Certificate of Designations, Preferences and Rights – Preferred Stock – Unisys Corp.

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

6.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A

UNISYS CORPORATION

UNISYS CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the “Corporation“), in accordance with
the provisions of Sections 103 and 151 of the General Corporation Law of the
State of Delaware, does hereby certify that pursuant to the provisions of the
restated certificate of incorporation, including Article IV thereof, of the
Corporation, the bylaws of the Corporation and applicable law, the board of
directors of the Corporation authorized the issuance and sale by the Corporation
of shares of its Preferred Stock (as defined herein) which are convertible into
shares of its Common Stock (as defined herein) and authorized the formation of a
Preferred Stock Committee of the board of directors (the “Preferred
Stock Committee“) to approve the number of shares and the terms,
preferences and rights of such Preferred Stock, and pursuant to the
authorization by the board of directors of the Corporation and in accordance
with the authority conferred upon the Preferred Stock Committee pursuant to
Section 141(c) of the General Corporation Law of the State of Delaware, the
Preferred Stock Committee so approved the number of shares and the terms,
preferences and rights of such Preferred Stock and authorized any officer at the
level of elected Vice President or above and the Treasurer of the Corporation
(each, an “Authorized Officer“, and collectively, the
“Authorized Officers“) to execute and file, or cause to be
filed, on behalf of the Corporation, a Certificate of Designations reflecting
the terms of a series of shares of Preferred Stock of the Corporation designated
as the “6.25% Mandatory Convertible Preferred Stock, Series A” approved by the
Preferred Stock Committee, in such form as such Authorized Officer deems
appropriate (the execution thereof to be conclusive evidence of such
determination and approval by such Authorized Officer).

NOW THEREFORE, a series of Preferred Stock, par value $1.00 per share and
initial liquidation preference of $100 per share, of the Corporation be and
hereby is created, and that the designation and number of shares of such series,
and the voting and other powers, preferences and relative, participating,
optional or other rights, and the qualifications, limitations and restrictions
thereof, of the shares of such series, are as follows:

SECTION 1. Designation and Number of Shares .
There is hereby created out of the authorized and unissued shares of Preferred
Stock of the Corporation a series of Preferred Stock designated as the “6.25%
Mandatory Convertible Preferred Stock, Series A” (the “Series A
Preferred Stock“). The authorized number of shares of Series A
Preferred Stock shall be 2,587,500. Each share of Series A Preferred Stock shall
be identical in all respects to every other share of Series A Preferred Stock.

SECTION 2. Definitions. As used herein with respect
to Series A Preferred Stock:

(a) “ADRs” shall have the meaning set forth in Section
11(e).

(b) “Agent Members” shall have the meaning set forth in
Section 21(a).

(c) “Applicable Market Value” (i) of the Common Stock means,
the Average VWAP per share of Common Stock for the 20 consecutive Trading Day
period ending on, and including, the third Trading Day immediately preceding the
Mandatory Conversion Date and (ii) with respect to any common stock or ADRs
included in the Exchange Property that are traded on a U.S. national securities
exchange as described in Section 11(e) shall be determined as provided in the
preceding clause (i) as though a share of such common stock or a single ADR were
a share of Common Stock, subject to Section 11(c)(i).

(d) “Authorized Officers” shall have the meaning set forth
in the recitals.

(e) “Average VWAP” means, for any period, the average of the
VWAP on each Trading Day in such period.

(f) “Board of Directors” means the board of directors of the
Corporation or, with respect to any action to be taken by such board, any
committee of such board duly authorized to take such action.

(g) “Business Day” means any day except Saturday, Sunday and
any day on which banking institutions in the State of New York generally are
authorized or required by law or other governmental action to close.

(h) “Bylaws” means the bylaws of the Corporation, as they
may be amended from time to time.

(i) “Certificate of Designations” means this Certificate of
Designations, Preferences and Rights of 6.25% Mandatory Convertible Preferred
Stock, Series A, as it may be amended from time to time.

(j) “Charter” means the Corporation153s Restated Certificate
of Incorporation, as it may be amended from time to time.

(k) “Clause A Distribution” shall have the meaning set forth
in Section 11(a)(iii).

(l) “Clause B Distribution” shall have the meaning set forth
in Section 11(a)(iii).

(m) “Clause C Distribution” shall have the meaning set forth
in Section 11(a)(iii).

(n) “Common Stock” means the common stock, par value $0.01
per share, of the Corporation.

(o) “Conversion Date” shall have the meaning set forth in
Section 8(a).

(p) “Conversion Rate” shall be, per share of Series A
Preferred Stock (excluding shares of Common Stock, if any, issued in respect of
accrued and unpaid dividends pursuant to Section 4(b)), as follows, subject to
adjustment pursuant to Section 11:

(i) if the Applicable Market Value of the Common Stock is equal to or greater
than $45.66 (the “Threshold Appreciation Price“), then the
Conversion Rate

shall be 2.1899 shares of Common Stock per share of Series A Preferred Stock
(the “Minimum Conversion Rate“);

(ii) if the Applicable Market Value of the Common Stock is less than the
Threshold Appreciation Price but greater than $37.43 (the “Initial
Price“), then the Conversion Rate shall be $100 divided by
the Applicable Market Value of the Common Stock; or

(iii) if the Applicable Market Value of the Common Stock is less than or
equal to the Initial Price, then the Conversion Rate shall be 2.6717 shares of
Common Stock per share of Series A Preferred Stock (the “Maximum
Conversion Rate“).

