A Preferred Units as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment, nor shall any other distribution be authorized and declared or made upon the Common Units, or any other Units of the Corporation into which their respective shares of Partnership ranking junior to or on a parity with the Series B A Preferred Stock are convertible Units as to dividends or upon liquidation, nor shall any Common Units, or any other Units of the record date fixed Partnership ranking junior to or on a parity with the Series A Preferred Units as to dividends or upon liquidation be redeemed, purchased or otherwise acquired 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 any consideration 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 Partnership. Holders of the Series B A Preferred Stock Units shall not be entitled to a proportionate share any dividend, whether payable in cash, property or stock, in excess of any such distribution as though the holders of full cumulative dividends on the Series B A Preferred Stock were Units as provided above. Any dividend payment made on the holders of Series A Preferred Units shall first be credited against the number of earliest accrued but unpaid dividend due with respect to such 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 distributionremains payable.

Dividends. a. (1) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class A Voting Preferred Stock Shares shall be entitled to receive cumulative quarterly dividends payable in cash (or in kind to the extent provided in this subsection (b)) on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share of Class A Voting Preferred Shares (the "First Quarterly Dividend Payment Date"), in an amount per share (rounded to the nearest cent), subject to the provisions for adjustment set forth in this subsection (b), equal to 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares on or since the immediately preceding Quarterly Dividend Declaration Date, as defined below, or, with respect to the first Quarterly Dividend Declaration Date, since the first issuance of any share of Class A Voting Preferred Shares. If no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Declaration Date and when declared by the Board of Directors out of funds legally available therefor. Record next subsequent Quarterly Dividend Declaration Date, the holders of Series B Class A Voting Preferred Stock on a Series B Dividend Record Date Shares 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 receive a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each $0.01 per 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 subsequent Quarterly 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 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 The Corporation shall declare a distribution payable in securities dividend on the Class A Voting Preferred Shares on the fifth day of other personsMarch, evidences June, September and December of indebtedness issued by the Corporation or other persons, assets each year (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 date being referred to herein as a "Quarterly Dividend Declaration Date"), commencing on the holders first Quarterly Dividend Declaration Date after the first issuance 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.Class A

Dividends. a. The holders (a) Subject to Section 7(d) in the case of record on the Series B Dividend Record Date (as defined below) Textron Shares only, all shares of the outstanding Series B Redeemable Preferred Stock shall be entitled to receive will bear dividends, as and when declared by the Board of Directors whether or not earned or declared, out of funds legally available therefor. Record holders , from the Issuance Date thereof accruing on the Liquidation Preference thereof at the rate of (x) (I) for all dividend periods ending on or before July 1, 2003, 11% per annum, and (II) for all dividend periods ending after July 1, 2003, 15% per annum (the "Series B A Dividend Rate") in the case of the Series A Redeemable Preferred Stock Stock, (y) (I) for all dividend periods ending on a or before July 1, 2003, 12% per annum, and (II) for all dividend periods ending after July 1, 2003, 16% per annum (the "Series B Dividend Record Rate") in the case of the Series B Redeemable Preferred Stock and (z) (I) for all dividend periods ending on or before July 1, 2003, 12% per annum, and (II) for all dividend periods ending after July 1, 2003, 16% per annum (the "Series C Dividend Rate" and, together with the Series A Dividend Rate and the Series B Dividend Rate, the "Dividend Rate") in the case of the Series C Redeemable Preferred Stock and, in each case, will be payable quarterly in arrears on each Dividend Payment Date, commencing on April 1, 2002, to Holders of record on the March 15, June 15, September 15 and December 15 immediately preceding the relevant Dividend Payment Date. In calculating the amount of dividends due on any Dividend Payment Date, the Liquidation Preference utilized shall be the Liquidation Preference in effect on the first business day following the immediately preceding Dividend Payment Date. The Company may, at its option and without notice, elect to accrue (x) at any time, up to (but not more than) an amount (rounded to the nearest $.01) equivalent to 7% per annum of the dividends on the Series A Redeemable Preferred Stock payable on any Dividend Payment Date and up to (but not more than) an amount (rounded to the nearest $.01) equivalent to 8% per annum of the dividends on each of the Series B Redeemable Preferred Stock and the Series C Redeemable Preferred Stock payable on any Dividend Payment Date or (y) at all times through and including the dividend period ending and Dividend Payment Date on January 1, 2004 during which the payment of cash dividends on Redeemable Preferred Stock would result in a Material Breach by the Company or Parent, up to the full amount of all dividends on each series of Redeemable Preferred Stock payable on any Dividend Payment Date, but only to the extent necessary to prevent any such breach from occurring (with any amounts payable in cash being paid on a pro rata basis (based on aggregate Liquidation Preference) as among each series of Redeemable Preferred Stock); in each case in lieu of payment of such dividends in cash and, in each such case, any such accrued dividends (respectively, the "Series A Accrued Dividends," "Series B Accrued Dividends" and "Series C Accrued Dividends") will be added to the Liquidation Preference of the applicable series of Redeemable Preferred Stock. Additional dividends are payable in cash in respect of Series A Redeemable Preferred Stock constituting Textron Shares as provided in Section 7(d) ("Liquidity Dividends"); provided that at all times through and including the dividend period ending and Dividend Payment Date on January 1, 2004 during which the payment of cash Liquidity Dividends on Series A Redeemable Preferred Stock would result in a Material Breach by the Company or Parent, the Company may, without notice, elect to accrue up to all Liquidity Dividends payable on Series A Redeemable Preferred Stock payable on any Dividend Payment Date (but only to the extent necessary to prevent any such breach from occurring), with any such accrual being added to the Series A Accrued Dividends for the relevant period. Dividends shall cease to accumulate in respect of the shares of Redeemable Preferred Stock upon their redemption unless the Company shall have failed to pay the relevant redemption price on the Redemption Date. (b) All dividends (including pursuant to Section 2(f)) paid with respect to shares of the Redeemable Preferred Stock pursuant to this Certificate of Designation shall be paid pro rata to the Holders entitled thereto. (c) Dividends with respect to Redeemable Preferred Stock are payable when, as and if declared by the Board of Directors, and nothing contained in this Certificate of Designation shall in any way or under any circumstances be construed or deemed to require the Board of Directors to declare, or the Company to pay or set apart for payment, any dividends on shares of the Redeemable Preferred Stock at any time. Dividends on the Redeemable Preferred Stock will accrue whether or not the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. The accrual of dividends as Series A Accrued Dividends, Series B Accrued Dividends or Series C Accrued Dividends as permitted by Section 2(a) shall be deemed to be a payment of dividends and shall fulfill the Company's obligations with respect to the payment of such portion of the dividends payable upon the Redeemable Preferred Stock for all purposes hereof. Other dividends will accumulate to the extent they are not paid on the Dividend Payment Date for the period to which they relate as Cash Dividends in Arrears and accumulated and unpaid dividends which are required to be paid in cash will bear Additional Dividends until paid on the same basis as set forth in Section 2(a) of this Certificate of Designation, compounded quarterly on each Dividend Payment Date. (d) Subject to the Company's option to accrue a portion of the dividends provided for in Section 2(a), Holders shall be entitled to one dividend-in-kind receive the cash dividends provided for in this Certificate of Designation (including the Total Cash Dividends in Arrears) in preference to and in priority over any cash dividends (including accumulated and unpaid dividends) payable each year in additional shares upon any Junior Securities. (e) At the Issuance Date of the Series B A2 Redeemable Preferred Stock at and 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 B2 Redeemable Preferred Stock with respect to each share of and the Series B C2 Redeemable Preferred Stock. Each , such dividend shares shall be payable on or about each January 15 (a "issued with Total Cash Dividends in Arrears and accumulated and unpaid dividends for the then current dividend period equal to that of the Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayA1 Redeemable Preferred Stock, the dividends due on such Series B Dividend-in-Kind Payment Date B1 Redeemable Preferred Stock and the Series C1 Redeemable Preferred Stock for which it is exchanged pursuant to the Registration Rights Agreement. (f) At any time and from time to time when there shall be paid Total Cash Dividends in Arrears, the Company may declare and pay, to the Holders of record of the Redeemable Preferred Stock on any record date chosen by the next succeeding business day) beginning on January 15, 2001. Such dividends Company (which record date 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 10 and not more than 60 days preceding a dividend prior to the payment date for such special dividend) for such dividends, a special dividend per share of Redeemable Preferred Stock equal to all or a portion of the Total Cash Dividends in Arrears as of the payment date. Upon payment of such a dividend, if less than the Total Cash Dividends in Arrears with respect to a share has been paid, the Cash Dividends in Arrears and Additional Dividends with respect to such share shall be reduced on a pro rata basis by the amount of such dividend. (including a Series B Dividend-in-Kind g) No full dividends may be declared or paid or funds set apart for the payment of dividends on, and the Company shall not make any other distribution with respect to, any Parity Securities for any period unless the entire Total Cash Dividends in Arrears for all issued and outstanding shares of Redeemable Preferred Stock shall have been declared and paid in full, except as provided below. If at any time there shall exist Total Cash Dividends in Arrears, the Redeemable Preferred Stock will share dividends pro rata with the Parity Securities (on the basis of the relative unpaid amount of Cash Dividends in Arrears and Additional Dividends, in the case of the Redeemable Preferred Stock and of cumulative accrued and unpaid dividends, in the case of such Parity Securities). (h) Cash Dividends in Arrears, Additional Dividends and other dividends in connection with any redemption may be declared and paid at any time, without reference to any regular Dividend Payment Date), to Holders of record of the Redeemable Preferred Stock on such date, not more than 60 days prior to the payment thereof, as shall may be fixed by the Board of Directors 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 i) Dividends 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 Redeemable Preferred Stock shall be entitled to computed on the basis of a proportionate share 360-day year of any such distribution as though twelve 30-day months and the holders of the Series B Preferred Stock were the holders of the actual number of shares of Common Stock of days elapsed in the Corporation into period 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 payable and shall be deemed to receive such distributionaccrue on a daily basis.

Dividends. a. The holders 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 6.50% per annum; provided, that in the event that the Shareholder Approval has not been obtained by the Corporation on or prior to March 5, 2000, shares of Series B Preferred Stock shall accumulate dividends at a rate of 12.00% per annum from and after March 5, 2000 through the Approval Date. After the Approval Date, shares of Series B Preferred Stock shall accumulate dividends at a rate of 6.50% per annum. Payment of dividends shall be entitled made in cash except as otherwise provided in this Article III. 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, on 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 receive dividendsholders 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; provided, however, that the Corporation may elect not to make any dividend payment due hereunder on any Dividend Payment Date (other than as required in connection with any redemption or repurchase of shares of Series B Preferred Stock or any liquidation, dissolution or winding up of the Corporation), and any such amount then due in respect of dividends shall constitute an Arrearage (as defined below). 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 issuanceissuance and shall be deemed to accumulate from day to day whether or not earned or declared until paid; provided, however, provided that dividends shall cease be deemed to accrue have accumulated 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 issued on the amount paid with respect to a share date of Common Stock as though the holders original issuance of the Series B Preferred Stock were from and after the holders date of the number of shares of Common Stock original issuance of the Corporation into which their respective Series A Preferred Stock (such dividends, the "Pre-Issuance Dividends"), and when such 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 such dividends shall be considered obligations of the Corporation with respect to purchase any such securities or evidences shares of indebtedness, then, subject Series B Preferred Stock identical in all respects to any rights dividends that accumulate from and after the issuance of Senior Securities, such shares of Series B Preferred Stock. Pre-Issuance Dividends shall be deemed to accrue at the dividend rate that would have been in each such case effect pursuant to this Section A had the holders original issuance of the Series B Preferred Stock occurred at the time of the original issuance of the Series A Preferred Stock. Dividends shall accumulate on the 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 entitled pro rated on the basis of the number of days in such dividend period or partial dividend period, calculated as aforesaid, and the actual number of days elapsed for which dividends are payable at each such annual rate. Notwithstanding anything in the foregoing to a proportionate share of the contrary, the Dividend Payment Date with respect to any such distribution as though Pre-Issuance Dividend shall be deemed to be the holders Dividend Payment Date that would have been applicable had the original issuance of the Series B Preferred Stock were occurred at the holders time of the number of shares of Common Stock original issuance of the Corporation into which their respective shares Series A Preferred Stock, and if such Dividend Payment Date is before the date of the original issuance of the Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of Stock, the Corporation entitled shall be deemed to receive have elected not to pay such distribution.dividend in accordance with the proviso to the fourth sentence of this Section A.

Dividends. a. (a) Holders of shares of the Series C 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 dividends, cumulative cash dividends. The holders initial dividend rate for the Series C Preferred Stock from and including the date of record original issuance to, but not including, October 15, 2022 (the “Fixed Rate Period”) is at the rate of 7.00% of the $25,000 liquidation preference per share of Series C Preferred Stock per annum (equivalent to $1,750 per annum per share of Series C Preferred Stock). On and after October 15, 2022 (the “Floating Rate Period”), dividends on the Series B Dividend Record Date C Preferred Stock will accumulate at a percentage of the $25,000 liquidation preference per share of Series C Preferred Stock equal to an annual floating rate of the Three-Month LIBOR Rate (as defined below) plus a spread of 5.111%. Dividends on the outstanding Series B C Preferred Stock shall accumulate daily and be entitled to receive dividendscumulative from, as and when declared by including, August 22, 2017 (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%“Original Issue Date”) 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 and shall be payable quarterly in arrears on or about the 15th day of each January 15 January, April, July and October (each, 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 (as defined below), then the dividends due dividend which would otherwise have been payable 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, 2001. Such additional dividends shall be cumulative and shall or other sums will accrue on each share of Series B Preferred Stock the amount so payable for the period from the date of and after 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 payable for any Dividend Period (as defined below) during the Fixed Rate Period will be calculated on the Series B Preferred Stock shall basis of a 360-day year consisting of twelve 30-day months, and dividends payable for any Dividend Period during the Floating Rate Period will be calculated on the basis of a 360-day year and the number of days actually elapsed. Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation for the Series C Preferred Stock 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 The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date. (b) For each Dividend Period during the Floating Rate Period, LIBOR (the London interbank offered rate) (“Three-Month LIBOR Rate”) will be determined by the Corporation, as of the applicable Dividend Determination Date (as defined below), in accordance with the following provisions: ▪ LIBOR will be the rate (expressed as a percentage per year) for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” at approximately 11:00 a.m. (London time) on the relevant Dividend Determination Date; or ▪ if no such rate appears on “Reuters Page LIBOR01” or if the “Reuters Page LIBOR01” is not available at approximately 11:00 a.m. (London time) on the relevant Dividend Determination Date, then the Corporation will select four nationally-recognized banks in the case London interbank market and request that the principal London offices of those four selected banks provide the Corporation with their offered quotation for deposits in U.S. dollars for a redemption under Section 4 or mandatory conversion under Section 6(c)period of three months, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable commencing on the Series B Preferred Stock first day of the applicable Dividend Period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that Dividend Determination Date for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall the applicable Dividend Period. Offered quotations must be made with respect to the Common Stock unless at the same time based on a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an principal amount equal to an amount that, in the amount paid with respect Corporation’s discretion, is representative of a single transaction in U.S. dollars in the London interbank market at that time. If at least two quotations are provided, the Three-Month LIBOR Rate for such Dividend Period will be the arithmetic mean (rounded upward if necessary, to a share the nearest 0.00001 of Common Stock as though 1%) of those quotations. If fewer than two quotations are provided, the holders Three-Month LIBOR Rate for such Dividend Period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of the Series B Preferred Stock were rates quoted at approximately 11:00 a.m. (New York City time) on that Dividend Determination Date for such Dividend Period by three nationally-recognized banks in New York, New York selected by us, for loans in U.S. dollars to nationally-recognized European banks (as selected by the holders Corporation), for a period of three months commencing on the number first day of shares such Dividend Period. The rates quoted must be based on an amount that, in the Corporation’s discretion, is representative 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 single transaction in securities of other persons, evidences of indebtedness issued U.S. dollars in that market at that time. If fewer than three New York City banks selected by the Corporation or other personsquote rates in the manner described above, assets (excluding cash dividends) or options or rights to purchase any the Three-Month LIBOR Rate for the applicable Dividend Period will be the same as for the immediately preceding Dividend Period, or, if there was no such securities or evidences of indebtednessDividend Period, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock dividend shall be entitled to a proportionate share of any such distribution as though calculated at 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 dividend rate in effect for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionimmediately preceding Dividend Period.