(q) “Corporate Trust Office” means the principal corporate
trust office of the Transfer Agent at which, at any particular time, its
corporate trust business shall be administered.

(r) “Corporation” shall have the meaning set forth in the
recitals.

(s) “Depositary” shall have the meaning set forth in Section
21(a).

(t) “Dividend Payment Date” means March 1, June 1, September
1 and December 1 of each year, commencing on, and including, June 1, 2011 and
ending on, and including, the Mandatory Conversion Date.

(u) “Dividend Period” means the period commencing on, and
including, a Dividend Payment Date (or if no Dividend Payment Date has occurred,
commencing on, and including, the Issue Date), and ending on, and including, the
day immediately preceding the next succeeding Dividend Payment Date.

(v) “Dividend Reference Period” means:

(i) in the case of a payment of dividends upon Mandatory Conversion, the five
consecutive Trading Days ending on, and including, the second Trading Day
immediately preceding the Mandatory Conversion Date;

(ii) in the case of a payment of dividends upon an Optional Conversion, the
five consecutive Trading Days commencing on, and including, the third Trading
Day immediately following the date on which the Corporation receives a notice of
conversion from the applicable Holder; and

(iii) in the case of a payment of dividends upon a Fundamental Change
Conversion, the five consecutive Trading Days ending on, and including, the
Trading Day immediately preceding the Effective Date of the applicable
Fundamental Change.

(w) “DTC” means The Depository Trust Company.

(x) “Effective Date” means, with respect to a Fundamental
Change, the date upon which such Fundamental Change becomes effective.

(y) “Event of Nonpayment” shall have the meaning set forth
in Section 15(b).

(z) “Ex-Dividend Date” means the first date on which the
shares of Common Stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive the issuance or distribution
in question or, if applicable, from the seller of such Common Stock (in the form
of due bills or otherwise) as determined by such exchange or market.

(aa) “Exchange Act” means the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

(bb) “Exchange Property” shall have the meaning set forth in
Section 11(e).

(cc) “Expiration Date” shall have the meaning set forth in
Section 11(a)(v).

(dd) “Expiration Time” shall have the meaning set forth in
Section 11(a)(v).

(ee) “Five-Day Average VWAP” (i) with respect to the Common
Stock shall have the meaning set forth in the definition of Stock Price and (ii)
with respect to any common stock or ADRs included in the Exchange Property that
are traded on a U.S. national securities exchange as described in Section 11(e)
shall be determined as provided in the preceding clause (i) as though a share of
such common stock or a single ADR were a share of Common Stock, subject to
Section 11(c)(i).

(ff) “Fixed Conversion Rates” means, collectively, the
Maximum Conversion Rate and the Minimum Conversion Rate.

(gg) “Fundamental Change” shall be deemed to have occurred
if any of the following occurs:

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange
Act has become the direct or indirect “beneficial owner,” as defined in Rule
13d-3 under the Exchange Act, of Common Stock representing more than 50% of the
voting power of the Common Stock;

(ii) the Corporation consolidates with or merges into any other Person, or
another Person merges into the Corporation, or any other similar transaction or
series of related transactions pursuant to which the Common Stock will be
converted into cash, securities or other property or the Corporation sells,
leases or transfers in one transaction or a series of related transactions all
or substantially all of the property and assets of the Corporation and its
Subsidiaries; provided, however, that a Fundamental Change
will not be deemed to have occurred if at least 90% of the consideration
received by holders of the Common Stock in the transaction or transactions
consists of shares of common stock that are listed on the New York Stock
Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market;

(iii) the Common Stock (or any other security into which the Series A
Preferred Stock becomes convertible in connection with a Reorganization Event)
ceases

to be listed or quoted on the New York Stock Exchange, the NASDAQ Global
Select Market or the NASDAQ Global Market; or

(iv) the stockholders of the Corporation approve any plan for the
liquidation, dissolution or termination of the Corporation.

(hh) “Fundamental Change Company Notice” shall have the
meaning set forth in Section 7(c).

(ii) “Fundamental Change Conversion” shall have the meaning
set forth in Section 7(a).

(jj) “Fundamental Change Conversion Date” shall have the
meaning set forth in Section 8(f).

(kk) “Fundamental Change Conversion Period” shall have the
meaning set forth in Section 7(a).

(ll) “Fundamental Change Conversion Rate” means, for any
Fundamental Change Conversion, a number of shares of Common Stock (or, if
applicable, units of Exchange Property) determined using the table below based
on the applicable Effective Date and Stock Price paid (or deemed paid) per share
of Common Stock in such Fundamental Change, as set forth below. Notwithstanding
the fact that certain Fundamental Change Conversion Rates set forth in the table
exceed the Share Cap, in no event shall the number of shares of Common Stock
issued upon conversion pursuant to Section 7, including any shares of Common
Stock delivered in connection with any dividend payment, exceed a number per
share of Series A Preferred Stock equal to the Share Cap.


	Stock Price
Effective Date	$5.00		$15.00		$20.00		$30.00		$35.00		$37.43		$45.66		$50.00		$55.00		$60.00		$70.00		$80.00		$90.00		$100.00
February 28, 2011		6.028		3.667		3.290		2.853		2.722		2.673		2.552		2.509		2.471		2.442		2.402		2.376		2.357		2.342
June 1, 2011		5.776		3.601		3.248		2.826		2.699		2.650		2.532		2.490		2.453		2.426		2.388		2.363		2.346		2.332
September 1, 2011		5.518		3.532		3.205		2.801		2.675		2.627		2.511		2.470		2.435		2.408		2.373		2.350		2.334		2.321
December 1, 2011		5.255		3.462		3.161		2.775		2.652		2.605		2.490		2.450		2.416		2.391		2.357		2.337		2.322		2.311
March 1, 2012		4.988		3.389		3.117		2.751		2.630		2.583		2.469		2.430		2.397		2.373		2.342		2.323		2.309		2.299
June 1, 2012		4.716		3.313		3.074		2.729		2.609		2.562		2.448		2.409		2.377		2.354		2.326		2.309		2.297		2.288
September 1, 2012		4.439		3.235		3.029		2.708		2.589		2.542		2.427		2.388		2.357		2.335		2.309		2.294		2.284		2.275
December 1, 2012		4.157		3.152		2.982		2.691		2.572		2.523		2.406		2.367		2.336		2.316		2.292		2.279		2.270		2.263
March 1, 2013		3.869		3.064		2.933		2.677		2.557		2.507		2.384		2.344		2.314		2.295		2.274		2.263		2.255		2.249
June 1, 2013		3.578		2.972		2.880		2.669		2.550		2.496		2.362		2.320		2.290		2.272		2.254		2.246		2.240		2.235
September 1, 2013		3.281		2.875		2.819		2.671		2.553		2.494		2.339		2.293		2.262		2.247		2.234		2.228		2.224		2.221
December 1, 2013		2.979		2.774		2.748		2.682		2.579		2.512		2.310		2.255		2.228		2.218		2.212		2.209		2.207		2.205
March 1, 2014		2.672		2.672		2.672		2.672		2.672		2.672		2.190		2.190		2.190		2.190		2.190		2.190		2.190		2.190

The exact Stock Price and Effective Date may not be set forth in the table,
in which case:

(i) if the Stock Price is between two Stock Price amounts on the table or the
Effective Date is between two dates on the table, the Fundamental Change
Conversion Rate shall be determined by straight-line interpolation between the
Fundamental Change

Conversion Rates set forth for the higher and lower Stock Price amounts and
the two dates, as applicable, based on a 365-day year;

(ii) if the Stock Price is greater than $100.00 per share (subject to
adjustment in the same manner as the Stock Prices set forth in the column
headings of the table above pursuant to the immediately succeeding paragraph),
then the Fundamental Change Conversion Rate shall be the Minimum Conversion
Rate, subject to adjustment pursuant to Section 11; and

(iii) if the Stock Price is less than $5.00 per share (subject to adjustment
in the same manner as the Stock Prices set forth in the column headings of the
table above pursuant to the immediately succeeding paragraph) (the
“Minimum Stock Price“), then the Fundamental Change Conversion
Rate shall be determined (a) as if the Stock Price equaled the Minimum Stock
Price and (b) if the Effective Date is between two dates on the table, using
straight-line interpolation, as described herein.

The Stock Prices set forth in the first row of the table (i.e., the
column headers) shall be adjusted as of any date on which the Fixed Conversion
Rates are adjusted. The adjusted Stock Prices shall equal the Stock Prices
applicable immediately prior to such adjustment multiplied by a
fraction, the numerator of which is the Minimum Conversion Rate immediately
prior to the adjustment giving rise to the Stock Price adjustment and the
denominator of which is the Minimum Conversion Rate as so adjusted. Each of the
Fundamental Change Conversion Rates in the table shall be subject to adjustment
in the same manner as each Fixed Conversion Rate pursuant to Section 11.

(mm) “Global Preferred Share” shall have the meaning set
forth in Section 21(a).

(nn) “Global Shares Legend” shall have the meaning set forth
in Section 21(a).

(oo) “Holder” means the Person in whose name shares of the
Series A Preferred Stock are registered.

(pp) “Initial Liquidation Preference” means $100 per share
of Series A Preferred Stock.

(qq) “Initial Price” shall have the meaning set forth in the
definition of Conversion Rate.

(rr) “Issue Date” shall mean February 28, 2011, which is the
original issue date of the Series A Preferred Stock.

(ss) “Junior Stock” means the Common Stock and, if issued,
the junior participating preferred stock of the Corporation, par value $1.00 per
share, and each other class of capital stock or series of Preferred Stock of the
Corporation established after the Issue Date, the terms of which do not
expressly provide that such class or series ranks senior to, or on a parity
with, the Series A Preferred Stock as to dividend rights and/or rights upon
liquidation, dissolution or winding up of the Corporation.

(tt) “Liquidation Preference” has the meaning set forth in
Section 12(a).

(uu) “Mandatory Conversion” means a conversion pursuant to
Section 5.