Dividends. a. The holders Before any dividends shall be paid or set aside for payment on any Junior Security of record on the Corporation, each Holder of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, as and when declared by in the Board manner provided herein, payable on the Stated Value of Directors out of funds legally available therefor. Record holders of the 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 A Preferred Stock at the a rate of six percent (6%) 8.5% per annum, resulting which shall be cumulative and be due and payable, at the Company’s option, in cash or in shares of Common Stock, or a combination thereof, on the holder Conversion Date (as defined below) or in cash on the Redemption Date (as defined below), in each case as provided below (the applicable date of payment, a “Dividend Date”). Such dividends shall accrue from the date of issue 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 A Preferred Stock, whether or not declared, through the Dividend Date. Each such dividend shall be payable on or about each January 15 (If a "Series B Dividend-in-Kind Payment Date") (or if such date Dividend Date is not a business day, then the dividends due on such Series B Dividend-in-Kind Payment Date dividend shall be paid due and 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 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 day immediately following such share's redemption or conversion, as the case may beDividend Date. Dividends on the Series B Preferred Stock shall be payable to holders Holders of record of the Series A Preferred Stock as they appear on the stock register books of the Corporation on such record datethe Dividend Date. Except as provided in the following paragraph, if the dividend on the Series A Preferred Stock shall not less than 15 nor more than 60 days preceding a dividend payment date (including a have been paid or set apart in full for the Series B Dividend-in-Kind Payment Date)A Preferred Stock when payable, as the aggregate deficiency shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 cumulative and shall be fully paid or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no set apart for payment before any dividends shall be payable on the Series B Preferred Stock for paid upon or set apart for, or any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be paid made with respect to on, or any payments made on account of the purchase, redemption or retirement of, the Common Stock unless at or any other Junior Security. When dividends are not paid in full upon the same time a dividend shares or distribution is paid with respect to all outstanding shares fractions of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Series A Preferred Stock as though the holders of and any shares pari passu with the Series B A Preferred Stock were the holders of the number of Stock, all dividends declared upon this series and any other 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 pari passu with the Series B A Preferred Stock shall be entitled to declared, pro rata, so that the amount of dividends declared per share or fraction of a proportionate share of any on this Series A Preferred Stock and such distribution as though the holders of other shares pari passu with the Series B A Preferred Stock were shall in all cases bear to each other the holders of same rates that accrued dividends per share on the number of shares of Common Stock of the Corporation into which their respective shares of Series B A Preferred Stock are convertible as of and such other shares pari passu with the record date fixed for the determination of the holders of Common Series A Preferred Stock of the Corporation entitled bear to receive such distributioneach other.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall be are 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 dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.4688 per share of the Series B Preferred Stock on (the “Annual Dividend Rate”), which is equivalent to 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 5.875% per annum of the Liquidation Preference. (6%b) 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 cumulative from and including the date of original issue and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, not later than the next succeeding business day (each, a “Dividend Payment Date”). The amount of dividends payable on each Dividend Payment Date for the Series B Preferred Stock shall be computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on [•], with respect to the period commencing on the first date on which shares of the Series B Preferred Stock are issued and ending [•]. The amount of any dividend payable on the Series B Preferred Stock with respect to any other period (that is shorter or longer than one full quarterly period), including, without limitation, the first dividend which is payable on [•], 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 the applicable record datedate determined each quarter by the Board of Directors, as provided by the FBCA, which shall not less than 15 nor be more than 60 30 days preceding the applicable Dividend Payment Date (each, a dividend payment date “Dividend Record Date”). (including a c) No dividends on shares of Series B Dividend-in-Kind Payment Date), as Preferred Stock shall be fixed authorized by the Board of Directors or declared 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, 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 shall be restricted or prohibited by law. (a "d) Notwithstanding the foregoing, dividends on outstanding shares of the Series B Dividend Record Date")Preferred Stock will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends on shares of the Series B Preferred Stock will not bear interest and holders of shares of the Series B Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth 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)next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any capital stock of the Corporation ranking, as to dividends, on a parity with the Series B Preferred Stock (other than a dividend in shares of the common stock or in shares of any other class of stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series B Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series B Preferred Stock, all dividends authorized and declared upon the Series B Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series B Preferred Stock shall be payable authorized and declared ratably so that the amount of dividends authorized and declared per share of Series B Preferred Stock and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other series of preferred stock (which shall not include any accrual in respect of unpaid dividends for any partial prior dividend periodperiods if such preferred stock does not have a cumulative dividend) bear to each other. b. Subject to any rights (e) Except as described in Section 5(d) above, unless full cumulative dividends on outstanding shares of Senior Securitiesthe Series B Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in shares of common stock or other distributions shares of capital stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment, nor shall any other distribution be authorized and declared or made upon the common stock, or any other capital stock of the Corporation ranking junior to or on a parity with the Series B Preferred Stock as to dividends or upon liquidation, nor shall any shares of common stock, or any other shares of capital stock of the Corporation ranking junior to or on a parity with the Series B Preferred Stock as 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 redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series B Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving the Corporation’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”)). Holders of shares of the Series B Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series B Preferred Stock as provided above. Any dividend payment made on shares of the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Common Stock unless Corporation shall be entitled at the same any time a dividend or distribution is paid with respect and from time to all outstanding time to repurchase 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 open-market transactions duly authorized by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences Board of indebtedness, then, subject to any rights of Senior Securities, Directors and effected 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 distributioncompliance with applicable laws.

Dividends. a. The holders Holders of record on depositary shares representing interests in the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall will be entitled to receive dividendsreceive, when and as and when declared by the our 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 cash dividends at the rate of six percent 8.875% of the $25,000.00 liquidation preference per share of the Series A Preferred Stock (6%equivalent to a $25.00 liquidation preference per depositary share) per annumyear, resulting in the holder of each i.e., $2,218.75 per year per share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect (equivalent to each share $2.21875 per year per depositary share). Dividends on the Series A Preferred Stock will accumulate and be cumulative from, and including, the date of original issue by us of the Series B A Preferred Stock. Each such dividend shall Dividends will be payable quarterly in arrears on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (the 15th day of January, April, July and October, beginning on or about October 15, 2021; provided that if such any dividend payment date is not a business day, as defined in the dividends due certificate of designation for the Series A Preferred Stock, then the dividend which would otherwise have been payable on such Series B Dividend-in-Kind Payment Date shall that dividend payment date may be paid on the immediately preceding or next succeeding business day, and if paid on the next succeeding business day) beginning , no interest, additional dividends or other sums will accumulate on January 15, 2001the amounts so payable for the period from and after that dividend payment date to the next succeeding business day. Such Whenever we pay 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 A Preferred Stock shall be payable to holders of record as they appear held by the depositary, the depositary will pay dividends on the stock register of same date on the Corporation depositary shares. We refer to each such date as a Dividend Payment Date. The first dividend on such record datethe Series A Preferred Stock is scheduled to be paid on or about October 15, not less than 15 nor 2021, which will be for more than 60 days preceding a full quarter and will cover the period from the first date we issue and sell depositary shares through, but not including, October 15, 2021. Any dividend, including any 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 period. b. Subject , will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends are payable to holders of record of depositary shares as they appear in the depositary’s records at the close of business on the applicable record date, which will be the date that our Board of Directors designates for the payment of a dividend that is not more than 30 nor less than 10 days prior to the Dividend Payment Date, which we refer to as a Dividend Payment Record Date. Our Board of Directors will not authorize, pay or set apart for payment by us any dividend on the Series A Preferred Stock at any time that: ● the terms and provisions of any of our agreements, including any agreement relating to our indebtedness, prohibits such authorization, payment or setting apart for payment; ● the terms and provisions of any of our agreements, including any agreement relating to our indebtedness, provides that such authorization, payment or setting apart for payment thereof would constitute a breach of, or a default under, such agreement; or ● the law restricts or prohibits the authorization or payment. Notwithstanding the foregoing, dividends on the Series A Preferred Stock will accumulate whether or not: ● the terms and provisions of any of our agreements relating to our indebtedness prohibit such authorization, payment or setting apart for payment; ● we have earnings; ● there are funds legally available for the payment of the dividends; and ● the dividends are authorized. No interest, or sums 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, and holders of the Series A Preferred Stock will not be entitled to any rights dividends in excess of Senior Securities, no the full cumulative dividends or other distributions described above. Any dividend payment made on the Series A Preferred Stock shall first be made credited against the earliest accumulated but unpaid dividends due with respect to those shares. We will not pay or declare and set apart for payment any dividends or declare or make any distribution of cash or other property on common stock or other stock that ranks junior to or on parity with the Common Series A Preferred Stock unless at the same time a dividend or distribution is paid with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up or redeem or otherwise acquire common stock or other stock that ranks junior to or on parity with the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up (except (i) paying dividends on any shares of any class or series of capital stock issued by us in shares of common stock or in shares of any other class or series of capital stock issued by us ranking junior to the Series A Preferred Stock as to payment of dividends and the distribution of assets upon our voluntary or involuntary liquidation, dissolution and winding up, (ii) converting or exchanging any shares of any class or series of capital stock issued by us for common stock or other capital stock ranking junior to the Series A Preferred Stock with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up, or (ii) purchasing or acquiring shares of Series A preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B A Preferred Stock in an amount equal to (collectively, the amount “Exceptions”)), unless we also have either paid or declared and set apart for payment full cumulative dividends on the Series A Preferred Stock for all past dividend periods. Notwithstanding the foregoing, if we do not either pay or declare and set apart for payment full cumulative dividends on the Series A Preferred Stock and all stock that ranks on parity with the Series A Preferred Stock with respect to a share of Common Stock as though dividends, the amount which we have declared will be allocated pro rata to the holders of Series A Preferred Stock and to each equally ranked class or series of stock, so that the amount declared for each share of Series A Preferred Stock and for each share of each equally ranked class or series of stock is proportionate to the accrued and unpaid dividends on those shares. Any dividend payment made on the Series B A Preferred Stock were will first be credited against 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 distributionearliest accrued and unpaid dividend. 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) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B BB 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 BB 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 BB Preferred Stock quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2015 (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 BB 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 BB Preferred Stock with respect shall accrue from the original issue date at a rate equal to 6.15% 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 BB 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 holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsUntil a Triggering Event has occurred, 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 paid a proportionate share dividend (the "Series B Dividend") at an annual rate of any such distribution as though 8% per annum. During the holders of period commencing on the date hereof and continuing through December 31, 2002, the Series B Preferred Stock were Dividend shall be paid by the holders Corporation, in lieu of cash, through the number issuance of shares of Common Stock of the Corporation into which their respective additional shares of Series B Preferred Stock are convertible as (the "Stock Dividend Shares") and, thereafter, at the option of the record date fixed Corporation, may be paid in cash or through the issuance of additional shares of Series B Preferred Stock, or any combination of Series B Preferred Stock and cash. If the Series B Dividend is paid by the Corporation through the issuance of Stock Dividend Shares and such Stock Dividend Shares would, but for the determination provisions hereof, be payable with a fractional share, the Corporation shall round up to the next whole share. The Series B Dividend shall be payable semi-annually on December 31 and June 30 of each year (each a "Dividend Payment Date"), commencing on June 30, 2001; provided, however, that if any such day is a non-business day, the Dividend Payment Date will be the next business day. The number of Stock Dividend Shares, if applicable, for each semi-annual Series B Dividend payment shall be equal to (A) the product of (x) 4% times (y) the Current Face Value, divided by (B) $1.00, as such amount may be adjusted for any Extraordinary Common Stock Event (as hereinafter defined). (b) After the occurrence of a Triggering Event but prior to conversion of the Preferred Shares into Common Stock, the holder of the Preferred Shares shall be entitled to receive cash dividends, if any, paid to the holders of the Corporation's Common Stock as if such Preferred Shares had been converted into shares of Common Stock. (c) No dividends shall be paid on any series of preferred stock or other capital stock of the Corporation entitled to receive such distributionunless dividends on the Series B Preferred Stock through the most recent applicable Dividend Payment Date have been paid by the Corporation. (d) For purposes hereof, the following definitions shall apply:

Dividends. a. The holders (a) Holders of record the Series NN Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors or any duly authorized committee of the Board of Directors, out of assets legally available for payment, non-cumulative cash dividends based on the liquidation preference of $10,000 per share of the Series NN Preferred Stock. 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 NN Preferred Stock, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2024 (each such day on which dividends are payable a “Dividend Record Payment Date”). Dividends on each share of the Series NN Preferred Stock shall accrue from the original issue date at a rate equal to (i) 6.875% per annum on the liquidation preference of $10,000 per share, for each Dividend Period (as defined below) from the original issue date of the Series NN Preferred Stock to, but excluding, June 1, 2029 (the “First Reset Date”) and (ii) thereafter, the Treasury Rate (as defined below) as of the most recent Reset Dividend Determination Date (as defined below) plus a spread of 2.737% per annum for each Dividend Period from and including the First Reset Date to, but excluding, the redemption date of the outstanding Series B NN Preferred Stock, if any. The amount of dividends payable on the Series NN Preferred Stock shall be entitled calculated on the basis of a 360-day year of twelve 30-day months. Dollar amounts resulting from those calculations shall be rounded to receive dividendsthe nearest cent, with one-half cent being rounded upward. The dividend rate for each Reset Period (as and when declared defined below) shall be determined 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 Calculation Agent (as defined below) by adding the rate of six percent (6%) per annumTreasury Rate, 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 determined as of the record date fixed relevant Reset Dividend Determination Date for such Reset Period as provided below, to the applicable spread of 2.737% per annum. For the purpose of calculating the dividend rate for each Reset Period, the “Treasury Rate” shall be the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the determination of five Business Days (as defined below) immediately preceding the holders of Common Stock of Reset Dividend Determination Date for that Reset Period, appearing under the Corporation entitled to receive such distribution. c. In caption “Treasury Constant Maturities” in the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Corporation or other personsFederal Reserve as of 5:00 p.m. (Eastern Time) as of any Reset Dividend Determination Date, assets (excluding cash dividends) or options or rights to purchase any as determined by the Calculation Agent; provided that if no such securities or evidences of indebtednesscalculation can be determined as described above, 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 shares of the Series D Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by us, out of funds legally available for the payment of dividends, cumulative cash dividends at a rate of 8.000% of the $25.00 per share liquidation preference per annum (equivalent to $2.00 per annum per share) to, but excluding, October 15, 2027 (the “Fixed Rate Period”). On and after October 15, 2027 (the “Floating Rate Period”), dividends on the Series B D Preferred Stock will accumulate at a percentage of the $25.00 liquidation preference equal to an annual floating rate of the three-month LIBOR (as defined below) as calculated on each applicable Dividend Record Determination Date (as defined below) plus a spread of 5.695%. Dividends on the outstanding Series B D Preferred Stock shall will accumulate daily and be entitled to receive dividendscumulative from, but excluding, the dividend payment date (as defined below) immediately preceding the date of issuance of such shares and when declared by will be payable quarterly in arrears on 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 15th day of each share of Series B Preferred receiving January, April, July and October (each, a “dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such payment date”); provided that if any dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such payment date is not a business day, as defined in the dividends due articles supplementary filed with the State Department of Assessment and Taxation of Maryland on such October 10, 2017, setting forth the terms of the Series B Dividend-in-Kind Payment Date shall D Preferred Stock (as amended, the “Series D Articles Supplementary”), then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day with the same force and effect as if paid on such dividend payment date. No interest, additional dividends or sums in lieu of interest will be payable for the period from and after that dividend payment date to that next succeeding business day) beginning on January 15, 2001. Such Any 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 payable on the Series B D Preferred Stock shall during the Fixed Rate 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. Any dividends payable on the Series D Preferred Stock during the Floating Rate Period, including dividends payable for any partial Dividend Period, will be computed by multiplying the floating rate for that Dividend Period by a fraction, the numerator of which will be the actual number of days elapsed during that Dividend Period and the denominator of which will be 360, and by multiplying the result by the aggregate liquidation preference of the Series D Preferred Stock. Dividends will be payable to holders of record as they appear on our stock records at the stock register close of business on the Corporation on such applicable record date, which will be the first day of the calendar month (whether or not less than 15 nor more than 60 days preceding a business day) in which the applicable Dividend Payment Date falls (each, a “dividend record date”). The dividends payable on any dividend payment date (including a Series B Dividendwill include dividends accumulated to, but not including, such dividend payment date. On any Dividend Determination Date, “three-in-Kind Payment Date)month LIBOR” will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as shall be fixed by such rate appears on “Reuters Page LIBOR01” (or any successor or replacement page) at approximately 11:00 a.m., London time, on such Dividend Determination Date. If on a Dividend Determination Date, such rate does not appear on the Board “Reuters Page LIBOR01” as of Directors 11:00 a.m., London time, or if the “Reuters Page LIBOR01” is not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.’s page “BBAM” (a "Series B Dividend Record Date"or any successor or replacement page). Except If the calculation agent determines that three-month LIBOR has been discontinued, then it will determine whether to use a substitute or successor base rate that it has determined in its sole discretion is most comparable to three-month LIBOR, provided that if the calculation agent determines there is an industry accepted successor base rate, the calculation agent will use such successor base rate. If the calculation agent has determined a substitute or successor base rate in accordance with the foregoing, the calculation agent in its sole discretion may also implement changes to the business day convention, the definition of business day, the Dividend Determination Date and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices for such substitute or successor base rate. Unless the calculation agent determines to use a substitute or successor base rate as so provided, the following will apply: If no offered rate appears on “Reuters Page LIBOR01” (or any successor or replacement page) or Bloomberg L.P. page “BBAM” (or any successor or replacement page) on a Dividend Determination Date at approximately 11:00 a.m., London time, then the calculation agent (after consultation with us) will select four major banks in the case London interbank market and will request each of their principal London offices to provide a redemption under Section 4 or mandatory conversion under Section 6(c)quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, below (on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, three-month LIBOR will be the arithmetic average of the quotations provided. Otherwise, the calculation agent will select three major banks in which case dividends shall accrue New York City and be paid through will request each of them to provide a quotation of the date of such event)rate offered by them at approximately 11:00 a.m., no dividends shall be payable New York City time, on the Series B Preferred Stock Dividend Determination Date for any partial dividend period. b. Subject loans in U.S. dollars to any rights leading European banks having an index maturity of Senior Securities, no dividends or other distributions shall be made with respect to three months for 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 applicable interest period in an amount equal of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, three-month LIBOR will be the arithmetic average of the quotations provided. If no quotation is provided as described above, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate three-month LIBOR or any of the foregoing lending rates, will determine three-month LIBOR for the second London Business Day (as defined below) immediately preceding the first day of such Dividend Period in its sole discretion. The calculation agent’s determination of any interest rate, and its calculation of the amount of dividends for any Dividend Period, will be on file at our principal offices, will be made available to any holder of Series D Preferred Stock upon request and will be final and binding in the absence of manifest error. All percentages resulting from any of the above calculations will be rounded, if necessary, to the amount paid nearest one hundred-thousandth of a percentage point, with respect five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to a share of Common Stock as though 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to 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 cent (with one-half cent being rounded upwards). 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) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Q 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 therefor. Record holders for payment, non-cumulative cash dividends based on the liquidation preference 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%) $10,000 per annum, resulting in the holder of each share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Q 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 If declared by the Board of Directors (a "Series B Dividend Record Date"). Except in or any duly authorized committee of the case Board of a redemption under Section 4 or mandatory conversion under Section 6(c)Directors, below (in which case the Corporation shall pay dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Q 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 (i) during the Common Stock unless at period from 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 issue date of the Series B Q Preferred Stock were to, but excluding, May 1, 2023 (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“Fixed Rate Period”), 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 Securitiessemi-annually, in arrears, on May 1 and November 1 of each such case year, beginning on November 1, 2013, and (ii) during the holders period from May 1, 2023 through the redemption date of the Series B Q Preferred Stock (the “Floating Rate Period”), quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2023 (each such day on which dividends are payable a “Dividend Payment Date”). Dividends on each share of the Series Q Preferred Stock shall accrue from the original issue date at a rate equal to (i) 5.15% per annum for each semi-annual Dividend Period (as defined below) during the Fixed Rate Period and (ii) three-month LIBOR plus a spread of 3.25% per annum for each quarterly Dividend Period (as defined below) during the Floating Rate Period. The amount of dividends payable during the Fixed Rate Period shall be entitled to calculated on the basis of a proportionate share 360-day year of any such distribution as though twelve 30-day months. The amount of dividends payable during the holders Floating Rate Period shall be calculated on the basis of the Series B Preferred Stock were the holders of the actual number of shares of Common Stock of days in a Dividend Period and a 360-day year. Dollar amounts resulting from that calculation shall be rounded to 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 cent, with one-half cent being rounded upward.