(vv) “Mandatory Conversion Date” means March 1, 2014.

(ww) “Market Disruption Event” means any of the following
events has occurred:

(i) any suspension of, or limitation imposed on, trading by the relevant
exchange or quotation system during any period or periods aggregating one
half-hour or longer and whether by reason of movements in price exceeding limits
permitted by the relevant exchange or quotation system or otherwise relating to
the Common Stock (or any other security into which the Series A Preferred Stock
becomes convertible in connection with any Reorganization Event) or in futures
or option contracts relating to the Common Stock (or such other security) on the
relevant exchange or quotation system;

(ii) any event (other than a failure to open or a closure as described below)
that disrupts or impairs the ability of market participants during any period or
periods aggregating one half-hour or longer in general to effect transactions
in, or obtain market values for, the Common Stock (or any other security into
which the Series A Preferred Stock becomes convertible in connection with any
Reorganization Event) on the relevant exchange or quotation system or futures or
options contracts relating to the Common Stock (or such other security) on any
relevant exchange or quotation system; or

(iii) the failure to open of the exchange or quotation system on which
futures or options contracts relating to the Common Stock (or any other security
into which the Series A Preferred Stock becomes convertible in connection with
any Reorganization Event) are traded or the closure of such exchange or
quotation system prior to its respective scheduled closing time for the regular
trading session on such day (without regard to after-hours or other trading
outside the regular trading session hours) unless such earlier closing time is
announced by such exchange or quotation system at least one hour prior to the
earlier of the actual closing time for the regular trading session on such day
and the submission deadline for orders to be entered into such exchange or
quotation system for execution at the actual closing time on such day.

For purposes of this definition of “Market Disruption Event,” the relevant
exchange or quotation system will be the New York Stock Exchange;
provided that if the Common Stock (or any other security into which the
Series A Preferred Stock becomes convertible in connection with any
Reorganization Event) is not listed on the New York Stock Exchange, the relevant
exchange or quotation system will be the principal national securities exchange
on which the Common Stock (or such other security) is listed for trading.

(xx) “Maximum Conversion Rate” shall have the meaning set
forth in the definition of Conversion Rate.

(yy) “Minimum Conversion Rate” shall have the meaning set
forth in the definition of Conversion Rate.

(zz) “Minimum Stock Price” shall have the meaning set forth
in the definition of Fundamental Change Conversion Rate.

(aaa) “Non-U.S. Holder” means a Holder that is not treated
as a United States person for U.S. federal income tax purposes as defined under
Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time
to time.

(bbb) “Officer” means the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice President of the Corporation.

(ccc) “Officers153 Certificate” means a certificate of the
Corporation that is signed on behalf of the Corporation by two duly authorized
Officers, one of whom must be the principal executive officer, the principal
financial officer, the treasurer or the principal accounting officer of the
Corporation.

(ddd) “Optional Conversion” shall have the meaning set forth
in Section 6(a).

(eee) “Optional Conversion Date” shall have the meaning set
forth in Section 8(f).

(fff) “Parity Stock” means any class of capital stock or
series of Preferred Stock of the Corporation established after the Issue Date,
the terms of which expressly provide that such class or series will rank equally
with the Series A Preferred Stock as to dividend rights and/or rights upon
liquidation, dissolution or winding up of the Corporation, in each case without
regard to whether dividends accrue cumulatively or non-cumulatively.

(ggg) “Person” means a legal person, including any
individual, corporation, estate, partnership, joint venture, association,
joint-stock company, limited liability company or trust.

(hhh) “Preferred Director” or “Preferred
Directors” shall have the meaning set forth in Section 15(b).

(iii) “Preferred Stock” means any and all series of
preferred stock of the Corporation, including, without limitation, the Series A
Preferred Stock.

(jjj) “Preferred Stock Committee” shall have the meaning set
forth in the recitals.

(kkk) “Purchased Shares” shall have the meaning set forth in
Section 11(a)(v).

(lll) “Record Date” means, for purposes of a Fixed
Conversion Rate adjustment pursuant to Section 11, with respect to any dividend,
distribution or other transaction or event in which the holders of Common Stock
have the right to receive any cash, securities or other property or in which the
Common Stock (or other applicable security) is exchanged for or converted into
any combination of cash, securities or other property, the date fixed for
determination of holders of the Common Stock entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).

(mmm) “Record Holders” means, as to any day, the Holders of
record of the Series A Preferred Stock as they appear on the stock register of
the Corporation at 5:00 p.m., New York City time, on such day.

(nnn) “Registrar” means the Transfer Agent.

(ooo) “Regular Record Date” means with respect to payment of
dividends on the Series A Preferred Stock, the 15th calendar day of the month
immediately preceding the month in which the relevant Dividend Payment Date
falls or such other record date fixed by the Board of Directors that is not more
than 60 nor less than 10 days prior to such Dividend Payment Date, but only to
the extent a dividend has been declared to be payable on such Dividend Payment
Date. The Regular Record Date shall apply regardless of whether such date is a
Business Day.

(ppp) “Reorganization Event” shall have the meaning set
forth in Section 11(e).

(qqq) “Scheduled Trading Day” means a day that is scheduled
to be a Trading Day, except that if the Common Stock is not listed on a national
securities exchange, “Scheduled Trading Day” means a Business
Day.

(rrr) “Senior Stock” shall have the meaning set forth in
Section 15(c)(i).

(sss) “Series A Preferred Stock” shall have the meaning set
forth in Section 1.

(ttt) “Share Cap” shall have the meaning set forth in
Section 4(f).

(uuu) “Share Dilution Amount” means the increase in the
number of diluted shares outstanding (determined in accordance with generally
accepted accounting principles in the United States, and as measured from the
date of the Corporation153s consolidated financial statements most recently filed
with the Securities and Exchange Commission prior to the Issue Date) resulting
from the grant, vesting or exercise of equity-based compensation to employees
and directors and equitably adjusted for any stock split, stock dividend,
reverse stock split, reclassification or similar transaction.

(vvv) “Spin-Off” shall have the meaning set forth in Section
11(a)(iii).

(www) “Stock Price” means:

(i) in the case of a Fundamental Change described in clause (ii) of the
definition of Fundamental Change in which the holders of Common Stock receive
only cash in the Fundamental Change, the cash amount paid per share of Common
Stock; and

(ii) in the case of any other Fundamental Change, the Average VWAP per share
of the Common Stock over the five Trading Day period ending on, and including,
the Trading Day immediately preceding the applicable Effective Date (the
“Five-Day Average VWAP“).

(xxx) “Subsidiary” means, with respect to the Corporation or
any other Person, any corporation, association, partnership or other business
entity of which more than 50% of the total

voting power of shares of capital stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, general partners or
trustees thereof is at the time owned or controlled, directly or indirectly, by
(i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
(iii) one or more Subsidiaries of such Person.

(yyy) “Threshold Appreciation Price” shall have the meaning
set forth in the definition of Conversion Rate.

(zzz) “Trading Day” means any day on which:

(i) there is no Market Disruption Event; and

(ii) the New York Stock Exchange is open for trading, or, if the Common Stock
(or any other security into which the Series A Preferred Stock becomes
convertible in connection with any Reorganization Event) is not listed on the
New York Stock Exchange, any day on which the principal national securities
exchange on which the Common Stock (or such other security) is listed is open
for trading, or, if the Common Stock (or such other security) is not listed on a
national securities exchange, any Business Day.

A “Trading Day” only includes those days that have a
scheduled closing time of 4:00 p.m., New York City time, or the then standard
closing time for regular trading on the relevant exchange or trading system.

(aaaa) “Transfer Agent” means, initially, The Bank of New
York Mellon Corporation until a successor transfer agent is appointed pursuant
to Section 20 and, thereafter, means such successor. The foregoing sentence
shall likewise apply to any such subsequent successor or successors.

(bbbb) “Trigger Event” shall have the meaning set forth in
Section 11(a)(iii).

(cccc) “unit of Exchange Property” shall have the meaning
set forth in Section 11(e)

(dddd) “VWAP” means:

(i) per share of Common Stock, on any Trading Day, the price per share of the
Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg (or
any successor service) page UIS <Equity> AQR (or its equivalent successor
if such page is not available) in respect of the period from the scheduled open
to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not
available, the market value per share of Common Stock on such Trading Day as
determined, using a volume-weighted average method, by a nationally recognized
independent investment banking firm retained by the Corporation for such
purpose; and

(ii) per share of capital stock (other than the Common Stock) or per ADR, in
each case traded on a U.S. national securities exchange, on any Trading Day, the
price per share of such capital stock or per ADR as displayed under the heading
“Bloomberg

VWAP” on the relevant Bloomberg page (or any successor service) in respect of
the period from the scheduled open to 4:00 p.m., New York City time, on such
Trading Day; or if such price is not available, the market value per share of
such capital stock or per ADR on such Trading Day as determined, using a
volume-weighted average method, by a nationally recognized independent
investment banking firm retained by the Corporation for such purpose.

SECTION 3. Dividends. (a) Holders of shares of
outstanding Series A Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors, out of funds of the Corporation lawfully
available for payment, cumulative dividends at an annual rate of 6.25% per share
of Series A Preferred Stock of the Initial Liquidation Preference (equivalent to
$6.25 per year per share of Series A Preferred Stock), payable quarterly on each
Dividend Payment Date, in cash or, in the case of any dividends payable on March
1, 2014, or any earlier Conversion Date, in cash, shares of Common Stock (or, if
applicable, units of Exchange Property) or a combination thereof in accordance
with Section 4 and subject to Section 4(f). Dividends shall accumulate from the
most recent date as to which dividends shall have been paid or, if no dividends
have been paid, from the Issue Date, whether or not in any Dividend Period or
Dividend Periods, as the case may be, there have been funds of the Corporation
lawfully available for the payment of such dividends. Dividends will be payable
on a Dividend Payment Date to Holders that are Record Holders on the Regular
Record Date immediately preceding such Dividend Payment Date, but only to the
extent a dividend has been declared to be payable on such Dividend Payment Date,
except that dividends payable on the Mandatory Conversion Date will be payable
to the Holders presenting the Series A Preferred Stock for conversion. If any
Dividend Payment Date is not a Business Day, the dividend payable on such date
shall be paid on the next Business Day without any adjustment, interest or other
penalty in respect of such delay. Dividends payable on shares of Series A
Preferred Stock for each full Dividend Period shall be computed by dividing the
annual dividend rate by four. Dividends payable on shares of Series A Preferred
Stock for any period other than a full Dividend Period shall be based on the
number of days elapsed during such Dividend Period and computed on the basis of
a 360-day year consisting of twelve 30-day months. Accumulated dividends on
shares of Series A Preferred Stock shall not bear interest if they are paid
subsequent to the applicable Dividend Payment Date.