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. The holders Holders of record on shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B E Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when declared if authorized by the our Board of Directors (or a duly authorized committee of the board) and declared by us, 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, preferential cumulative cash dividends at the rate of six percent 5.00% per annum of the liquidation preference of $25.00 per share (6%) equivalent to a fixed annual amount of $1.25 per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional share). Dividends on shares of the Series B E 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 will accrue and be paid on the next succeeding business day) beginning basis of a360-day year consisting of twelve 30-day months. Dividends on January 15, 2001. Such dividends shall outstanding shares of the Series E Preferred Stock will accrue and be cumulative from the end of the most recent dividend period for which dividends have been paid or, if no dividends have been paid and shall accrue on each share of Series B Preferred Stock except as otherwise provided in the following sentence, from the date of such share's issuance; provided, however, that dividends shall cease to accrue on . If a share of Series B E Preferred Stock following is issued after the record date for the dividend period in which such share's redemption or conversionshare is issued, as dividends on such share will accrue and be cumulative from the case may bebeginning of the first dividend period commencing after its issuance. Dividends on the Series B Preferred Stock shall will be payable monthly in arrears, on or about the fifth day of each month for dividends accrued the previous month or such other date as our Board of Directors may designate, to holders of record as they appear in our stock records 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 . The record date for each dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall will be fixed designated by the our Board of Directors (and will be a "date that is prior to the dividend payment date. We currently anticipate the record date will be on or about the 25th of each month, but such date is subject to determination by our Board of Directors. Our Board of Directors will not authorize, and we will not declare, pay or set apart for payment, any dividends on shares of Series B Dividend Record Date")E Preferred Stock at any time that the terms and provisions of any of our agreements, including any agreement relating to our indebtedness, prohibits that action or provides that the authorization, declaration, payment or setting apart for payment of those dividends would constitute a breach of or a default under any such agreement, or if such action is restricted or prohibited by law. Except in Notwithstanding the case of a redemption under Section 4 or mandatory conversion under Section 6(c)foregoing, 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 E Preferred Stock will accumulate whether or not (1) restrictions exist in respect thereof, (2) we have earnings, (3) there are funds legally available for any partial dividend period. b. Subject the payment of such dividends, or (4) our Board of Directors authorizes or we declare such dividends. Accumulated but unpaid dividends on the Series E Preferred Stock will not bear interest, and holders of the Series E Preferred Stock will not be entitled to any rights distributions in excess of Senior Securities, no full cumulative dividends described above. If we do not declare and either pay or other distributions shall be made with respect to set apart for payment the Common full cumulative dividends on the Series E Preferred Stock unless at the same time a dividend or distribution is paid with respect to and all outstanding shares of capital stock that are equal in rank with Series B E Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders (including shares of the Series B Preferred Stock, Series C Preferred Stock were and Series D Preferred Stock), the holders of amount which we have declared will be allocated ratably to the number Series E Preferred Stock and to each series of shares of Common capital stock equal in rank so that the amount declared for each share of Series E Preferred Stock and for each share of each series of capital stock equal in rank is proportionate to the Corporation into which their respective accrued and unpaid dividends on those shares. Except as provided in the immediately preceding paragraph, 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 is set apart for payment) for all past dividend periods, no dividends (other than in shares of common stock or other shares of capital stock ranking junior to the Series B E Preferred Stock are convertible as to dividends and upon liquidation) will be declared and paid or declared and set apart for payment nor will any other distribution be declared and made upon our common stock, or any of our other capital stock ranking junior to or equal with the record date fixed Series E Preferred Stock as to dividends or upon liquidation, nor will we redeem, purchase, or otherwise acquire for any consideration (or pay or make any monies available for a sinking fund 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 redemption of any such distribution as though the holders shares) any shares of our common stock or any other shares of our capital stock ranking junior to or equal with the Series B E Preferred Stock were as to dividends or upon liquidation (except by conversion into or exchange for any of our capital stock ranking junior to 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 to dividends and upon liquidation or redemption for the determination purpose of the holders of Common Stock of the Corporation entitled to receive such distributionpreserving our qualification as a REIT).

Dividends. a. The holders ‎ (a) ‎Holders of record Series A Preferred Stock will be entitled to receive, only when, as, ‎and if declared by the Board or a duly authorized committee of the Board, on the Series B each Dividend Record ‎Payment Date (as defined below) ), out of assets legally available for the payment of dividends ‎thereof, non-cumulative cash dividends based on the liquidation preference of the outstanding Series B Preferred A ‎Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor$10,000 per share. 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 Dividends on each share of Series B A Preferred Stock shall ‎accrue at a rate equal to (i) 7.00% per annum on the liquidation preference of $10,000 per share ‎from [●]1 to, but excluding, the First Reset Date and (ii) from, and including, ‎the First Reset Date, during each Reset Period, a rate per annum equal to the Five-Year ‎Treasury Rate as of the most recent Reset Dividend Determination Date, plus 6.675% on the ‎liquidation preference of $10,000 per share. In the event the Corporation issues additional ‎shares of the Series A Preferred Stock after the original issue date, dividends on such shares ‎may accrue from the original issue or any other date specified by the Board or a duly ‎authorized committee of the Board at the time such share's issuance; providedadditional shares are issued.‎ (b) ‎If declared by the Board or a duly authorized committee of the Board, 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 ‎will be payable on the Series B A Preferred Stock quarterly in arrears on January 15, April 15, ‎July 15, and October 15 of each year, beginning on [•]2 (each such day a ‎‎“Dividend Payment Date”), based on a liquidation preference of $10,000 per share. In the event ‎that any Dividend Payment Date falls on a day that is not a Business Day, the dividend payment ‎due on that date shall be postponed to the next day that is a Business Day and no additional ‎dividends shall accrue as a result of that postponement. 1 To reflect the last dividend payment date in respect of the 7.00% Series E Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, of Heartland Financial USA, Inc. (the “HTLF Series E Preferred”), which is the dividend payment date for which the last record date under the HTLF Series E Preferred occurred prior to the closing. 2 To reflect the first such Dividend Payment Date to occur after the last dividend payment date in respect of the HTLF Series E Preferred. (c) ‎Dividends will be payable to holders of record of Series A Preferred Stock as they ‎they appear on the Corporation’s stock register of on the Corporation on applicable record date, which shall be the ‎‎15th calendar day before the applicable Dividend Payment Date, or such other record date, not less ‎less than 15 calendar days nor more than 60 30 calendar days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment before the applicable Dividend ‎Payment Date), as such record date shall be fixed by the Board or a duly authorized committee ‎of the Board.‎ (d) ‎A “Dividend Period” is the period from and including a Dividend Payment Date ‎to, but excluding, the next succeeding Dividend Payment Date or any earlier redemption date, ‎except that the initial Dividend Period will commence on and include [●]3 and continue to, but exclude, the next Dividend Payment Date. ‎Dividends payable on Series A Preferred Stock will be computed on the basis of Directors (a "360-day year ‎consisting of twelve 30-day months. Dollar amounts resulting from the calculation will be ‎rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series B Dividend Record Date"). Except ‎A Preferred Stock will cease to accrue on the redemption date, if any, with respect to the Series ‎A Preferred Stock redeemed, unless the Corporation defaults in the case payment of the redemption ‎price of the Series A Preferred Stock called for redemption.‎ (e) ‎Dividends on the Series A Preferred Stock will not be cumulative. If the Board or ‎a duly authorized committee of the Board does not declare a dividend, in full or otherwise, on ‎the Series A Preferred Stock in respect of a redemption under Section 4 or mandatory conversion under Section 6(c)Dividend Period, below (in which case then such unpaid dividends shall ‎cease to accrue and be paid through the date of such event), no dividends shall not be payable on the Series B Preferred Stock for any partial dividend period. b. Subject applicable Dividend Payment Date or be ‎cumulative, and the Corporation will have no obligation 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 pay (and the holders of the Series B A ‎Preferred Stock will have no right to receive) dividends accrued for such Dividend Period after ‎the Dividend Payment Date for such Dividend Period, whether or not the Board or a duly ‎authorized committee of the Board declares a dividend for any future Dividend Period with ‎respect to the Series A Preferred Stock, the Common Stock, or any other class or series of the ‎Corporation’s Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable ‎in respect of any dividend not declared.‎ (f) ‎Notwithstanding any other provision hereof, dividends on the Series A Preferred ‎Stock shall not be declared, paid, or set aside for payment to the extent such act would cause ‎the Corporation to fail to comply with the laws and regulations applicable to it, including ‎applicable capital adequacy rules of the Federal Reserve or, as and if applicable, the capital ‎adequacy rules or regulations of any Appropriate Federal Banking Agency.‎ (g) ‎So long as any share of Series A Preferred Stock were remains outstanding:‎ (1) ‎no dividend or distribution shall be declared, paid or set aside for payment, ‎and no distribution shall be declared or made or set aside for payment, on any Series A ‎Junior Securities, other than (i) a dividend payable solely in Series A Junior Securities or ‎‎(ii) any dividend or distribution in connection with any existing shareholders’ rights plan ‎or the implementation of any future shareholders’ rights plan, or the issuance of rights, ‎stock, or other property under any such plan, or the redemption or repurchase of any rights ‎under any such plan;‎ 3 To reflect the last dividend payment date in respect of the HTLF Series E Preferred. (2) ‎no shares of Series A Junior Securities shall be repurchased, redeemed, or ‎otherwise acquired for consideration by the Corporation, directly or indirectly, other than (i) as a result of a reclassification of Series A Junior Securities for or into other Series A ‎Junior Securities, (ii) the exchange or conversion of one share of Series A Junior ‎Securities for or into another share of Series A Junior Securities, (iii) through the use of ‎the proceeds of a substantially contemporaneous sale of other shares of Series A Junior ‎Securities, (iv) purchases, redemptions, or other acquisitions of shares of Series A Junior ‎Securities in connection with any employment contract, benefit plan, or other similar ‎arrangement with or for the benefit of employees, officers, directors, or consultants, (v) purchases of shares of Series A Junior Securities pursuant to a contractually binding ‎requirement to buy Series A Junior Securities existing prior to the preceding Dividend ‎Period, including under a contractually binding stock repurchase plan, or (vi) the purchase ‎of fractional interests in shares of Series A Junior Securities pursuant to the conversion or ‎exchange provisions of such stock or the security being converted or exchanged; nor shall ‎any monies be paid to or made available for a sinking fund for the redemption of any such ‎securities by the Corporation; and (3) ‎no shares of Series A Parity Securities shall be repurchased, redeemed, or ‎otherwise acquired for consideration by the Corporation, directly or indirectly, other than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A ‎Preferred Stock and such Series A Parity Securities, if any, (ii) as a result of a ‎reclassification of Series A Parity Securities for or into other Series A Parity Securities, ‎‎(iii) the exchange or conversion of one share of Series A Parity Securities for or into ‎another share of Series A Parity Securities or Series A Junior Securities, (iv) through the ‎use of the proceeds of a substantially contemporaneous sale of other shares of Series A ‎Parity Securities, (v) purchases of shares of Series A Parity Securities pursuant to a ‎contractually binding requirement to buy Series A Parity Securities existing prior to the ‎preceding Dividend Period, including under a contractually binding stock repurchase plan, ‎or (vi) the purchase of fractional interests in shares of Series A Parity Securities pursuant ‎to the conversion or exchange provisions of such stock or the security being converted or ‎exchanged; nor shall any monies be paid to or made available for a sinking fund for the ‎redemption of any such securities by the Corporation;‎ unless, in each case, the full dividends for the most recently completed Dividend Period on all ‎outstanding shares of Series A Preferred Stock have been declared and paid or declared and a ‎sum sufficient for the payment thereof has been set aside.‎ (h) ‎Notwithstanding the foregoing, if dividends are not paid in full, or set aside for ‎payment in full, on any dividend payment date, upon the shares of Series A Preferred Stock and ‎any Series A Parity Securities, all dividends declared upon shares of Series A Preferred Stock ‎and any Series A Parity Securities for such dividend payment date shall be declared on a pro ‎rata basis in proportion to the respective amounts of undeclared and unpaid dividends for the ‎Series A Preferred Stock and all Series A Parity Securities on such dividend payment date. To ‎the extent a dividend period with respect to any Series A Parity Securities coincides with more ‎than one Dividend Period, for purposes of the immediately preceding sentence the Board shall ‎treat such dividend period as two or more consecutive dividend periods, none of which ‎coincides with more than one Dividend Period, or shall treat such dividend period(s) with ‎respect to any Series A Parity Securities and Dividend Period(s) for purposes of the ‎immediately preceding sentence in any other manner that it deems to be fair and equitable in ‎order to achieve ratable payments of dividends on such Series A Parity Securities and the Series ‎A Preferred Stock. To the extent a Dividend Period coincides with more than one dividend ‎period with respect to any Series A Parity Securities, for purposes of the first sentence of this ‎paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend ‎Periods, none of which coincides with more than one dividend period with respect to such ‎Series A Parity Securities, or shall treat such Dividend Period(s) and dividend period(s) with ‎respect to any Series A Parity Securities for purposes of the first sentence of this paragraph in ‎any other manner that it deems to be fair and equitable in order to achieve ratable payments of ‎dividends on the Series A Preferred Stock and such Series A Parity Securities. For the purposes ‎of this paragraph, the term “dividend period” as used with respect to any Series A Parity ‎Securities means such dividend periods as are provided for in the terms of such Series A Parity ‎Securities.‎ (i) ‎Subject to the foregoing, dividends (payable in cash, stock, or otherwise), as may ‎be determined by the Board or a duly authorized committee of the Board, may be declared and ‎paid on the Common Stock and any other class or series of capital stock ranking equally with or ‎junior to Series A Preferred Stock from time to time out of any assets legally available for such ‎payment, and 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 A 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 distribution.‎such dividend.‎