(b) No dividend shall be declared or paid upon, or any sum set apart for the
payment of dividends upon, any outstanding share of the Series A Preferred Stock
with respect to any Dividend Period unless all dividends for all preceding
Dividend Periods shall have been declared and paid, or declared and a sufficient
sum has been set apart for the payment of such dividends, upon all outstanding
shares of Series A Preferred Stock. No dividend shall be paid unless and until
the Board of Directors declares a dividend payable with respect to the Series A
Preferred Stock.

(c) Holders shall not be entitled to any dividends on the Series A Preferred
Stock, whether payable in cash, shares of Common Stock or any combination
thereof, in excess of full cumulative dividends. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series A Preferred Stock which may be in arrears.

(d) So long as any share of Series A Preferred Stock remains outstanding:

(i) no dividend or distribution shall be declared or paid on the Common Stock
or any other shares of Junior Stock, except dividends payable solely in shares
of Common Stock;

(ii) no dividend or distribution shall be declared or paid on Parity Stock,
except as set forth in this Section 3(d); and

(iii) no Common Stock, Junior Stock or Parity Stock shall be, directly or
indirectly, purchased, redeemed or otherwise acquired for consideration by the
Corporation or any of its Subsidiaries,

unless all accrued and unpaid dividends for all past Dividend Periods,
including the latest completed Dividend Period, on all outstanding shares of
Series A Preferred Stock have been or are contemporaneously declared and paid in
full (or have been declared and a sum sufficient for the payment thereof has
been set aside for the benefit of the Holders on the applicable Regular Record
Date).

The foregoing limitations shall not apply to:

(i) redemptions, purchases or other acquisitions of shares of Common Stock or
other Junior Stock in connection with the administration of any employee benefit
plan in the ordinary course of business (including purchases to offset the Share
Dilution Amount pursuant to a publicly announced repurchase plan);
provided that any purchases to offset the Share Dilution Amount shall
in no event exceed the Share Dilution Amount;

(ii) any dividends or distributions of rights or Junior Stock in connection
with a shareholders153 rights plan or any redemption or repurchase of rights
pursuant to any shareholders153 rights plan;

(iii) the acquisition by the Corporation or any of its Subsidiaries of record
ownership in Junior Stock or Parity Stock for the beneficial ownership of any
other Persons (other than for the beneficial ownership by the Corporation or any
of its Subsidiaries), including as trustees or custodians; and

(iv) the exchange or conversion of Junior Stock for or into other Junior
Stock or of Parity Stock for or into other Parity Stock (with the same or lesser
aggregate liquidation preference) or Junior Stock and, in each case, the payment
of cash solely in lieu of fractional shares.

When dividends are not paid (or declared and a sum sufficient for payment
thereof set aside for the benefit of the Holders thereof on the applicable
Regular Record Date) on any Dividend Payment Date (or, in the case of Parity
Stock having dividend payment dates different from the Dividend Payment Dates,
on a dividend payment date falling within a Dividend Period related to such
Dividend Payment Date) in full upon the Series A Preferred Stock and any shares
of Parity Stock, all dividends declared on Series A Preferred Stock and all such
Parity Stock and payable on such Dividend Payment Date (or, in the case of
Parity Stock having dividend

payment dates different from the Dividend Payment Dates, on a dividend
payment date falling within the Dividend Period related to such Dividend Payment
Date) shall be declared and paid pro rata so that the respective
amounts of such dividends declared shall bear the same ratio to each other as
all accrued and unpaid dividends per share on the shares of Series A Preferred
Stock and all Parity Stock payable on such Dividend Payment Date (or, in the
case of Parity Stock having dividend payment dates different from the Dividend
Payment Dates, on a dividend payment date falling within the Dividend Period
related to such Dividend Payment Date) (subject to their having been declared by
the Board of Directors out of funds of the Corporation lawfully available and
including, in the case of Parity Stock that bears cumulative dividends, all
accrued but unpaid dividends) bear to each other. If the Board of Directors
determines not to pay any dividend or a full dividend on a Dividend Payment
Date, the Corporation will provide written notice to the Holders prior to such
Dividend Payment Date.

Subject to the foregoing, and not otherwise, dividends (payable in cash,
securities or other property) as may be determined by the Board of Directors may
be declared and paid on any securities of the Corporation, including Common
Stock and other Junior Stock, from time to time out of any funds of the
Corporation lawfully available for such payment, and Holders shall not be
entitled to participate in any such dividends.

SECTION 4. Method of Payment of Dividends. (a) All
dividends on the Series A Preferred Stock, whether or not for a current Dividend
Period or any prior Dividend Period, paid prior to any conversion of the Series
A Preferred Stock shall be paid in cash.