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B LL 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 LL 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 LL Preferred Stock, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2021 (each such day on which dividends are payable a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day (as defined below), the dividend payment due on that date shall be postponed to the next day that is a Business Day and no additional 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 LL Preferred Stock to, but excluding, the next Dividend Payment Date. 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 the Series B Preferred receiving a dividend of 0.06 additional shares of Series B LL Preferred Stock with respect shall accrue from the original issue date at a rate equal to 4.625% 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 LL 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. (a) The holders of record on the Series B Dividend Record Date (as defined belowHolder(s) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, on each share of Series A Preferred Stock, when, as and when if declared by the Board of Directors Directors, out of any funds legally available therefor. Record holders for the payment of Series B Preferred Stock on dividends, cumulative cash dividends at a Series B rate per annum equal to 8.0% of the Liquidation Preference (the “Dividend Record Date shall be entitled to one dividend-in-kind payable each year Rate”) in additional shares accordance with Subdivisions 1, 2 and 3 of Series B Preferred Stock at Article FOURTH of the rate Certificate 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 issuanceIncorporation; provided, however, that in the event that on any Dividend Payment Date there shall be accrued and unpaid dividends for any prior Dividend Period, the Dividend Rate shall equal 8.0% per annum of the sum of (x) the Liquidation Preference and (y) the amount of all such accrued and unpaid dividends for any prior Dividend Periods. (b) Dividends will accrue and cumulate from the Issue Date and are payable quarterly in arrears on the first day of January, April, July and October (each, a “Dividend Payment Date”), commencing on the first Dividend Payment Date following the Issue Date. If a Dividend Payment Date falls on a day that is not a Business Day, the dividends will be paid on the next Business Day as if it were paid on the Dividend Payment Date and no interest will accrue in connection therewith. (c) The amount of dividends payable for each full quarterly Dividend Period will be computed by dividing the Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, or any other Dividend Period shorter or longer than a full quarterly Dividend Period, will be computed on the basis of the actual number of days elapsed during such Dividend Period over a 360-day year. (d) Dividends will be paid to the Holder(s) as such Holder(s) appear in the records of the Corporation at the Close of Business on the 15th day of the immediately preceding calendar month in which the applicable Dividend Payment Date falls (the “Dividend Record Date”). The Dividend Record Date shall apply regardless of whether any particular Dividend Record Date is a Business Day. (e) Dividends on any share of Series A Preferred Stock converted to Common Stock shall cease to accrue accumulate on a share of Series B Preferred Stock following such share's redemption the Mandatory Conversion Date or conversionany applicable Conversion Date, 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 periodapplicable. 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 A Preferred Stock shall be entitled to will receive dividends, as dividends on an "as-converted" basis with the Common Stock when and when if declared by the Board of Directors out Directors. The dividends are noncumulative and are payable in preference to any dividends on common stock. Liquidation Preference Upon liquidation, dissolution or winding up 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 annumAmerigon, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Redeemable and Convertible Preferred Stock with respect is entitled to each share a liquidation preference 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 $1,000 plus 7% of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date original issue price (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 $1,000) annually for up to four years after issuance plus any declared but unpaid 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 period. b. Subject priority to any rights of Senior Securities, no dividends or other distributions shall be made with respect distribution to the Common Stock unless at Stock, which will receive the same time a dividend or distribution is paid with respect to all outstanding shares remaining assets of Series B Amerigon. As of December 31, 2000, the liquidation preference was $9,945,000. Note 9 -- Convertible Preferred Stock in an amount equal (Continued) Mandatory Redemption The Company's original Certificate of Determination of Rights, Preferences and Privileges of the Series A Preferred Stock ("Certificate") dated May 24, 1999, stated that a liquidation, dissolution or winding up of the Company shall be deemed to be occasioned by (A) the amount paid with respect acquisition of the corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) or (B) a sale of all or substantially all of the assets of the corporation unless the corporation's shareholders will immediately after such acquisition or sale hold at least 50% of the voting power of the surviving or acquiring entity. This provision was deemed to be a share condition of Common redemption that was not solely within the control of the issuer. As such, the Company classified the Series A Preferred Stock as though mandatorily redeemable or mezzanine equity at December 31, 1999. In March 2000, the holders of the Series B A Preferred Stock were agreed to amend the holders of Certificate to eliminate this provision and on May 24, 2000, the number of shares of Common Stock of shareholders ratified this amendment. Accordingly, at December 31, 2000, the Corporation into which their respective shares of Series B A Preferred Stock are convertible is no longer mandatorily redeemable and has been classified as of equity in the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionaccompanying balance sheet. 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) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B MM 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 MM 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 MM Preferred Stock, quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2021 (each such day on which dividends are payable a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day (as defined below), the dividend payment due on that date shall be postponed to the next day that is a Business Day and no additional 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 MM Preferred Stock to, but excluding, the next Dividend Payment Date. 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 the Series B Preferred receiving a dividend of 0.06 additional shares of Series B MM Preferred Stock with respect shall accrue from the original issue date at a rate equal to 4.20% 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 MM 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 (a) Subject to the preferential rights of the holders of record on any class or series of beneficial interest of the Trust ranking senior to the Series B A Preferred Shares as to dividends, holders of Series A Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.125% per annum of the $25.00 liquidation preference per Series A Preferred Share (equivalent to a fixed annual amount of $1.78125 per Series A Preferred Share). Such dividends shall accrue and be cumulative from and including [ ] (the “Original Issue Date”) and shall be payable quarterly in arrears on each Dividend Record Payment 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 commencing [ ]; provided, however, that if any Dividend Record Payment 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 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 on January 15Business Day, 2001. Such dividends except that, if such Business Day is in the next succeeding calendar year, such payment shall be cumulative made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on each share the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount 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 A Preferred Stock Shares for any Dividend Period (as defined below) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the shareholder records of the Trust at the close of business on the stock register of applicable Dividend Record Date (as defined below). Notwithstanding any provision to the Corporation contrary contained herein, each outstanding Series A Preferred Share shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other Series A Preferred Share that is outstanding on such record date, not less than 15 nor more than 60 days preceding a dividend payment . “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 Trustees for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the last calendar day of each March, June, September and December, commencing on [ ]. “Dividend Period” shall mean the respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (a "other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include [ ], and other than the Dividend Period during which any 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 A Preferred Shares shall be payable redeemed, converted or otherwise reacquired pursuant to Section 5 or Section 6, which shall end on and include the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesday preceding the redemption date, no dividends conversion date or other distributions shall be made reacquisition date with respect to the Common Stock unless at the same time a dividend Series A Preferred Shares being redeemed, converted 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 distributionotherwise reacquired). 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. 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 Corporation shall pay, cumulative mandatory dividends at the rate per share of Directors out seven percent (7%) of funds legally available therefor. Record holders of Series B Preferred Stock the Face Amount per annum, payable quarterly on each March 31, June 30, September 30 and December 31, beginning on the first such date after the applicable Original Issue Date (each such date, a Series B “Dividend Record Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be entitled to one dividend-in-kind due on the next succeeding Trading Day). Such dividends shall be payable each year in additional shares of Series B A Preferred Stock valued for this purpose 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 issuanceFace Amount; provided, however, that if such additional shares of Series A Preferred Stock are not legally available for the payment of dividends shall cease to accrue on the Series A Preferred Stock, such dividends shall, effective on the close of business on a share Dividend Payment Date with respect to an unpaid dividend, accrete to, and increase, the Face Amount of the Series B A Preferred Stock following such share's redemption or conversion, as the case may beStock. 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 a three hundred sixty (360) day year, consisting of twelve (12) thirty (30) day periods, shall accrue daily commencing on the applicable Original Issue Date, and, subject to the preceding sentence, shall be deemed to accrue from such applicable Original Issue Date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation on such legally available for the payment of dividends. The record date, not less than 15 nor more than 60 days preceding a dividend payment date for determining the holders of Series A Preferred Stock entitled to dividends pursuant to this Paragraph A. shall be the fifth (including a Series B Dividend-in-Kind 5th) Trading Day before the Dividend Payment Date). If any such cumulative dividends would result in the issuance of a fractional share of Series A Preferred Stock, the Corporation shall issue a fractional share therefor, rounded to the nearest 1/1000th of a share. For the avoidance of doubt, (i) for purposes of any conversion or redemption of shares of Series A Preferred Stock, any amount accreted to the Face Amount of such shares pursuant to this Paragraph A. as of such conversion or redemption shall not be deemed accrued but unpaid dividends and (ii) in the event of a conversion or redemption that occurs between Dividend Payment Dates, dividends 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 deemed to accrue and be paid through the date of such event)conversion or redemption, no dividends shall be payable on the Series B Preferred Stock for any partial even if such accrual is less than a full quarterly dividend period. b. Subject to B. For any rights of Senior Securities, no other dividends or other distributions shall be made with respect to by the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares Corporation, Holders of Series B A Preferred Stock in an amount equal to the amount paid will participate 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 distributionon an as-converted basis. 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) 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, as only when, as, and when if declared by the Board of Directors or a duly authorized committee of the Board of Directors, on each Dividend Payment Date (as defined below), out of funds legally available therefor. Record holders for the payment of dividends thereof (whether net income or retained earnings), non-cumulative cash dividends at the rate per annum equal to 6.00% of the amount of the Liquidation Preference of the Series B Preferred Stock on a Series B outstanding for each Dividend Record Period from the Original Issue Date shall be entitled to one dividend-in-kind payable each year in additional shares of the Series B Preferred Stock at until any earlier Redemption Date. In the rate of six percent (6%) per annum, resulting in event the holder of each share of Series B Preferred receiving a dividend of 0.06 Corporation issues additional shares of the Series B Preferred Stock with respect to each share after the Original Issue Date, dividends on such shares may accrue from the Original Issue Date or any other date specified by the Board of Series B Preferred Stock. Each Directors or a duly authorized committee of the Board of Directors at the time such dividend shall additional shares are issued. (b) If declared by the Board of Directors or a duly authorized committee of the Board of Directors, dividends will 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 quarterly in arrears on February 5, May 5, August 5 and November 5 of each year, beginning on May 5, 2026 (each such day a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day, then payment of any dividend payable on such date will be made on the next succeeding Business Day (without interest or other payment in respect of such delay). (c) Dividends will be payable to holders of record of Series B Preferred Stock as they appear on the Corporation’s or its Transfer Agent’s stock register of on the Corporation on applicable record date, which shall be the 15th calendar day before the applicable Dividend Payment Date, or such other record date, not less than 15 calendar days nor more than 60 30 calendar days preceding a dividend payment date (including a Series B Dividend-in-Kind before the applicable Dividend Payment Date), as such record date shall be fixed by the Board of Directors (or 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 duly authorized committee of the Series B Preferred Stock were the holders Board 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 distributionDirectors. 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 Holders of record on the outstanding shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, as and when declared by preferential dividends at the Board rate of Directors 5% per share per annum on the Stated Value per share of Series A Preferred Stock out of any funds of the Corporation legally available thereforfor such purpose, but before any dividend or other distribution will be paid or declared and set apart for payment on any shares of any Junior Stock (defined below). Record holders Such dividends shall compound annually and be fully cumulative, and shall accumulate from the date of original issuance of the Series B A Preferred Stock on a Series B Dividend Record Date Stock, and shall be entitled payable quarterly on the last day of each calendar quarter commencing September 30, 2009, in arrears in cash or as described below, (provided that if such date is a Saturday, Sunday or legal holiday in the place where such dividend is to one dividend-in-kind be paid, then such dividend shall be payable without interest on the next day that is not a Saturday, Sunday or legal holiday). Upon the occurrence of an Event of Default (as defined in Paragraph 3 below) and while such Event of Default is outstanding, such dividend rate shall be increased to 15% per annum on the Stated Value per share. Dividends must be delivered to the holders not later than five business days after each year specified dividend payment date. At the Corporation’s option, such dividend payments may be made in additional shares of Series B A Preferred Stock valued at the rate of six percent (6%) per annumStated Value thereof, 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 150% of the Series B Preferred Stock were cash dividend otherwise payable, provided there is not an existing current Event of Default on the holders of quarterly date on which a dividend payment is payable, 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 Holder entitled to receive such distributiondividend may elect to receive such dividends in cash or additional shares of Series A Preferred Stock. The issuance of such shares of Series A Preferred Stock shall constitute full payment of such dividends. c. In (b) The dividends on the event Series A Preferred Stock at the Corporation rates provided above shall declare a distribution payable in securities be cumulative whether or not declared so that, if at any time full cumulative dividends at the rate aforesaid on all shares of other personsthe Series A Preferred Stock then outstanding from the date from and after which dividends thereon are cumulative to the end of the quarterly dividend period next preceding such time shall not have been paid or declared and set apart for payment, evidences or if the full dividend on all such outstanding Series A Preferred Stock for the then current dividend period shall not have been paid or declared and set apart for payment, the amount of indebtedness issued the deficiency shall be paid or declared and set apart for payment before any sum shall be set apart for or applied by the Corporation or a subsidiary of the Corporation to the purchase, redemption 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 acquisition of the Series B A Preferred Stock or any shares of any other class of stock ranking on a parity with the Series A Preferred Stock and before any dividend or other distribution shall be entitled paid or declared and set apart for payment on any Junior Stock and before any sum shall be set aside for or applied to a proportionate share the purchase, redemption or other acquisition 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 distributionJunior Stock.

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 be entitled to receive dividendscumulative cash dividends when, as and when if declared by the board of directors of the Corporation (the "Board of Directors Directors") out of funds of the Corporation legally available therefor. Record holders , at a rate per 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 8% of Series B Preferred Stock at the rate of six percent Liquidation Preference (6%as defined below) 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 and no more, which 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 dayfully cumulative, 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 (until declared and paid) without interest from the date of such share's issuance; providedfirst issuance and shall be payable in arrears on March 31, howeverJune 30, that dividends September 30 and December 31 of each year, commencing June 30, 2003, to the holders of record of shares of Series A Preferred Stock as of the immediately preceding March 15, June 15, September 15 and December 15, respectively. Dividends shall cease to accrue on a in respect of any share of Series B A Preferred Stock following on the date on which (i) such share's redemption share is redeemed by the Corporation pursuant to Section 4 of this Article FIFTH on the date (the "Exchange Date") or conversion(ii) such share is exchanged by the holder thereof pursuant to Section 5 of this Article FIFTH, as unless the Corporation shall have failed to (A) in the case may be. Dividends on of an exchange, deliver the appropriate number of shares of common stock, par value $.01 per share, of HLI Holding Company, Inc., a Delaware corporation or its successors in interest ("New HLI Common Stock"), in respect of such share of Series B A 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 Exchange Date or (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 B) in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)redemption, below pay the relevant Redemption Price (in which case dividends shall accrue and be paid through as defined below) on the date fixed for redemption. The amount of such event), no dividends payable on any period shorter than a full yearly dividend period shall be payable computed on the Series B Preferred Stock for any partial dividend periodbasis of a 360-day year of twelve 30-day months. 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 (b) 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 A Preferred Stock shall not be entitled to a proportionate share of any such distribution as though the holders dividends, whether payable in cash, property or stock, in excess 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 dividends as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionherein described.

Dividends. a. The holders 3.1 Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of record on the Series B Dividend Record Date A Non-Voting Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as defined below) dividends (other than dividends on shares of the outstanding Series B Preferred Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock. 3.2 In addition to any dividends payable pursuant to Section 3.1, commencing on October 15, 2025, Holders shall be entitled to receive dividendswhen, as and when if declared by the Board of Directors or a duly authorized committee of the Board of Directors, and the Corporation shall pay, out of funds legally available therefor. Record holders , cumulative quarterly cash dividends 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%) $26.00 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 A Non-Voting Preferred Stock. Each ; provided that for the Series A Dividend Payment Date occurring on October 15, 2025, the amount of such quarterly cash dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if $15.26. 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 payable quarterly in arrears on January 15, 2001April 15, July 15 and October 15 of each year, commencing with October 15, 2025 (each such date, a “Series A Dividend Payment Date”). Such dividends In the event a Series A Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date shall be cumulative postponed to the next day that is a Business Day and no additional dividend shall accrue on each share as a result of Series B Preferred Stock from that postponement. For the date avoidance of such share's issuance; provideddoubt, 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 if the Corporation on is legally unable to pay such record datedividends, 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 such dividends shall accrue and be paid through the date of such event)payable subject to Sections 3.3 and 3.4 below. 3.3 Other than as set forth in Sections 3.1 and 3.2 above, no dividends shall be payable paid on shares of Series A Non-Voting Preferred Stock, and the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, Corporation shall pay no dividends or (other distributions shall be made with respect to than dividends payable in the form of Common Stock) on shares of the Common Stock unless the full dividends (including any amounts then accrued but unpaid) contemplated by Section 3.1 and 3.2 above are paid at the same time a dividend or distribution in respect of the Series A Non-Voting Preferred Stock. 3.4 If the Conversion Date is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal prior to the amount paid with respect to a share record date for the payment of any dividend on the Common Stock as though Stock, 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 A Non-Voting Preferred Stock are convertible shall not have the right to receive any corresponding dividends on the Series A Non-Voting Preferred Stock. If the Conversion Date is after the record date for any declared or accrued dividend and prior to the payment date for that dividend, the Holder of a share of Series A Non-Voting Preferred Stock shall receive that dividend on the relevant payment date if such Holder was the holder of record on the record date for that dividend. If the Corporation is legally unable to pay any declared or accrued dividend, for the avoidance of doubt, the obligations in Section 3.3 above shall survive the Conversion Date, and such dividends shall remain payable to the holder of Series A Non-Voting Preferred Stock as of the record date fixed for the determination of the 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 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 Series C Preferred Stock shall rank senior in ---------- preference to the Common Stock, and to any other capital stock of the Company ranking junior to the Series C Preferred Stock, with respect to dividends. Subject to the provisions below, the holders of record shares of the Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, as legally available, cumulative cash dividends. The rate of dividends per share shall be expressed as a percentage of the Series C Stated Value in effect at the relevant time (as applicable, "Series C Dividend Rate") and shall be an annual rate equal to ten percent (10%) until the third anniversary of the date on which the shares of Series C Preferred Stock are originally issued (the "Original Issue Date"), and twenty percent (20%) thereafter. Such dividends on shares of Series C Preferred Stock shall be cumulative from the date such shares are issued, whether or not in any period the Company shall be legally permitted to make the payment of such dividends and whether or not such dividends are declared. On each April 1, July 1, October 1, and January 1 after the Original Issue Date (as applicable, each a "Series C Dividend Payment Date"), cash dividends on the Series C Preferred Stock may be payable in full or in part at the discretion of the Company (on each Series C Dividend Payment Date on or prior to the third anniversary of the Original Issue Date). On each Series C Dividend Payment Date after the third anniversary of the Original Issue Date, cash dividends on the Series C Preferred Stock shall be payable in an amount equal to at least half of the dividend that accrues during each calendar quarter then-ended. If on any date of payment of dividends on the Series C Preferred Stock (including, without limitation, a Series C Dividend Payment Date), the Company does not also fully pay all then-accrued and unpaid dividends on the Series B Dividend Record Date (as defined below) Preferred Stock, then the total amount of cash to be paid to the outstanding holders of Series C Preferred Stock and Series B Preferred Stock shall be entitled allocated between such series, pro-rata according to receive dividendsthe relative amounts of then-accrued and unpaid dividends on each such series, as and when declared by then payment among the Board of Directors out of funds legally available therefor. Record holders of each series shall be made pro-rata according to the ownership of outstanding shares within such series. Cumulative dividends shall at all times accrue at a compounded rate equal to the then-applicable Series B Preferred Stock on C Dividend Rate and shall accrue from and including the date of issuance of such shares to and including a Series B C 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 accrue whether or not there shall be cumulative (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 prior to the third anniversary of the Original Issue Date, and at all times on or after the third anniversary of the Original Issue Date at which any dividends with respect to the Series C Preferred Stock have accrued but remain unpaid, absent the affirmative vote of the holders of a majority of the shares of Series C Preferred Stock then outstanding, the Company shall accrue not declare, pay or set apart for payment or make any distribution with respect to shares of the Common Stock or any other capital stock of the Company ranking junior to the Series C Preferred Stock. The holders of shares of Series C Preferred Stock shall not be entitled to share in any dividend or distribution that is properly declared, paid or set apart for payment on or in respect of the Common 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 C Preferred Stock shall be calculated on the basis of the time elapsed from and including the date of issuance of such shares to and including the Series C Dividend Payment Date or on any final distribution date relating to conversion or redemption of Series C Preferred Stock or to a dissolution, liquidation or winding up of the Company. Dividends payable on the shares of Series C Preferred for any period of less than a full calendar quarter shall be prorated for the partial quarter on the basis of a 90-day quarter. To the extent dividends are not paid on a Series C Dividend Payment Date, all dividends that shall have accrued on each share of Series B C Preferred Stock from the date outstanding as of such share's issuance; providedSeries C Dividend Payment Date shall, howeveronly for purposes of calculating dividends thereon, that dividends shall cease be added to accrue on a the Series C Stated Value of such share of Series B C Preferred Stock following such share's redemption or conversionand shall remain a part thereof until paid, 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 and dividends shall accrue at the applicable Series C Dividend Rate and be paid through the date on such share of such event), no dividends shall be payable Series C Preferred Stock 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 basis 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 C Stated Value, as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionso adjusted. 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 preferential rights of the holders of record on any class or series of capital stock of the Corporation ranking senior to the Series B Dividend Record Date (as defined below) E Preferred Stock with respect to dividend rights, the holders of shares of the outstanding Series B E 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 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%) 7.625% per annum, resulting in annum of the holder of each $25.00 liquidation preference per share of the Series B Preferred receiving a dividend of 0.06 additional shares of Series B E Preferred Stock with respect (equivalent to each the fixed annual amount of $1.90625 per share of the Series B E Preferred Stock). Each such dividend Such dividends shall accrue and be cumulative from and including [·](1) and shall be payable to holders quarterly in arrears on or about each January 15 Dividend Payment Date (a "Series B Dividend-in-Kind as defined below), commencing [next payment date of Annaly preferred after merger closing]; provided, however, that if any Dividend Payment Date") (or if such date 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 on January 15Business Day, 2001. Such dividends except that, if such Business Day is in the next succeeding calendar year, such payment shall be cumulative made on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on each share the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount 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 for any Dividend Period (as defined below), including any partial Dividend Period, shall 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 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"Date (as defined below). 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 contrary contained herein, each outstanding shares share 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 E Preferred Stock shall be entitled to receive a proportionate dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of any Series E Preferred Stock that is outstanding on such distribution date. “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends that is not more than 35 and not fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean, as though applicable, March 31, June 30, September 30, and December 31, commencing on [next payment date of Annaly preferred after merger closing]. “Dividend Period” shall mean the holders respective periods commencing on, and including, the first day of January, April, July and October of each year and ending on, and including, the day preceding the first day of the Series B Preferred Stock were next succeeding Dividend Period (other than the holders of the number of shares of Common Stock of the Corporation into Dividend Period during which their respective any 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 shall be redeemed pursuant to receive such distribution.Section 5 or Section 6, which shall end on, and include, the

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 be entitled to receive dividendsdividends (the "Preferred Dividend") payable in cash or in shares of Series A Preferred Stock, as at the rate of $.05 per share per annum (the "Dividend Rate") on a cumulative basis from the actual date of original issue of each share of Series A Preferred Stock (the "Original Issue Date"), whether or not declared, out of funds legally available therefore, payable quarterly in arrears on the fifteenth day of each February, May, August, and when November in each year (each a "Dividend Payment Date"). Payments shall commence on August 15, 1998. Each such Preferred Dividend shall be payable to the holders of record of the Series A Preferred Stock at the close of business on the preceding December 31, March 31, June 30, and September 30, respectively. Each dividend shall be declared by the Board of Directors out no more than fifteen (15) days prior to its respective record date. Payments shall equal $.0125 per share on each Dividend Payment Date or such lesser amount as shall result from any proration in respect of funds legally available thereforany partial quarterly period. Record holders The amount of Series B Preferred Stock on a Series B Dividend Record Date Dividends payable upon the occurrence of any event described in Sections 3, 5 or 7 hereof shall be entitled computed by multiplying the applicable Dividend Rate by a fraction, the numerator of which shall be the number of days since the preceding Dividend Payment Date to one dividend-in-kind payable each year in additional the date of payment of such partial Preferred Dividend and the denominator of which shall be 360. Any shares of Series B A Preferred Stock issued as a stock dividend shall be valued for purposes of the Dividend Rate at $1.00 per share of Series A Preferred Stock issued. (b) The Dividend Rate shall be adjusted commencing twenty-four (24) months after the rate of six percent (6%) Original Issue Date, by increasing the Dividend Rate to $.10 per share per annum, resulting in with the holder quarterly Preferred Dividend being increased to $.025 per share, and thereafter on each succeeding twelve (12) month anniversary of each share the Original Issue Date, the Dividend Rate shall be increased such that during the fourth and fifth years following the Original Issue Date the Dividend Rate shall be $.12 and $.14, and the quarterly Preferred Dividend shall be $.03 and $.035, respectively, and so on until all of Series B Preferred receiving a dividend of 0.06 additional the outstanding shares of Series B A Preferred Stock shall have been redeemed or converted as provided in this Certificate of Designations. (c) So long as any of the shares of Series A Preferred Stock are outstanding, no dividends (other than dividends or distributions paid in shares of or options, warrants or rights to subscribe for or purchase shares of Common Stock) shall be declared or paid or set apart for payment by the Corporation or other distribution of cash or other property declared or made directly or indirectly by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates with respect to each share any shares 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 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 or other capital stock over which the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B A Preferred Stock following such share's redemption has preference or conversionpriority in the payments of dividends or in the distribution of assets on any liquidation, 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 dissolution or winding up of the Corporation ("Junior Stock"), nor shall any shares of Junior Stock be redeemed, purchased or otherwise acquired (other than a purchase or other acquisition of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation or any subsidiary) 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) directly or indirectly by the Corporation or any affiliate or any person acting on such record datebehalf of the Corporation or any of its affiliates (except by conversion into or exchange for Junior Stock), not less than 15 nor more than 60 days preceding a dividend payment date shall any other cash or other property otherwise be paid or distributed to or for the benefit of any holder of shares of Junior Stock in respect thereof, directly or indirectly, by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates unless in each case (x) the full Preferred Dividends (including a Series B Dividend-in-Kind Payment Date)all accumulated, 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 accrued and be paid through the date of such event), no dividends shall be payable unpaid dividends) 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 equal to shall have been paid or such dividends have been declared and set apart for payment for the amount paid current dividend periods with respect to a share of Common the Series A Preferred Stock as though and (y) sufficient funds shall have been paid or set apart for the holders payment of the Series B full 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 Dividend for the determination of current dividend period with respect to the holders of Common Stock of the Corporation entitled to receive such distributionSeries A Preferred Stock. c. In (d) If and whenever a quarterly Preferred Dividend is not paid on a Dividend Payment Date (whether or not declared), then the event amount of such Preferred Dividend remaining in arrears and unpaid from time to time shall bear interest from such Dividend Payment Date until the Corporation shall declare a distribution date it is paid in full at an annual rate equal to ten percent (10%). Interest payable in securities respect 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, Preferred Dividends which are in each such case the holders of the Series B Preferred Stock arrears shall be entitled computed on the basis of twelve (12), thirty (30) day months and a 360-day year. No payment shall be applied to the Preferred Dividend due on a proportionate share of any such distribution as though the holders of the Series B Dividend Payment Date unless and until all arrears, including interest thereon, with respect to accumulated, accrued but unpaid 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 shall have been paid.

Dividends. a. The (a) Subject to the prior preferences and other rights of any Senior Stock and restrictions imposed by the terms of any indebtedness of the Corporation, the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B E 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 the purpose, cash dividends at a per annum rate applied to the Subscription Price as determined daily during each Dividend Period equal to the then most recent "Prime Rate," as published in The Wall Street Journal (or any successor publication) as the base rate on corporate U.S. Dollar loans posted by at least 75% 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 the nation's 30 largest banks (or any publicly published comparable rate as determined by the Board of Series B Preferred Stock at the rate of six Directors) plus two 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 ; such rate to each share of Series B Preferred Stock. Each change as and when such dividend shall "Prime Rate" changes and such rate to 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 determined on the next succeeding business day) beginning on January 15, 2001basis of a 365 day year and the actual days elapsed during a Dividend Period. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; providedIssue Date, 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 and shall be payable in arrears, when and as declared by the Board of Directors, on March 31, June 30, September 30, and December 31 of each year (each such date being herein referred to as a "Dividend Payment Date"), commencing on March 31, 1997. The period from the Issue Date through March 31, 1997, and each quarterly period between consecutive Dividend Payment Dates thereafter shall hereinafter be referred to as a "Dividend Period." Each such dividend shall be paid to the holders of record of the Series E Preferred Stock as they their names appear on the stock share register of the Corporation on the corresponding Record Date. As used above, the term "Record Date" means, with respect to the dividend payment on March 31, June 30, September 30 and December 31, respectively, of each year, the preceding March 30, June 29, September 29 and December 30, or such other record date designated by the Board of Directors of the Corporation with respect to the dividend payable on such respective Dividend Payment Date. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not less than 15 nor more than 60 exceeding 50 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall may 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 be paid through the date of such event), no 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 in 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 distributionperiod less than a full Dividend Period.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B K Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board or a duly authorized committee of Directors the Board, out of funds assets legally available therefor. Record holders for the payment of dividends under Ohio law, non-cumulative cash dividends based on the liquidation preference of the 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 K Preferred Stock at a rate equal to 6.00% per annum for each Series K Dividend Period from the rate Original Issue Date 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 K Preferred Stock with respect to each share to, but excluding, the redemption date of the Series B K Preferred Stock. Each such dividend shall , if any. (b) If declared by the Board or a duly authorized committee of the Board, dividends will be payable on or about the Series K Preferred Stock (each January 15 (such date, a "“Series B Dividend-in-Kind K Dividend Payment Date"”) (or if such date quarterly, in arrears, on March 31, June 30, September 30 and December 31 of each year, beginning on [•]. If any Series K Dividend Payment Date is not a business dayBusiness Day, then the dividends due on such Series B Dividend-in-Kind Payment Date shall payment will be paid made on the next succeeding business dayBusiness Day without any adjustment to the amount of dividends paid. (c) 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 of Series K Preferred Stock as they appear on the stock register of Corporation’s books on the Corporation on such applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a which shall be the 15th calendar day before the applicable Series B Dividend-in-Kind K Dividend Payment Date), or such other record date, no earlier than 30 calendar days before the applicable Series K Dividend Payment Date, as shall be fixed by the Board or a duly authorized committee of Directors the Board. (d) Dividends payable on Series K Preferred Stock will be computed on the basis of a "360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upwards. Dividends on the Series B Dividend Record Date"). Except K Preferred Stock will cease to accrue on the redemption date, if any, unless the Corporation defaults in the case payment of the redemption price of the Series K Preferred Stock called for redemption. (e) Dividends on the Series K Preferred Stock will not be cumulative. If the Board or a duly authorized committee of the Board does not declare a dividend on the Series K Preferred Stock in respect of a redemption under Section 4 or mandatory conversion under Section 6(c)Series K Dividend Period, below (in which case dividends then no dividend shall accrue and be paid through the date of deemed to have accrued for such event)Series K Dividend Period, no dividends shall be payable on the applicable Series B Preferred Stock K Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Series K Dividend Period, whether or not the Board or a duly authorized committee of the Board declares a dividend for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made future Series K Dividend Period with respect to the Common Series K Preferred Stock or any other class or series of the Corporation’s Preferred Stock. (f) So long as any share of Series K Preferred Stock remains outstanding, unless at the same time full dividends for the most recently completed Series K Dividend Period have been declared and paid (or declared and a dividend or distribution is paid with respect to sum sufficient for the payment thereof has been set aside) on all outstanding shares of Series B K Preferred Stock, during a Series K Dividend Period: (1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Series K Junior Securities (other than (i) a dividend payable solely in Series K Junior Securities or (ii) any dividend in connection with the implementation of a stockholders’ rights plan, or the redemption or repurchase of any rights under any such plan); and (2) no shares of Series K Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (i) as a result of a reclassification of Series K Junior Securities for or into other Series K Junior Securities, (ii) the exchange or conversion of one share of Series K Junior Securities for or into another share of Series K Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series K Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Series K Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Series K Junior Securities pursuant to a contractually binding requirement to buy Series K Junior Securities existing prior to the most recently completed Series K Dividend Period, including under a contractually binding stock repurchase plan or (vi) the purchase of fractional interests in shares of Series K Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation. (g) On any Series K Dividend Payment Date for which full dividends are not paid, or declared and funds set aside therefor, upon the Series K Preferred Stock in an amount equal and any shares of any class or series or any securities convertible into shares of any class or series of other equity securities designated as ranking on a parity with the Series K Preferred Stock as to the amount payment of dividends (“Dividend Parity Stock”), all dividends paid or declared for payment on that Series K Dividend Payment Date with respect to a share the Series K Preferred Stock and the Dividend Parity Stock shall be shared: (i) first ratably by the holders of Common any shares of such other series of Dividend Parity Stock as though who have the right to receive dividends with respect to Dividend Payment Periods prior to the then-current Dividend Payment Period, in proportion to their respective amounts of the undeclared and unpaid dividends relating to prior Dividend Payment Periods; and (ii) thereafter by the holders of the shares of Series B K Preferred Stock were and the Dividend Parity Stock on a pro rata basis. Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board or a duly authorized committee of the Board, may be declared and paid on the Common Stock and any other Series K Junior Securities or any Series K Parity Securities from time to time out of any assets legally available for such payment, and 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 K Preferred Stock shall not be entitled to a proportionate share of participate in any such distribution as though the holders of dividend. (h) Dividends on the Series B K Preferred Stock were will not be declared, paid or set aside for payment to the holders of the number of shares of Common Stock of extent such act would cause 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 distributionfail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B Cumulative Convertible Preferred Stock shall be entitled to receive dividendsreceive, when and as authorized and when declared by the Board of Directors out of funds at the time legally available therefor. Record holders of Series B Preferred Stock on a Series B , dividends at the Cash Dividend Record Date shall be entitled to one dividendRate (defined below) per annum times the Liquidation Preference (defined below in Section 4(a)) if paid in cash, or at the In-in-kind payable each year Kind Dividend Rate (defined below) per annum times the Liquidation Preference if paid in additional shares of Series B Cumulative Convertible Preferred Stock at the rate of six percent (6%) per annumStock, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock and no more, which shall be fully cumulative, shall accrue with respect to any such share from the original date of issuance of such share without interest and shall be payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each share of Series B Preferred Stock. Each year (a "Dividend Payment Date"), commencing March 15, 1997 (except that if any such date is a Saturday, Sunday or legal holiday, then such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date the next day that is not a business daySaturday, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business daySunday or legal holiday) 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 upon the stock register transfer books of the Corporation on each March 1, June 1, September 1 and December 1 immediately preceding the payment dates, or 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), other dates as shall be fixed at the time of the authorization and declaration by the Board of Directors (or, to the extent permitted by applicable law, a duly authorized committee thereof), which date shall not be less than ten (10) nor more than sixty (60) days preceding the relevant dividend payment date. For purposes hereof, the term "legal holiday" shall mean any day on which banking institutions are authorized to close in New York, New York. The amount of dividends payable per share of Series B Cumulative Convertible Preferred Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount by four and shall include fractional shares. The amount of dividends payable for the initial dividend period and any period shorter than a full quarterly period during which shares are outstanding shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in the period in which payable. No interest shall be payable in respect of any dividend payment on the Series B Cumulative Convertible Preferred Stock or any other Parity Dividend Stock (as hereinafter defined) which may be in arrears. The "Cash Dividend Rate" shall be 9 percent per annum if a Special Default (defined below) has occurred and is continuing at any time during the applicable Annual Payment Period (defined below) or Semiannual Payment Period (defined below), and shall be 7 percent per annum at all other times. The "In- Kind Dividend Rate" shall be 12 percent per annum if a Special Default has occurred and is continuing at any time during the applicable Annual Payment Period or Semiannual Payment Period, and shall be 10 percent per annum at all other times. (b) Any dividend payments may be made, in the sole discretion of the Board of Directors, as follows (for purposes of this determination, the Designated Directors (defined below in Section 13) shall not vote): (i) Prior to December 15, 1999: (1) on or prior to the Original Issue Date and prior to December 15, 1997 and 1998, the Board of Directors shall determine whether dividend payments payable on the next four Dividend Payment Dates beginning December 15 (each, an "Annual Payment Period") shall be paid in (i) cash or (ii) additional shares of Series B Cumulative Convertible Preferred Stock valued at the Liquidation Preference (but not in any combination of cash and additional shares of Series B Cumulative Convertible Preferred Stock); provided, however, -------- ------- that the first Annual Payment Period shall commence March 15, 1997, and run for three Dividend Payment Dates if the Original Issue Date is between December 15, 1996 and March 15, 1997; (2) in the event that, during an Annual Payment Period when the Board has elected to pay dividends on the Series B Cumulative Convertible Preferred Stock in cash, the Corporation fails to authorize, declare and pay in cash on a Dividend Payment Date the full amount of the cash dividend due at the Cash Dividend Rate, then, on or prior to such Dividend Payment Date, the Board shall authorize, declare and pay a supplemental stock dividend in shares of Series B Cumulative Convertible Preferred Stock (valued at the Liquidation Preference) equal to the difference between the dividend that would have been paid in-kind at the In-Kind Dividend Rate (assuming that the Board had elected to pay dividends for such period in-kind and assuming that a Special Default existed) and the cash dividend actually declared and paid on such Dividend Payment Date and on the previous Dividend Payment Date during such Annual Payment Period, if any. (ii) On or after December 15, 1999: (1) On or prior to December 15, 1999 and on or prior to each June 15 and December 15 thereafter, the Board of Directors shall determine whether dividend payments accruing on the next two Dividend Payment Dates beginning on such Dividend Payment Date (each a "Semiannual Payment Period") shall be paid in (i) cash or (ii) additional shares of Series B Cumulative Convertible Preferred Stock valued at the Liquidation Preference (but not in any combination of cash and additional shares of Series B Cumulative Convertible Preferred Stock); (2) in the event that, during a Semiannual Payment Period when the Board has elected to pay dividends on the Series B Cumulative Convertible Preferred Stock in cash, the Corporation fails to authorize, declare and pay in cash on a Dividend Record Payment Date the full amount of the cash dividend due at the Cash Dividend Rate, then, on such Dividend Payment Date"). Except , the Board shall authorize, declare and pay a supplemental stock dividend in shares of Series B Cumulative Convertible Preferred Stock (valued at the Liquidation Preference) equal to the difference between the dividend that would have been paid in-kind at the In-Kind Dividend Rate (assuming that the Board had elected to pay dividends for such period in-kind and assuming that a Special Default existed) and the cash dividend actually declared and paid on such Dividend Payment Date and on the previous Dividend Payment Date during such Semiannual Payment Period, if any. (iii) All shares of Series B Cumulative Convertible Preferred Stock issued as a dividend with respect to the Series B Cumulative Convertible Preferred Stock shall thereupon be duly authorized, validly issued, fully paid and nonassessable. (c) In the case of a redemption under Section 4 or mandatory conversion under Section 6(c)shares of Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date, below (in which case dividends shall accrue and be paid through cumulative from such date. In the case of shares of Series B Cumulative Con vertible Preferred Stock issued as a dividend on shares of Series B Cumulative Convertible Preferred Stock, dividends shall accrue and be cumulative from the dividend payment date in respect of which such eventshares were (or should have been) issued as a dividend. (d) Each fractional share of Series B Cumulative Convertible Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of Series B Cumula tive Convertible Preferred Stock, and all such dividends with respect to such outstanding fractional shares shall be cumulative and shall accrue (whether or not declared), no dividends and shall be payable in the same manner and at such times as provided for above with respect to dividends on the each outstanding share of Series B Cumu lative Convertible Preferred Stock. Each fractional share of Series B Cumulative Convertible Preferred Stock for outstanding shall also be entitled to a ratably propor tionate amount of any partial dividend periodother distributions made with respect to each outstanding share of Series B Cumulative Convertible Preferred Stock, and all such distributions shall be payable in the same manner and at the same time as distributions on each outstanding share of Series B Cumulative Convertible Preferred Stock. b. Subject to any rights of Senior Securities, no (e) No dividends or other distributions shall be made authorized, declared, paid or set apart for payment on any shares of Common Stock or other stock of the Corporation ranking junior as to dividends to the Series B Cumulative Convertible Preferred Stock (collectively, the "Junior Dividend Stock") except for dividends or distributions that are not Extraordinary Equity Payments (defined below in Section 8(h)). (f) If at any time any dividend on the $21.25 Convertible Exchangeable Preferred Stock (the "$21.25 Preferred Stock") or any other stock of the Corporation hereafter issued ranking senior as to dividends to the Series B Cumulative Convertible Preferred Stock (collectively with the $21.25 Preferred Stock, the "Senior Dividend Stock") shall be in arrears, in whole or in part, then (except to the extent allowed by the terms of such Senior Dividend Stock) no cash dividend shall be authorized, declared, paid or set apart for payment on the Series B Cumulative Convertible Preferred Stock unless and until all accrued and unpaid dividends with respect to the Common Senior Dividend Stock unless at for all payment periods ending on or prior to the same time a date of payment of the current dividend on the Series B Cumulative Convertible Preferred Stock shall have been authorized, declared and paid or distribution is paid with respect to all outstanding set apart for payment. Dividends payable in additional shares of Series B Cumulative Convertible Preferred Stock are permitted and not subordinated in an amount equal payment to payment of dividends on the amount Senior Dividend Stock. (g) No dividends or other distributions shall be authorized, declared, paid or set apart for payment on any class or series of the Corporation's stock heretofore or hereafter issued ranking, as to dividends, on a parity with respect to a share of Common Stock as though the holders of the Series B Cumulative Convertible Preferred Stock were (the holders "Parity Dividend Stock") for any period unless full cumulative dividends have been, or contemporaneously are, authorized, declared and paid or set apart in trust for such payment on the Series B Cumulative Convertible Preferred Stock for all dividend payment peri ods terminating on or prior to the date of the number payment of shares of Common Stock of the Corporation into which their respective such full cumulative divi dends. No full dividends (other than dividends payable in additional shares of Series B Cumulative Convertible Preferred Stock are convertible as of the record date fixed Stock) shall be authorized, declared, paid or set apart 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 payment on the Series B Cumulative Convertible Preferred Stock for any period unless full cumulative dividends have been, or contempora neously are, authorized, declared and paid or set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When accrued dividends are not paid in full on the Series B Cumulative Convertible Preferred Stock and the Parity Dividend Stock, all cash dividends authorized, declared and paid or set apart for payment on the Series B Cumulative Convertible Preferred Stock and the Parity Dividend Stock shall be entitled to a proportionate authorized, declared, paid or set apart for payment pro rata so that the amount of dividends authorized, declared, paid or set apart for payment per share of any such distribution as though the holders of on the Series B Cumulative Convertible Preferred Stock were and the holders of Parity Dividend Stock shall in all cases bear to each other the number of shares of Common Stock of same ratio that accrued and unpaid dividends per share on the Corporation into which their respective shares of Series B Cumulative Convertible Preferred Stock are convertible as of and the record date fixed for the determination of the holders of Common Parity Dividend Stock of the Corporation entitled bear to receive such distributioneach other.