(b) All dividends (or any portion of any dividend) on the Series A Preferred
Stock, including accrued and unpaid dividends, payable upon a Mandatory
Conversion, an Optional Conversion or a Fundamental Change Conversion may, in
the Corporation153s sole discretion, and subject to Section 4(f), be paid:

(i) in cash;

(ii) by delivery of shares of Common Stock; or

(iii) through payment or delivery, as the case may be, of any combination of
cash and shares of Common Stock;

provided that in the case of a Fundamental Change Conversion that is
a Reorganization Event, dividends otherwise payable in shares of Common Stock
may be paid by delivery of units of Exchange Property in accordance with Section
11(e); and provided further that if the Board of Directors may not
lawfully authorize payment of all or any portion of such accrued and unpaid
dividends in cash, it shall authorize payment of such dividends in shares of
Common Stock or units of Exchange Property, as the case may be, if lawfully
permitted to do so (and subject to Section 4(f)).

(c) If the Corporation elects to pay any dividend or portion thereof in
shares of Common Stock, such shares shall be valued for such purpose at 97% of
the Average VWAP per share of Common Stock for the five Trading Days of the
applicable Dividend Reference Period. If the Corporation elects to pay any
dividend or portion thereof in units of Exchange Property, the value of such
units shall be determined in accordance with Section 11(e).

(d) If the Corporation elects to pay any dividend or portion thereof in
shares of Common Stock or, if applicable, units of Exchange Property in
accordance with Section 4(b):

(i) in the case of a payment of dividends upon a Mandatory Conversion, the
Corporation shall give the Holders notice of any such election and the portion
of such payment that will be made in shares of Common Stock no later than 10
Scheduled Trading Days prior to the Mandatory Conversion Date, and the
Corporation shall deliver shares of the Common Stock and pay cash, if
applicable, in respect of such payment on the Mandatory Conversion Date;

(ii) in the case of a payment of dividends upon an Optional Conversion, the
Corporation shall give each converting Holder notice of any such election and
the portion of such payment that will be made in shares of Common Stock no later
than two Trading Days after the Corporation receives notice of conversion from
such Holder, and the Corporation shall deliver shares of Common Stock and pay
cash, if applicable, in respect of such payment no later than the ninth Trading
Day after the applicable Optional Conversion Date, subject to the provisions for
accrued dividends as set forth in Section 6(d); and

(iii) in the case of a payment of dividends upon a Fundamental Change
Conversion, the Corporation shall give each converting Holder notice of any such
election and the portion of such payment that will be made in shares of Common
Stock or units of Exchange Property, as the case may be, in the Fundamental
Change Company Notice and the Corporation shall deliver shares of Common Stock
or units of Exchange Property, as the case may be, and pay cash, if applicable,
in respect of such payment on the third Business Day following the applicable
Fundamental Change Conversion Date.

If the Corporation does not provide notice of its election to pay any
dividend, or a portion thereof, upon the conversion of the Series A Preferred
Stock pursuant to clauses (i), (ii) or (iii) of this Section 4(d) through
delivery of shares of Common Stock or units of Exchange Property, as the case
may be, the Corporation shall pay such dividend entirely in cash (provided that
the Corporation is lawfully permitted to pay such dividend entirely in cash at
such time); provided, however, that if the Corporation is not
lawfully permitted to pay such dividends entirely in cash at such time, the
Corporation shall pay such dividend in cash to the maximum extent lawfully
permitted, with the balance paid in shares of Common Stock to the extent
lawfully permitted (and subject to Section 4(f)).

(e) In respect of any cash paid, shares of Common Stock issued or units of
Exchange Property delivered in payment or partial payment of a dividend to a
Non-U.S. Holder, the Corporation shall withhold and, in the case of such shares
of Common Stock or units of Exchange Property, the Corporation may do so by
selling (or directing the Transfer Agent or any paying agent on behalf of the
Corporation to withhold and sell) such amount in cash, number of shares of
Common Stock or units of Exchange Property as the Corporation deems necessary,
to result in proceeds from such sale (after deduction of customary commissions,
which shall be for the account of such Non-U.S. Holder) to pay all or any part
of any U.S. withholding tax obligation that the Corporation has (as determined
by it in its sole discretion) in respect of the

payment or partial payment of such dividend of cash, shares of Common Stock
or units of Exchange Property to such Non-U.S. Holder.

(f) Notwithstanding the foregoing, in no event shall the number of shares of
Common Stock delivered upon any conversion of the Series A Preferred Stock
(whether a Mandatory Conversion, an Optional Conversion or a Fundamental Change
Conversion), including any shares of Common Stock delivered pursuant to this
Section 4, Section 5(c), Section 6(d) or Section 7(b), exceed a number per share
of Series A Preferred Stock equal to the product of (i) 1.8 and (ii) the Maximum
Conversion Rate, subject to adjustment as set forth under Section 11 (the
“Share Cap“). To the extent that the Corporation delivers the
maximum number of whole shares of Common Stock equal to the Share Cap on the
Series A Preferred Stock with respect to which the Corporation has notified the
Holder that such dividends would be paid in shares of Common Stock in accordance
with Section 4(d), the Corporation shall be deemed to have paid in full all
accrued and unpaid dividends on such Series A Preferred Stock. However, in the
Corporation153s sole discretion, the Corporation may elect to pay any amount above
the Share Cap that would otherwise be payable in cash to the extent the
Corporation has lawfully available funds to do so.