Dividends. a. The 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 dividendscumulative cash dividends at the rate of (i) $8.00 per share for the period beginning on the date of issuance and ending on June 30, 2001, (ii) $10.00 per share for the period beginning July 1, 2001 and ending on June 30, 2002, (iii) $12.00 per share for the period beginning July 1, 2002 and ending on June 30, 2003, and (iv) $16.00 per share after July 1, 2004 (subject to appropriate adjustments in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) per annum, and no more, payable quarterly on March 31, June 30, September 30 and December 31. Such dividends shall first be payable on June 30, 1999. Such dividends shall be payable in preference and priority to any payment of any cash dividend on Junior Securities, when and as and when declared by the Board of Directors out of the Company. Notwithstanding the foregoing, the Company may defer payment of accrued dividends to the holders of the Series A Preferred Stock to the extent the dividends cannot be paid from the Company's "Free Cash Flow" (as hereinafter defined). Such dividends may be deferred until the earlier of such times as Free Cash Flow is available for payment of same or June 30, 2001. Free Cash Flow is defined as the Net Increase in Cash and Cash Equivalents (as expressed in the Company's "Consolidated Statement of Cash Flows" for the number of months which have passed since the end of the prior fiscal year, calculated as of the end of the month most recently ended prior to the due date of a dividend payment), adjusted to eliminate any net cash provided or used by financing activities, minus any accrued dividends on Series A Preferred Stock, less $750,000. Such dividends shall (even though such dividends are not payable until beginning June 30, 1999) accrue with respect to each share of Series A Preferred Stock from the date on which such share is issued and outstanding and thereafter shall be deemed to accrue from day to day whether or not earned or declared and whether or not there exists profits, surplus or other funds legally available therefor. Record holders for the payment of dividends, and shall be cumulative so that if such dividends on the Series A Preferred Stock shall not have been paid, or declared and set apart for payment, the deficiency shall be fully paid or declared and set apart for payment before any dividend shall be paid or declared or set apart for any Junior Securities or (other than dividends on Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year or other Parity Securities paid in additional shares of Series B Preferred Stock at Stock) any Parity Securities and before any purchase or acquisition of any Junior Securities or Parity Securities is made by the rate Company. At the earlier of: (1) the redemption of six percent the Series A Preferred Stock, (6%2) per annumthe liquidation, resulting in sale or merger of the holder Company or (3) June 30, 2001, any accrued but unpaid dividends shall be paid to the holders of each share record of Series B Preferred receiving a dividend of 0.06 additional outstanding shares of Series B A Preferred Stock. The Company shall give written notice, sent by first class certified mail, postage prepaid and return receipt requested, specifying the date and amount of each dividend to be paid on Series A Preferred Stock, at least 5 days in advance of the dividend payment date to all holders of record of the Series A Preferred Stock as their names and addresses appear on the share register of the Company on the date of such notice. Each dividend shall be mailed to the holders of record of the Series A Preferred Stock as their names and addresses appear on the share register of the Company on the corresponding dividend payment date. Anything contained in this Section 3 to the contrary notwithstanding, the holders of shares of Series A Preferred Stock with respect to each share which dividends are to be paid in accordance with this Section shall have the right, exercisable at any time up to the close of Series B Preferred Stock. Each business on the applicable dividend payment date to convert all or any part of such shares into shares of Common Stock pursuant to Section 10 hereof and for such purpose such dividend shall not be payable on deemed to have been 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 set apart at 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 holders of record on (a) From and after the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Issue Date, Holders shall be entitled to receive dividendsreceive, when, as and when if authorized and declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock funds, on a Series B Dividend Record Date shall be entitled to one non-cumulative basis, cash dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting 's 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 amount determined as set forth in Section 4(c), and no more. (b) Subject to each share of Series B Preferred Stock. Each such dividend Section 4(a), dividends shall be payable quarterly in arrears on or about January 15, April 15, July 15 and October 15 of each January 15 year (each, a "Series B Dividend-in-Kind Dividend Payment Date") commencing on October 15, 2012. Each dividend will be payable to Holders of record as they appear in the stock register of the Corporation at the close of business on the first day of the month, whether or not a Business Day, in which the relevant Dividend Payment Date occurs (each, a "Record Date"). Each period from and including a Dividend Payment Date (or if such the date of the issuance of the Series C Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as a "Dividend Period." (c) Dividends, if, when and as authorized and declared by the Board of Directors, will be payable, for each outstanding share of Series C Preferred Stock, at an annual rate of 8.750% on the $1,000 per share liquidation preference, subject to increase as provided in Section 13(a)(ii) and Section 19. Dividends payable for a Dividend Period will be computed on the basis of a 360-day year of twelve 30-day months. If a scheduled Dividend Payment Date falls on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall dividend will be paid on the next succeeding business day) beginning Business Day as if it were paid on January 15the scheduled Dividend Payment Date, 2001. Such dividends shall be cumulative and shall no interest or other amount will accrue on each share the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. No interest or sum of money in lieu of interest will be paid on any dividend payment on shares of Series B C Preferred Stock from paid later than the date of such share's issuance; provided, however, that dividends shall cease to accrue scheduled Dividend Payment Date. (d) Dividends on a share of the Series B C Preferred Stock following such share's redemption are non-cumulative. If the Board of Directors does not authorize and declare a dividend on the Series C Preferred Stock or conversionif the Board of Directors authorizes and declares less than a full dividend in respect of any Dividend Period, the Holders will have no right to receive any dividend or a full dividend, as the case may be, for the Dividend Period, and the Corporation will have no obligation to pay a dividend or to pay full dividends for that Dividend Period, whether or not dividends are authorized, declared and paid for any future Dividend Period with respect to the Series C Preferred Stock or the Common Stock or any other class or series of the Corporation's preferred stock. (e) So long as any share of Series C Preferred Stock remains outstanding, (1) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities (other than a dividend payable solely in shares of Junior Securities) and (2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (a) as a result of a reclassification of Junior Securities for or into other Junior Securities, (b) repurchases, redemptions or acquisitions in connection with any employment contract, benefit plan or similar arrangements with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan providing for the purchase of Junior Securities by shareholders of the Corporation from the Corporation, (c) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities and (d) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of Junior Securities), unless, in each case, the full dividends for the most recent Dividend Payment Date on all outstanding shares of Series C Preferred Stock and Parity Securities have been paid or declared and a sum sufficient for the payment thereof has been set aside. Dividends Subject to the succeeding sentence, for so long as any shares of Series C Preferred Stock remain outstanding, no dividends shall be declared or paid or set aside for payment on any Parity Securities for any period unless full dividends on all outstanding shares of Series C Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all outstanding shares of Series C Preferred Stock. To the extent the Corporation declares dividends for the then-current Dividend Period on the Series B C Preferred Stock and on any Parity Securities but does not make full payment of such declared dividends, the Corporation shall be payable to allocate the dividend payments on a pro rata basis among the Holders of the shares of Series C Preferred Stock and the holders of record any Parity Securities then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments for the then-current Dividend Period bear the same ratio to each other as they appear all accrued and unpaid dividends per share on the stock register Series C Preferred Stock and all Parity Securities bear to each other. The Corporation is not obligated to pay Holders of the Corporation Series C Preferred Stock any dividend in excess of the dividends on the Series C Preferred Stock that are payable as described herein. Subject to the foregoing, and not otherwise, such record datedividends (payable in cash, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), stock or otherwise) as shall may be fixed determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Securities from time to time out of any assets legally available therefor, and the shares of Series C Preferred Stock shall not be entitled to participate in any such dividend. Notwithstanding the foregoing, if there occurs a Regulatory Change applicable to the Corporation that would, in the good faith determination of the Corporation, cause more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series C Preferred Stock then outstanding as Tier 1 Capital due to the provisions described in this paragraph (e), then such provisions shall not be applicable if as a "result of such modification the Series B Dividend Record Date")C Preferred Stock would then qualify as Tier 1 Capital upon the closing of the Acquisition and thereafter. Except For the avoidance of doubt, provisions in this paragraph (e) shall be retained and reinstated (if applicable) to the maximum extent allowable under applicable regulatory guidelines that permit the Series C Preferred Stock to qualify as Tier 1 Capital. For so long as the Series C Preferred Stock is outstanding, the Corporation shall not establish any series of preferred stock, or issue any shares of preferred stock, with dividends payable on a cumulative basis. Following the modification of any provisions described in this paragraph (e) as a result of a Regulatory Change applicable to the Corporation, the Corporation shall mail or electronically transmit to the Holders a notice briefly describing such modification. Any failure of the Corporation to mail or electronically transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification. (f) Payments of cash for dividends will be delivered to the Holder or, in the case of global certificates, through a redemption under Section 4 book-entry transfer through DTC or mandatory conversion under Section 6(c)any successor Depositary. (g) If a Conversion Date on which a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is on or prior to the Record Date for any declared cash dividend for the Dividend Period, below (in such Holder will not have the right to receive any declared cash dividends for that Dividend Period. If a Conversion Date on which case dividends a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is after the Record Date for any declared dividend and prior to the corresponding Dividend Payment Date, such Holder shall accrue and be paid through the date of such event), no dividends shall be payable receive that cash dividend on the relevant Dividend Payment Date if such Holder was the Holder of record on the Record Date for that dividend. Notwithstanding the preceding sentence, whether or not such Holder was the Holder of record on the Record Date, if such Holder elects to convert Series B C Preferred Stock after the Record Date for any partial declared dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect and prior to the Common Stock unless at corresponding Dividend Payment Date, such Holder must pay to the same time a dividend or distribution is paid with respect to all outstanding Conversion Agent upon conversion of the shares of Series B C Preferred Stock in an amount in cash equal to the amount full dividend to be paid with respect to a share of Common Stock as though on such Dividend Payment Date on the holders of shares being converted, unless 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 C Preferred Stock are convertible as of converted pursuant to Section 10, Section 11, Section 12 or Section 13 or following 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 provision by the Corporation or other persons, assets (excluding cash dividends) or options or rights of a Redemption Notice pursuant 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 distributionSection 7.

Dividends. a. (a) The record holders of record on the Series B Dividend Record Date (as defined below) then outstanding shares of the outstanding Series B Preferred Stock shall be entitled to receive cumulative preferential cash dividends, junior to cash dividends required to be made with respect to any issued and outstanding Senior Stock, on a parity with any cash dividends required to be made with respect to any issued and outstanding Parity Stock, but prior to and in preference to all cash dividends made with respect to any issued and outstanding Junior Stock, when and as and when declared authorized by the Board of Directors Board, out of funds legally available therefor. Record holders for the payment of dividends, at an annual rate equal to the Applicable Dividend Rate (as defined below) then in effect multiplied by the total of (i) the $1,000 per share Series B Preferred Stock on a Series B Dividend Record Date liquidation preference (the “Liquidation Preference”) plus (ii) all accumulated and unpaid dividends thereon that are in arrears. Such dividends shall be entitled to one dividend-in-kind payable each year in additional cumulative from the first date on which any shares of Series B Preferred Stock at are issued, such issue date to be contemporaneous with the rate first receipt by the Corporation of six percent (6%) per annum, resulting in subscription funds for 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 (the “Initial Issue Date”), and shall be payable monthly in arrears on or about the first day of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or calendar month 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, 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 “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 Preferred Stock for any partial dividend period. b. Subject to any rights Dividend Period (as defined below) will be computed on the basis of Senior Securitiesa 360-day year consisting of twelve 30-day months. The term “Dividend Period” 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 Initial Issue Date to and including the first Dividend Payment Date, and with respect to all outstanding shares each subsequent Dividend Period, the period from but excluding a Dividend Payment Date to and including the next succeeding Dividend Payment Date or other date as of Series B Preferred Stock in an amount equal which accumulated dividends are to the amount be calculated. Dividends shall be paid with respect to a share holders of Common Stock as though the holders record of the Series B Preferred Stock were as their names appear in the holders of the number of shares of Common Stock stock transfer records of the Corporation into at the close of business on the applicable record date, which their respective shares of Series B Preferred Stock are convertible as shall be the business day nearest the 23rd day of the record calendar month that is immediately prior to the month in which the applicable Dividend Payment Date falls or such other date fixed designated by the Board for the determination payment of the dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Dividends in respect of any past Dividend Periods that are in arrears may be authorized and paid at any time to holders of Common Stock of record on the Corporation entitled Dividend Record Date related 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 Dividend Period. Any dividend payment made on the Series B Preferred Stock shall be entitled credited first against the earliest accumulated but unpaid dividends due that remain payable. After full cumulative cash distributions, including all amounts in arrears, are paid with respect to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were pursuant to this Section 3(a) with respect to a Dividend Period, no further cash distributions shall be required to be made with respect 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 pursuant to this Section 3(a) with respect to such Dividend Period except 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 3(l) below.

Dividends. a. The (a) Prior to the Effective Time, the Company shall declare a dividend to its stockholders (and the Company OP shall declare a corresponding distribution to the holders of record Partnership Units), the payment date for which shall be the close of business on the Series B Dividend Record Date (as defined below) of last Business Day prior to the outstanding Series B Preferred Stock shall be entitled Effective Time, subject to receive dividends, as and when declared by the Board of Directors out of funds being legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date The record date for such dividends shall be entitled to one dividend-in-kind three (3) Business Days before the payment date. The per share dividend amount payable each year in additional shares of Series B Preferred Stock at by 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 Company with respect to each the Company Common Stock pursuant to this Section 6.16(a) shall be an amount equal to the Company’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of Series B Preferred Stock. Each days elapsed since the last dividend record date through and including the day prior to the Effective Time, and divided by the actual number of days in the calendar quarter in which such dividend is declared. For the avoidance of doubt, the Company shall not declare any dividend pursuant to this Section 6.16(a) to the extent such dividend would not be permitted under the MGCL. (b) Prior to the Effective Time, HR shall declare a dividend to its stockholders, the payment date for which shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a the close of 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 15last Business Day prior to the Effective Time, 2001subject to funds being legally available therefor. Such The record date for such dividends shall be cumulative three (3) Business Days before the payment date. The per share dividend amount payable by HR with respect to the HR Common Stock pursuant to this Section 6.16(b) shall be an amount equal to HR’s then-anticipated dividend for such quarter (on a per share basis) (which, for the avoidance of doubt, may be greater than HR’s then-most recent quarterly dividend), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Effective Time, and divided by the actual number of days in the calendar quarter in which such dividend is declared. (c) At least ten (10) Business Days prior to the initial scheduled date for the Company Stockholders Meeting, the Company Board (i) shall accrue authorize and declare a distribution (the “Special Distribution”) to the Company’s stockholders in an amount equal to $4.82 per share in cash (the “Special Distribution Amount”) (and the Company OP shall declare a corresponding distribution to the holders of Partnership Units), and (ii) promptly set the record date for the Special Distribution as the close of business on each share the last Business Day prior to the anticipated Closing Date (the “Record Date”) and deliver notice of Series B Preferred Stock from the date of such share's issuanceRecord Date to NYSE at least ten (10) days prior to the anticipated Closing Date; provided, however, that dividends the authorization, declaration and payment of the Special Distribution shall cease be subject to accrue and explicitly conditioned on a share receipt by the Company of Series B Preferred Stock following such share's redemption the HR Certification on or conversionbefore the Payment Date and delivery of the Company Certification to HR on or before the Payment Date. Following the receipt by the Company of the HR Certification and the delivery of the Company Certification to HR, as the case may be. Dividends Company shall deposit the aggregate Special Distribution Amount Shortfall with the Transfer Agent on the Series B Preferred Stock Business Day prior to the Effective Time and the payment date for the Special Distribution shall be payable to holders of record within five (5) Business Days after the Effective Time (or 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 Datesoon as practicable thereafter), as shall be fixed determined by the Company Board of Directors (a "Series B Dividend Record the “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 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. (a) The holders of record dividend rate on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends$ per annum ($ per quarter-year). Dividends (including Additional Dividends (as defined in Section 2)) on shares of the Series A Preferred Stock shall accrue, whether or not declared, on a daily basis from the date of issuance of such shares. Accrued but unpaid dividends shall not bear interest. (b) Dividends on the Series A Preferred Stock shall be payable, when, as and when if declared by the Board of Directors of the Corporation out of funds assets legally available therefor. Record holders , quarter-yearly on the last days of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable March, June, September and December in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumeach, 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 Dividend Payment Date") (or if such ), with the first dividend payment date is not a business day, being the dividends due on such Series B Dividend-in-Kind next 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 following 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 of the Series A Preferred Stock as they appear on the stock register books of the Corporation on such record datedates, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind the Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Dates. 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 Dividends payable on the Series B A Preferred Stock for any partial period shorter than a quarter-yearly dividend periodperiod shall be computed on the basis of a 360-day year of twelve 30-day months. The Series A Preferred Stock shall rank on a parity with each other series of Junior Preferred Stock as to the payment of dividends, except to the extent otherwise provided in Section 7 hereof or in the resolution or resolutions providing for the issuance of such other series. b. Subject (c) If (x) the Stock Issuance (as defined in the Amended and Restated Agreement and Plan of Merger, dated as of , 1996, as such may be amended or supplemented from time to time (the "Merger Agreement") among the Corporation, El Paso Natural Gas Company, a Delaware corporation ("El Paso") and El Paso Merger Company, a Delaware corporation) is not approved by the stockholders of El Paso (as hereinafter defined) at a special meeting of El Paso stockholders (including any rights adjournments or postponements thereof, the "El Paso Special Meeting") called to approve such issuance, (y) the Merger (as defined in the Merger Agreement) is effected, and (z) on or before the 30th day after the date of Senior Securitiesthe El Paso Special Meeting, no dividends either Standard & Poor's Corp. or other distributions shall be made with respect ▇▇▇▇▇'▇ Investors Service, Inc., downgrades the rating previously given by it 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 (the "Revised Ratings"), the annual dividend rate set forth in an amount equal (a) above will be automatically subjected to a one-time upward adjustment by the amount paid with respect to a share set forth in the table below opposite the applicable Revised Rating, effective as of Common Stock as though the holders date of original 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) Holders of record shares of the Series D 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 dividends, cumulative cash dividends at the rate of 7.00% of the $25.00 per share liquidation preference per annum (equivalent to $1.75 per annum per share). Dividends on the Series B D Preferred Stock shall accumulate daily and shall be cumulative from, and including, [.], 20231 and shall be payable quarterly in arrears on the 30th day of each December, March, June and September (each, a “Dividend Record Payment Date”), commencing on [.], 20232; 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 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. No interest, 2001. Such additional dividends shall be cumulative and shall or other sums will accrue on each share of Series B Preferred Stock the amount so payable for the period from the date of and after 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 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 on the stock register records of the Corporation at the close of business on such the applicable record date, not less which will be no fewer than 15 nor ten days and no more than 60 35 days preceding a dividend payment date (including a Series B Dividend-in-Kind prior to the applicable Dividend Payment Date), as shall be fixed by the Board of Directors (each, a "Series B “Dividend Record Date"”). Except in the case The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date. (b) No dividends on shares 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 Series D Preferred Stock shall be payable declared by the Board or paid or set apart for payment by the Corporation at any time when the terms and provisions of any agreement of the Corporation, including any agreement relating to any indebtedness of the Corporation, prohibit the declaration, payment or setting apart for payment thereof or provide that the declaration, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the declaration, payment or setting apart for payment is restricted or prohibited by law. 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) Notwithstanding anything to the contrary contained herein, dividends on the Series B D Preferred Stock will accumulate (i) whether or not the terms and provisions of any laws or agreements referred to in Section 0(b) hereof at any time prohibit the current payment of dividends, (ii) whether or not the Corporation has earnings, (iii) whether or not there are funds legally available for the payment of those dividends, and (iv) 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 D Preferred Stock which may be in arrears, and holders of Series D Preferred Stock will not be entitled to any rights dividends in excess of Senior Securities, no full cumulative dividends or other distributions shall described in Section 0(a) hereof. Any dividend payment made on the Series D Preferred Stock will first be made credited against the earliest accumulated but unpaid dividend due with respect to the Series D Preferred Stock. (d) Except as provided in Section 0(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, (i) no dividends (other than in shares of Common Stock unless at or in shares of any other class or series of stock of the Corporation ranking junior to the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation) shall be declared or paid or set apart for payment upon shares of Common Stock or shares of any other class or series of stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, (ii) no other distribution shall be declared or made upon shares of Common Stock or shares of any other class or series of stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, and (iii) shares of Common Stock and shares of any other class or series of stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation 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 securities) by the Corporation (except by conversion into or exchange for shares of, or options, warrants or rights to purchase or subscribe for, Common Stock or shares of any other class or series of stock of the Corporation ranking junior to the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, 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 D Preferred Stock in an amount equal and shares of any other class or series of stock of the Corporation ranking on a parity with the Series D Preferred Stock as to the amount paid with respect to a share payment of Common Stock as though dividends and the holders distribution of assets upon any liquidation, dissolution or winding up of the Series B Preferred Stock were Corporation); provided, however, that the holders foregoing shall not prevent the redemption, purchase or acquisition by the Corporation of any class or series of stock for the purpose of enforcing restrictions on transfer and ownership of the number Corporation’s stock contained in the Certificate of Incorporation, including in order to qualify and maintain the Corporation’s qualification as a real estate investment trust (“REIT”), or the redemption, purchase or acquisition by the Corporation of shares of Common Stock for purposes of and in compliance with any incentive or benefit plan of the Corporation. (e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart for payment) upon the Series D Preferred Stock and shares of any other classes or series of stock of the Corporation into which their respective ranking on a parity with the Series D Preferred Stock as to the payment of dividends and the distribution of assets upon any liquidation, dissolution or winding up of the Corporation, all dividends declared upon the Series D Preferred Stock and all other such shares of stock shall be declared pro rata so that the amount of dividends declared per share of Series B D Preferred Stock are convertible as and all other such shares of stock shall in all cases bear to each other the record date fixed same ratio that accumulated dividends per share on the Series D Preferred Stock and all other such shares of stock (which shall not include any accumulation in respect of unpaid dividends for the determination prior dividend periods if any such shares of the holders stock do not have a cumulative dividend) bear to each other. No interest, or sum of Common Stock money in lieu of the Corporation entitled to receive such distribution. c. In the event the Corporation interest, shall declare a distribution be payable in securities respect of other persons, evidences of indebtedness issued by the Corporation any dividend payment 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 payments on the Series B D Preferred Stock shall which may 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 distributionin arrears.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B T 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 T 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 T Preferred Stock quarterly in arrears, on March 1 June 1, September 1 and December 1 of each year, beginning on June 1, 2014 (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 T 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 T Preferred Stock with respect shall accrue from the original issue date at a rate equal to 6.70% 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 T 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 holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Y 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 Y 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 Y Preferred Stock quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on June 1, 2015 (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 Y 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 Y Preferred Stock with respect shall accrue from the original issue date at a rate equal to 6.125% 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 Y 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 holders 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 6.50% per annum; provided, that in the event that the Shareholder Approval has not been obtained by the Corporation on or prior to April 5, 2000, shares of Series B Preferred Stock shall accumulate dividends at a rate of 12.00% per annum from and after April 5, 2000 through the Approval Date. After the Approval Date, shares of Series B Preferred Stock shall accumulate dividends at a rate of 6.50% per annum. Payment of dividends shall be entitled made in cash except as otherwise provided in this Article III. 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, on 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 receive dividendsholders 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; provided, however, that the Corporation may elect not to make any dividend payment due hereunder on any Dividend Payment Date (other than as required in connection with any redemption or repurchase of shares of Series B Preferred Stock or any liquidation, dissolution or winding up of the Corporation), and any such amount then due in respect of dividends shall constitute an Arrearage (as defined below). 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 issuanceissuance and shall be deemed to accumulate from day to day whether or not earned or declared until paid; provided, however, provided that dividends shall cease be deemed to accrue have accumulated 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 issued on the amount paid with respect to a share date of Common Stock as though the holders original issuance of the Series B Preferred Stock were from and after the holders date of the number of shares of Common Stock original issuance of the Corporation into which their respective Series A Preferred Stock (such dividends, the "Pre-Issuance Dividends"), and when such 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 such dividends shall be considered obligations of the Corporation with respect to purchase any such securities or evidences shares of indebtedness, then, subject Series B Preferred Stock identical in all respects to any rights dividends that accumulate from and after the issuance of Senior Securities, such shares of Series B Preferred Stock. Pre-Issuance Dividends shall be deemed to accrue at the dividend rate that would have been in each such case effect pursuant to this Section A had the holders original issuance of the Series B Preferred Stock occurred at the time of the original issuance of the Series A Preferred Stock. Dividends shall accumulate on the 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 entitled pro rated on the basis of the number of days in such dividend period or partial dividend period, calculated as aforesaid, and the actual number of days elapsed for which dividends are payable at each such annual rate. Notwithstanding anything in the foregoing to a proportionate share of the contrary, the Dividend Payment Date with respect to any such distribution as though Pre-Issuance Dividend shall be deemed to be the holders Dividend Payment Date that would have been applicable had the original issuance of the Series B Preferred Stock were occurred at the holders time of the number of shares of Common Stock original issuance of the Corporation into which their respective shares Series A Preferred Stock, and if such Dividend Payment Date is before the date of the original issuance of the Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of Stock, the Corporation entitled shall be deemed to receive have elected not to pay such distribution.dividend in accordance with the proviso to the fourth sentence of this Section A.

Dividends. a. The holders 1.1 Each holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B D 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 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 D Preferred Stock then outstanding and held by such holder of Series D 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 15dividends, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock commencing from the date of issuance of such share of Series D Preferred Stock, at the rate of seven percent (7%) per annum (on the basis of a 360 day year) of the Series D Original Issue Price (as defined below) (the “Series D Preferred Dividends”). The Series D Preferred Dividends shall be cumulative, whether or not earned or declared, shall be paid quarterly in arrears on the last day of December, March, June and September (a “Quarterly Dividend Payment Date”) in each year that Series D Preferred Stock is outstanding, with the first Quarterly Dividend Payment Date being December 31, 2011, and shall be prorated for periods shorter than one quarter. The rights of a holder of Series D Preferred Stock as Series D Preferred Dividends shall rank senior to the rights of the Corporation’s Series A Convertible Preferred Stock as to dividends. The Series D Preferred Dividends shall be paid to each holder of Series D Preferred Stock in cash out of legally available funds or, at the Corporation’s election, through the issuance of such number of shares of the Corporation’s Common Stock, par value $0.001 per share (the “Common Stock”) (rounded down to the nearest whole share with any fractional shares being issued in cash in an amount equal to the Market Price (as defined in Section 4.2 below) of such fractional share of Common Stock) determined by dividing the amount of the total accrued but unpaid dividends then outstanding on such holder’s shares of Series D Preferred Stock by the Market Price then in effect (which for this purpose may not be less than $1.46 per share's issuance, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock); provided, however, that (i) the Corporation may not pay such dividends shall cease in shares of Common Stock on or prior to accrue on December 31, 2014, (ii) the Corporation may not issue shares of Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such issuance, would cause (a) the aggregate number of shares of Common Stock beneficially owned by a share holder of Series B D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 19.99% of the total number of issued and outstanding shares of Common Stock of the Corporation following such share's redemption issuance, or conversion(b) the combined voting power of the securities of the Corporation beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act to exceed 19.99% of the combined voting power of all of the securities of the Corporation then outstanding following such issuance, as unless, in either case, the case may be. Dividends on Corporation obtains the Series B Preferred requisite stockholder approval under NASDAQ Marketplace Rule 5635(b) (the “Issuance Limitation”), in which case, the Issuance Limitation under this clause (ii) shall no longer apply to the payment of dividends hereunder and (iii) if clause (ii) shall in fact limit the issuance of any shares of Common Stock in payment of a given dividend, then the Corporation’s election to pay such dividend in shares of Common Stock shall be payable ineffective to holders the extent of record as they appear on the stock register of such limitation and such dividend shall instead thereupon be paid in cash by 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 out of legally available funds. Any election by the Board Corporation to pay Series D Preferred Dividends in cash or shares 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 Common 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 uniformly with respect to all outstanding shares of Series B D Preferred Stock in an amount equal to for a given dividend period. For purposes of this Section 1.1 the amount paid with respect to a share aggregate number of shares of Common Stock as though or voting securities beneficially owned by a holder of Series D Preferred Stock and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holders holder’s for purposes of Section 13(d) of the Series B Preferred Exchange Act, shall include the shares of Common Stock were the holders to be issued as part of such dividend payment, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised, non-converted or non-cancelled portion of any other securities of the Corporation that do not have voting power (including without limitation any securities of the Corporation which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock), subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates and other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Exchange Act. 1.2 Notwithstanding the foregoing, if any Series D Preferred Dividend is not paid by the Corporation within five trading days following a Quarterly Dividend Payment Date, such Series D Preferred Dividend shall continue to accrue and the Corporation shall be obligated to pay the holders a late fee with respect to such Series D Preferred Dividend, which their respective shares shall be paid by the Corporation in cash, at the rate of sixteen percent (16%) per annum (or such lesser rate permitted by applicable law) (the “Dividend Late Fee”), and shall accrue daily from the applicable Quarterly Dividend Payment Date through and including the date the Corporation pays such Series B D Preferred Stock are convertible Dividend plus the Dividend Late Fee in full (which amount shall be paid as liquidated damages and not as a penalty); provided however, that no Dividend Late Fee shall accrue or be owed with respect to any Series D Preferred Dividend (i) that the Corporation is not permitted to pay under Delaware law or (ii) to be paid in cash that is not paid at a time when the Corporation has less than $10 million of cash and cash equivalents as of the record date fixed for applicable Quarterly Dividend Payment Date as certified in writing by the determination Corporation to the holders. 1.3 The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the holders Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock and dividends on the Series A Convertible Preferred Stock in accordance with Section 2(a) of the Corporation entitled to receive such distribution. c. In Certificate of Designations for 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 dividendsSeries A Convertible Preferred Stock) 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 unless the holders of the Series B D Preferred Stock then outstanding shall be entitled to first receive, or simultaneously receive, a proportionate dividend on each outstanding share of any such distribution as though Series D Preferred Stock in an amount at least equal to the holders sum of (i) the amount of the aggregate dividends then accrued on such share of Series B D Preferred Stock were and not previously paid and (ii) (A) in the holders case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Series D Preferred Stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (2) the number of shares of Common Stock issuable upon conversion of the Corporation into which their respective shares a share of Series B D Preferred Stock are convertible as of Stock, 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 distributiondividend 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 Series D 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 of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Series D Original Issue Price; provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Corporation, the dividend payable to the holders of Series D Preferred Stock pursuant to this Section 1.3 shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest Series D Preferred Stock dividend.

Dividends. a. The (a) Each Holder, in preference and priority to the holders of record on the Series B Dividend Record Date (as defined below) all other classes or series of the outstanding Series B Preferred Stock stock, shall be entitled to receive dividendsreceive, with respect to each share of Preferred Stock then outstanding and held by such Holder, dividends accruing daily on a cumulative basis, whether or not declared by the Board, from the Original Issuance Date, at the Dividend Rate of the Stated Value per share (the “Preferred Dividends”). The Preferred Dividends shall be payable quarterly in arrears in cash on March 31, June 30, September 30 and December 31 (each, a “Dividend Payment Date”) of each year, commencing March 31, 2019, when, as and when if declared by the Board Board. The Preferred Dividends will be computed on the basis of Directors out a 360-day year comprised of funds legally available therefortwelve 30-day months. Record Each dividend period will end on (but not include) the relevant dividend payment date. (b) Preferred Dividends, if declared by the Board, will be payable to holders of Series B record of the shares of Preferred Stock as they appear on the stock ledger of the Company on the applicable record date, which record date shall be the 15th calendar day before such cash Preferred Dividend payment date or such other record date fixed by the Board that does not precede the date upon which the resolution fixing the record date is adopted, and is not more than 30 days prior to the scheduled dividend payment date. A Preferred Dividend record date shall not be required to be on a Series B Business Day. A Preferred Dividend Record Date paid in cash shall not be entitled to one dividend-in-kind payable each year in additional deemed a redemption of the 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 to which such 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 periodrelates. 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 belowa) of the outstanding Series B Preferred Stock Holders 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 , cumulative cash dividends per share of Series B A Preferred Stock on a Series B Dividend Record Date shall be entitled then outstanding at an initial annual rate equal to one dividend-in-kind payable each year in additional shares [4.75%] per annum of the Liquidation Preference (which is equivalent to an initial annual amount of $[1.1875] per share of Series B A Preferred Stock at Stock) through June 30, [2024]1. On July 1, [2024] and on each anniversary thereof, such annual dividend rate shall automatically increase by 0.75% per annum of the rate of six percent (6%) per annum, resulting in the holder of Liquidation Preference for each share of Series B Preferred receiving a dividend of 0.06 additional 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, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuancethen outstanding; provided, however, that dividends shall cease to accrue on a the annual dividend rate for any share of Series B A Preferred Stock following such share's redemption then outstanding shall not exceed 7.5% per annum of the Liquidation Preference (the “Dividend Cap”); provided, further, that the Dividend Cap shall not apply from and after the date that the Corporation receives written notice on behalf of Holders of at least a majority of the then outstanding shares of Series A Preferred Stock that: (i) a Common Stock Delisting Event has occurred; (ii) a Preferred Stock Delisting Event has occurred; or conversion(iii) a Preferred Stock Listing Event has not occurred. Such dividends shall accrue and cumulate from, as and including, the case may be. Dividends Original Issuance Date and, if authorized and declared, be payable quarterly in arrears on March 1 (for the quarter ended December 31), June 1 (for the quarter ended March 31), September 1 (for the quarter ended June 30) and December 1 (for the quarter ended September 30) of each year or, if not a Business Day, on the next succeeding Business Day with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). If payable, the first dividend on the shares of Series B A Preferred Stock shall be paid on [●] 202[●] and will reflect dividends accumulated from the Original Issuance Date to, and including, [●], 202[●]. Any dividend payable on the shares of Series A Preferred Stock for any dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months (or prorated, as applicable, for any partial period). Dividends shall be payable to holders of record Holders as they appear on in the stock register records of the Corporation at the close of business on such the applicable dividend 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 a date designated by the Board of Directors for the payment of dividends that is not more than 60 nor less than 10 calendar days immediately preceding 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 (b) No dividend or distribution is paid with respect to all outstanding on 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 A Preferred Stock shall be entitled to a proportionate share authorized by the Board of Directors or declared or paid or set apart for payment by the Corporation at such time as the terms and provisions 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 agreement of the Corporation into which or its subsidiaries, including any agreement relating to its or their respective shares of Series B Preferred Stock are convertible as of the record date fixed indebtedness, prohibits such authorization, declaration, payment or setting apart for the determination of the holders of Common Stock of the Corporation entitled to receive payment or provides that such distributionauthorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, 1 NTD: To be modified if Original Issuance Date is June 30, 2024 or later.

Dividends. a. (a) The holders of record of shares of Series A Preferred Stock as of the Close of Business on the Series B Dividend first calendar day of January, April, July and October in each year (each such date being referred to herein as a “Record Date (as defined below) Date”), in preference to the holders of shares of any class or series of stock of the outstanding Corporation ranking junior to the Series B A Preferred Stock Stock, shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds legally available therefor. Record holders for the purpose, quarterly dividends payable in cash on the fifteenth (15th) of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable January, April, July and October in each year in additional shares (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of Series B Preferred Stock at the rate a share or fraction of six percent (6%) per annum, resulting in the holder of each a 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 A Preferred Stock, at the annual rate of 4.25% on the per share Issue Price. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind If any Dividend Payment Date") (or if such date Date is not a business dayBusiness Day, then the dividends due on such Series B Dividend-in-Kind Payment Date shall payment will be paid made on the next succeeding business dayBusiness Day without any adjustment to the amount of dividends paid. (b) beginning on January 15, 2001. Such The amount of dividends shall be cumulative and shall accrue payable on each share of Series B A Preferred Stock for each full quarterly period will be computed by dividing the annual dividend by four (4). The amount of dividends payable for any other period that is shorter or longer than a full quarterly Dividend Period will be computed on the basis of a three hundred sixty (360)-day year consisting of twelve (12) thirty (30)-day months. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the date of issue of such share's issuance; provided, however, that shares of Series A Preferred Stock. Accrued but unpaid dividends shall cease to accrue not bear interest. Dividends paid on the shares of Series 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 share-by-share basis among all such shares at the time outstanding. (d) So long as any share of Series B A Preferred Stock following such share's redemption remains outstanding, no dividends shall be declared or conversion, as paid or set apart for payment on the case may be. Dividends shares of any Junior Stock for any Dividend Period unless full cumulative dividends have been or contemporaneously are declared and paid on the Series B A Preferred Stock through the most recent Dividend Payment Date. If full cumulative dividends have not been paid on shares of the Series A Preferred Stock, all dividends declared on shares of the Series A Preferred Stock shall be payable paid pro rata to the holders of record as they appear on the stock register outstanding shares of the Corporation on Series A Preferred Stock. Subject to the foregoing, and not otherwise, such record datedividends (payable in cash, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Datestock or otherwise), as shall may be fixed determined by the Board of Directors or a duly authorized committee thereof, may be declared and paid on any Junior Stock from time to time out of any funds legally available therefor, and the shares of Series A Preferred Stock shall not be entitled to participate in any such dividend. (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 e) Unless all accrued and unpaid 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 all prior Dividend Periods have been paid, the Corporation may not redeem, purchase or otherwise acquire any partial dividend periodJunior Stock or any of the Corporation’s capital stock that ranks pari passu with the Series A Preferred Stock as to payment of dividends or the distribution of assets upon any Liquidation Event. b. Subject (f) The limitations in paragraph 4(h)(3)(d) or paragraph 4(h)(3)(e) shall not apply to: (i) redemptions, purchases or other acquisitions of Junior Stock in connection with any benefit plan or other similar arrangement with and reinvestment or shareholder stock purchase plan; (ii) conversion into or exchanges for other Junior Stock and cash solely in lieu of fractional shares of the Junior Stock; (iii) any declaration of a dividend in connection with any shareholder rights plan, or the issuance of rights, shares or other property under any shareholder rights plan, or the redemption or repurchase of rights pursuant to any shareholders rights of Senior Securities, no plan; or (iv) dividends or other distributions shall be made with respect paid in shares of, or options, warrants or rights to the subscribe for or purchase shares of, 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 other 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 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 Holders of record on shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B G Preferred Stock shall be are entitled to receive dividendsreceive, when, as and when if authorized by our board of directors and declared by the Board of Directors us, 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 cash dividends at the rate of six percent 7.00% of the $25.00 per share liquidation preference per annum (6%) equivalent to $1.75 per annum, resulting in annum per share). Dividends on the holder of each share of Series B G Preferred receiving a dividend of 0.06 additional Stock will accumulate daily and with respect to any shares of Series B G Preferred Stock issued before January 15, 2022, will be cumulative from, and including, November 24, 2021 (the “original issue date”), or, with respect to each share any shares of Series B G Preferred Stock. Each such Stock issued on or after January 15, 2022, will be cumulative from the most recent dividend shall payment date to which dividends have been paid in full, and will 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 quarterly in arrears on the next succeeding business day) 15th day of each January, April, July and October, beginning on January 15, 20012022 (each, a “dividend payment date”). Such If any dividend payment date is a day that is not a Business Day (as defined below), then the dividend which would otherwise have been payable on that dividend payment date will instead be paid on the immediately succeeding Business Day with the same force and effect as if paid on such dividend payment date. No interest, additional dividends shall or sums in lieu of interest will be cumulative payable for the period from and shall accrue on each share of Series B Preferred Stock from the after that dividend payment date of such share's issuance; provided, however, to that next succeeding Business Day. Any 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 payable on the Series B G 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 on our stock records at the stock register close of business on the Corporation on such applicable record date, which will be the first day of the calendar month (whether or not less than 15 nor more than 60 days preceding a Business Day) in which the applicable dividend payment date falls (including each, a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"“dividend record date”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case The 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 periodpayment date will include dividends accumulated to, but not including, such 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. The A. Except as set forth below, holders of record on the Series B Dividend Record Date (as defined below) of the outstanding C-12 Preferred Stock and Series B C-22 Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board Corporation shall pay, cumulative mandatory dividends at the rate per share of Directors out 15% of funds legally available therefor. Record holders of Series B Preferred Stock the Face Amount per annum, payable semi-annually on November 25 and May 25 beginning on the first such date after the applicable Original Issue Date (each such date, a Series B “Dividend Record Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be entitled to one dividend-in-kind due on the next succeeding Trading Day). Such dividends shall be payable each year in such number of 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 C-12 Preferred Stock with respect to each share of the Series B C-12 Preferred Stock and Series C-22 Preferred Stock with respect to the Series C-22 Preferred Stock. Each such dividend shall be payable on or about , in each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, case determined by dividing the amount of the cumulative dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on by 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 issuanceFace Amount; provided, however, that if funds are not legally available for the payment of dividends shall cease to accrue on the Series C-12 Preferred Stock or Series C-22 Preferred Stock, such dividends shall, effective on the close of business on a share Dividend Payment Date with respect to an unpaid dividend, accrete to, and increase, the Face Amount of the Series B C-12 Preferred Stock following such share's redemption or conversionSeries C-22 Preferred Stock, as the case may berespectively. Dividends on the Series B C-12 Preferred Stock and Series C-22 Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of a 360-day year, consisting of twelve 30-day periods, shall accrue daily commencing on the applicable Original Issue Date, and, subject to the preceding sentence, shall be deemed to accrue from such applicable Original Issue Date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation on such legally available for the payment of dividends. The record date, not less than 15 nor more than 60 days preceding a dividend payment date for determining the holders of Series C-12 Preferred Stock and Series C-22 Preferred Stock entitled to dividends pursuant to this paragraph shall be the fifth (including a Series B Dividend-in-Kind 5th) Trading Day before the Dividend Payment Date). If any such cumulative dividends would result in the issuance of a fractional share of Series C-12 Preferred Stock or Series C-22 Preferred Stock, the Corporation shall issue a fractional share therefor, rounded to the nearest 1/1000th of a share. For the avoidance of doubt, (i) for purposes of any conversion or redemption of shares of Series C-12 Preferred Stock and Series C-22 Preferred Stock, any amount accreted to the Face Amount of such shares pursuant to this paragraph as of such conversion or redemption shall not be deemed accrued but unpaid dividends and (ii) in the event of a conversion or redemption that occurs between Dividend Payment Dates, dividends 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 deemed to accrue and be paid through the date of such event)conversion or redemption, no dividends shall be payable on the Series B Preferred Stock for any partial even if such accrual is less than a full semi-annual 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 B. Shares of Series B D-12 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 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 D-22 Preferred Stock shall be entitled to a proportionate share of any such distribution as though not entitle 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 holder thereof to receive such distributionany dividends.

Dividends. a. The holders (a) 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 dividendsreceive, as when, as, and when if declared by the Board or a duly authorized committee of Directors the Board, out of funds legally available therefor. Record holders for the payment of dividends under Washington law, non-cumulative cash dividends based on the liquidation preference of the Series B A Preferred Stock on at a rate equal to 4.875% per annum for each Series B A Dividend Record Date shall be entitled to one dividend-in-kind payable each year in Period from the original issue date of the Series A Preferred Stock to, and including, the redemption date of the Series A Preferred Stock, if any. If the Corporation issues additional shares of the Series B A Preferred Stock at after the rate original issue date, dividends on such shares will accrue from the original issue date of six percent such additional shares. (6%b) per annumIf declared by the Board or a duly authorized committee of the Board, 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 dividends will be payable on or about the Series A Preferred Stock (each January 15 (such date, a "“Series B Dividend-in-Kind A Dividend Payment Date"”) (or if such date is not a business dayquarterly in arrears, 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, 2001April 15, July 15 and October 15 of each year, beginning on April 15, 2021. Such If any date on which dividends shall would otherwise be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; providedpayable is not a Business Day, 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 then the Series B Preferred Stock shall A Dividend Payment Date will be the next Business Day, without any adjustment to the amount of dividends paid. (c) Dividends will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of Corporation’s books on the Corporation on applicable record date, which shall be the 15th calendar day before the applicable Series A Dividend Payment Date, or such other record date, not less than 15 nor more than 60 exceeding 30 calendar days preceding a dividend payment date (including a before the applicable Series B Dividend-in-Kind A Dividend Payment Date), as shall be fixed by the Board or a duly authorized committee of Directors the Board. (d) Dividends payable on Series A Preferred Stock will be computed on the basis of a "360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series B Dividend Record Date"). Except A Preferred Stock will cease to accrue on the redemption date, if any, unless the Corporation defaults in the case payment of the redemption price of the Series A Preferred Stock called for redemption. (e) Dividends on the Series A Preferred Stock will not be cumulative or mandatory. If the Board or a duly authorized committee of the Board does not declare a dividend on the Series A Preferred Stock in respect of a redemption under Section 4 or mandatory conversion under Section 6(c)Series A Dividend Period, below (in which case dividends then no dividend shall accrue and be paid through the date of deemed to have accrued for such event)dividend period, no dividends shall be payable on the applicable Series B Preferred Stock A Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Series A Dividend Period, whether or not the Board or a duly authorized committee of the Board declares a dividend for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made future Series A Dividend Period with respect to the Series A Preferred Stock, the Corporation’s Common Stock, or any other class or series of the Corporation’s Preferred Stock. (f) So long as any share of Series A Preferred Stock remains outstanding, unless at the same time a dividend or distribution is paid with respect to full dividends for the preceding Series A Dividend Period on all outstanding shares of Series B A Preferred Stock have been paid in an amount equal full or declared and a sum sufficient for the payment thereof has been set aside for payment: (1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Series A Junior Securities, other than (i) a dividend payable solely in Series A Junior Securities or (ii) any dividend in connection with the implementation of a shareholders’ rights plan, or the redemption or repurchase of any rights under any such plan; (2) no shares of Series A Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation (other than (i) as a result of a reclassification of Series A Junior Securities for or into other Series A Junior Securities, (ii) the exchange or conversion of one share of Series A Junior Securities for or into another share of Series A Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Series A Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, or (v) the purchase of fractional interests in shares of Series A Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged; and (3) no shares of Series A Parity Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation), during a dividend period (other than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such Series A Parity Securities, if any, (ii) as a result of a reclassification of Series A Parity Securities for or into other Series A Parity Securities, (iii) the exchange or conversion of Series A Parity Securities for or into other Series A Parity Securities or Series A Junior Securities, (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Parity Securities or (v) the purchase of fractional interests in shares of Series A Parity Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged. (g) The Corporation will not declare or pay or set apart funds for the payment of dividends on any Series A Parity Securities unless the Corporation has paid or set apart funds for the payment of dividends on the Series A Preferred Stock. When dividends are not paid in full upon the shares of Series A Preferred Stock and any Series A Parity Securities, all dividends declared upon shares of Series A Preferred Stock and any Series A Parity Securities will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the Series A Preferred Stock, and accrued dividends, including any accumulations, on any Series A Parity Securities, bear to each other for the then-current Series A Dividend Period. (h) Subject to the foregoing, and not otherwise, dividends (payable in cash, stock or otherwise), as may be determined by the Board or a duly authorized committee of the Board, may be declared and paid with respect to a share of on the Common Stock as though and any other class or any Series A Junior Securities or Series A Parity Securities from time to time out of any funds legally available for such payment, 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 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 not be entitled to a proportionate share of participate in any such distribution as though dividend. (i) Dividends on the holders Series A Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with applicable laws and regulations, including regulations and policies 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 distributionFederal Reserve.

Dividends. a. The (a) Unless the Series C Preferred Stock has been converted in accordance with Section 6, and subject to the preferential rights of holders of record on any class or series of Senior Securities, the holders of Series B Dividend Record Date (as defined below) of the outstanding Series B C 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 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, cash dividends at the rate of six percent 12% per annum (6%) per annum, resulting in the holder of each share of "Series B C Cash Dividend Rate"). Dividends on the Series C Preferred receiving a dividend of 0.06 additional Stock are cumulative. Dividends on any shares of the Series B C Preferred Stock with respect to (each share of a "Series B Preferred Stock. Each such dividend C Cash Dividend") shall be payable on or about quarterly in arrears within forty-five (45) days after the end of each January 15 quarter (each such payment date, 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 (A) dividends will begin accruing on October 1, 2016 and the first Series C Cash Dividend will be payable with respect to the quarter ending December 31, 2016; and (B) the Corporation shall cease to accrue on a share neither declare nor pay any Series C Cash Dividends from and after the date which is 180 days from the Issuance Date without prior consultation with, and non-objection by, the Federal Reserve Bank of Series B Preferred Stock following such share's redemption or conversion, as the case may bePhiladelphia. Dividends Any dividend payable on the Series B C Preferred Stock 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 preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed any date designated by the Board of Directors (a "for the payment of dividends that is not more than 90 nor less than five days prior to such Dividend Payment Date. If the Series B Dividend Record Date"). Except in the case of a redemption under C Preferred Stock is converted into Common Stock prior to October 1, 2016, pursuant to Section 4 or mandatory conversion under Section 6(c)6, below (in which case dividends shall accrue and be paid through the date of such event), then no dividends shall be payable on the Series B C Preferred Stock. (b) 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 that may be in arrears. (c) So long as any shares of Series C Preferred Stock remain outstanding, if all dividends payable pursuant to Section 3 on all outstanding shares of the Series C Preferred Stock for any partial dividend period. b. Subject to any rights of Senior SecuritiesDividend Payment Date have not been declared and paid, 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 declared and funds set aside therefor, the Corporation shall not (x) declare a distribution payable in securities or pay dividends with respect to, or, directly or indirectly, redeem, purchase or acquire any of its Junior Securities or (y) directly or indirectly, redeem, purchase or acquire any of its Parity Securities, 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 Securitiesthan, in each such case case, (i) redemptions, purchases or other acquisitions of Junior Securities or Parity Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the holders benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment plan, (ii) any declaration of a dividend in connection with any stockholders' rights plan, or the issuance of rights, stock or other property under any stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (iii) conversions or exchanges of Junior Securities or Parity Securities for Junior Securities or Parity Securities and (iv) any purchase of fractional interests in shares of the Corporation's share capital pursuant to the conversion or exchange provisions of such share capital or the securities being converted or exchanged. (d) When dividends are not paid in full upon the Series B C 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 C Preferred Stock and any shares of Parity Stock shall be entitled declared ratably in proportion to a proportionate share the respective amounts of any such distribution as though the holders of dividends accumulated, accrued and unpaid on the Series B C Preferred Stock were the holders and accumulated, accrued and unpaid on such Parity Stock (which shall not include any accumulation in respect of the number of shares of Common unpaid dividends for prior dividend periods if such Parity 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 distributiondoes not have a cumulative dividend).

Dividends. a. The holders of record on Under the Series B Dividend Record Date (as defined below) terms of the outstanding Series B Preferred Stock Combination, SEGRO Shareholders shall be entitled to receive dividendsand retain the 2026 Interim Dividend, as and when declared announced by SEGRO on 30 July 2026, without any reduction to the Board of Directors out of funds legally available thereforCombination Consideration. Record holders of Series B Preferred Stock on a Series B Dividend Record Date SEGRO Shareholders shall also be entitled to one dividend-in-kind receive and retain the 2026 Final Dividend if it is announced, declared, paid or made prior to the Effective Date, on the terms set out in this announcement, without any reduction to the Combination Consideration. In order to ensure that the 2026 Final Dividend can be declared and paid prior to the expected Effective Date (which is expected to occur during H1 2027), SEGRO expects that the Dividend GM will take place no later than March 2027 and the record date in respect of the 2026 Final Dividend will be commensurately earlier than SEGRO’s ordinary course dividend timetable. ▇▇▇▇▇ does not intend to convene the Scheme Hearing and/or deliver the Court Order to the Registrar of Companies until the Dividend GM has taken place. Should the timetable extend beyond the anticipated date for completion of the Combination (and the Scheme becoming Effective), SEGRO Shareholders shall also be entitled to receive and retain: · any 2027 Interim Dividend; and · any 2027 Final Dividend, in each case that is announced, declared, paid or made or becomes payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting by SEGRO in the holder ordinary course, in accordance with SEGRO’s dividend policy and consistent with past practice in relation to timing, on or after the date of this announcement and prior to the Effective Date, without any reduction of the Combination Consideration. SEGRO and Prologis have further agreed that: · if, on or after the date of this announcement and prior to the Effective Date, Prologis announces, declares, pays or makes: · any third quarter dividend in respect of the financial year ended on 31 December 2026 up to 107 cents per Prologis Share; · any fourth quarter dividend by Prologis in respect of the financial year ended on 31 December 2026 of up to 107 cents per Prologis Share; and · any quarterly dividends paid in respect of each share of Series B Preferred receiving a the 2027 and 2028 financial years, (the “Prologis Permitted Dividends”), then Prologis Shareholders will be entitled to receive and retain the Prologis Permitted Dividends provided that any such Prologis Permitted Dividend is announced, declared and paid in the ordinary course of Prologis’ business in accordance with Prologis’ dividend policy and consistent with past practice in relation to the timing of 0.06 additional shares the record date and payment of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend and provided that any other non-cash dividend or distribution announced, declared, paid or made by Prologis which does not result in any Value Leakage shall also be payable a Prologis Permitted Dividend; · if, on or about each January 15 after the date of this announcement and prior to the Effective Date, SEGRO announces, declares, makes or pays any dividend and/or other distribution and/or other return of capital other than a SEGRO Permitted Dividend (a "Series B SEGRO Excluded Dividend-in-Kind Payment Date"), Prologis shall (save where the Panel consents otherwise in connection with a SEGRO Equalising Dividend) (reduce the Combination Consideration by an amount equivalent to all 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 any part 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 excess (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 SEGRO Permitted Dividend) or mandatory conversion under Section 6(c)by the amount of all or part of any such other dividend, below (distribution or return of capital, in which case dividends shall accrue any reference in this announcement or in the Scheme Document (or, in the event that the Combination is to be implemented by means of any Takeover Offer, the offer document) to the consideration will be deemed to be a reference to the consideration as so reduced; and be paid through · if, on or after the date of such eventthis announcement and prior to the Effective Date, Prologis announces, declares, makes or pays any dividend and/or other distribution and/or other return of capital in each case with regard to the Prologis Shares other than a Prologis Permitted Dividend (a "Prologis Excluded Dividend"), no dividends SEGRO shall be payable on entitled under the Series B Preferred Stock Co-operation Agreement to declare and pay an equalising dividend to SEGRO Shareholders so as to reflect the value attributable (by reference to the Exchange Ratio) to all or any part of such excess (in the case of a Prologis Permitted Dividend) and which, in relation to any Prologis Excluded Dividend which represents an excess over a Prologis Permitted Dividend for any partial dividend period. b. Subject to any rights of Senior Securitiesquarter in the 2027 or 2028 financial year, no dividends or other distributions shall be made with respect to determined on a fair and reasonable basis taking into account the Common Stock unless at the same time a extent of any divergence from Prologis’ ordinary course practice and dividend policy) or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to by the amount paid with respect to a share of Common Stock as though the holders all or part 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 other dividend, distribution or evidences return of indebtedness, then, subject to any rights of Senior Securitiescapital, in each such case at the holders Relevant Exchange Rate (a "SEGRO Equalising Dividend") without, if the Panel so consents, any consequential change to the Combination Consideration. Due to the nature of Prologis’ Best and Final Proposal, any SEGRO Equalising Dividend may result in Prologis being required to make a consequential reduction to the Series B Preferred Stock shall be entitled Combination Consideration. Accordingly, prior to a proportionate share of paying any SEGRO Equalising Dividend, SEGRO would intend to seek the Panel’s consent that it could do so without any such distribution as though consequential reduction being required. Prologis intends to continue to announce, declare and pay dividends in accordance with its dividend policy and consistent with past practice in relation to the holders timing of the Series B Preferred Stock were the holders payment 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.