SECTION 5. Mandatory Conversion on the Mandatory
Conversion Date. (a) Each outstanding share of Series A Preferred Stock
shall automatically convert on the Mandatory Conversion Date into a number of
shares of Common Stock equal to the Conversion Rate, unless such share of Series
A Preferred Stock has been converted prior to the Mandatory Conversion Date in
the manner described in Section 6 or Section 7. In no event shall the number of
shares of Common Stock issued upon conversion pursuant to this Section 5,
including any shares of Common Stock delivered in connection with any dividend
payment pursuant to Section 4(b), exceed a number per share of Series A
Preferred Stock equal to the Share Cap.

(b) Each of the Fixed Conversion Rates, the Initial Price, the Threshold
Appreciation Price and the Applicable Market Value shall be subject to
adjustment in accordance with the provisions of Section 11.

(c) In addition to the number of shares of Common Stock equal to the
Conversion Rate, upon Mandatory Conversion, the Corporation shall pay to the
Holders on the Mandatory Conversion Date an amount equal to any accrued and
unpaid dividends on the Series A Preferred Stock, in cash, shares of Common
Stock or a combination thereof, at the Corporation153s election and subject to
Section 4(f), whether or not declared prior to that date, for the Dividend
Period ending on the day immediately preceding the Mandatory Conversion Date and
all prior Dividend Periods (other than previously declared dividends on the
Series A Preferred Stock payable to Record Holders as of a prior date, which
dividends shall be paid to such Record Holders), provided that the Corporation
is lawfully permitted to pay such dividends at such time.

SECTION 6. Optional Conversion at the Option of the
Holder. (a) Holders shall have the right to convert their shares of Series
A Preferred Stock, in whole or in part (any conversion pursuant to this Section
6, an “Optional Conversion“), at any time prior to the
Mandatory Conversion Date, other than during the Fundamental Change Conversion
Period, into shares of Common Stock at the Minimum Conversion Rate, subject to
adjustment in accordance with Section 11. In no event shall the number of shares
of Common Stock issued upon conversion

pursuant to this Section 6, including any shares of Common Stock delivered in
connection with any dividend payment pursuant to Section 4(b), exceed a number
per share of Series A Preferred Stock equal to the Share Cap.

(b) To effect an Optional Conversion, the converting Holder shall comply with
the applicable conversion procedures set forth in Section 8. The Corporation
shall, in accordance with the instructions provided by the Holder thereof in the
written notice of conversion provided to the Corporation pursuant to Section 8,
deliver to the Holder the whole number of shares of Common Stock to which the
converting Holder shall be entitled upon such Optional Conversion, together with
payment of cash in lieu of any fraction of a share of Common Stock, as provided
in Section 10, and any certificate or certificates, as the case may be,
representing shares of Series A Preferred Stock, as provided in Section 8(g)(i).
Such delivery shall take place on the third Business Day succeeding the Optional
Conversion Date (except in the case of shares of Common Stock issued pursuant to
Section 6(d)). If applicable, the Corporation shall instruct the Transfer Agent
to register the whole number of shares of Common Stock to which the converting
Holder shall be entitled upon such Optional Conversion in the name or names, as
the case may be, specified by such Holder in the notice of conversion.

(c) The issuance by the Corporation of shares of Common Stock upon an
Optional Conversion shall be deemed effective immediately prior to 5:00 p.m.,
New York City time, on the Optional Conversion Date.

(d) In addition to the number of shares of Common Stock equal to the Minimum
Conversion Rate, upon conversion of each share of Series A Preferred Stock at
the option of the Holder on the Optional Conversion Date, the Corporation shall
pay to such converting Holder an amount equal to any accrued and unpaid
dividends on such converted share or shares, as the case may be, of Series A
Preferred Stock, in cash, shares of Common Stock or a combination thereof, at
the Corporation153s election and subject to Section 4(f), whether or not declared
prior to that date, for all Dividend Periods ended prior to the Dividend Payment
Date immediately preceding the Optional Conversion Date (other than previously
declared dividends on the Series A Preferred Stock payable to Record Holders as
of a prior date, which dividends shall be paid to such Record Holders), subject
to Section 6(e) and provided that the Corporation is lawfully permitted to pay
such dividends at such time.

(e) If the applicable Optional Conversion Date occurs during the period from
5:00 p.m., New York City time, on a Regular Record Date for any declared
dividend to 9:00 a.m., New York City time, on the immediately following Dividend
Payment Date:

(i) the Corporation shall pay such dividend on the Dividend Payment Date to
the Record Holder of the converted share or shares, as the case may be, of
Series A Preferred Stock on such Regular Record Date; and

(ii) share or shares, as the case may be, of Series A Preferred Stock
surrendered for conversion during such period must be accompanied by cash in an
amount equal to the amount of such dividend for the then-current Dividend Period
with respect to the share or shares, as the case may be, so converted.

For the avoidance of doubt, the consideration that the Corporation delivers
to such converting Holder shall not include any consideration for the dividend
for the then-current Dividend Period.

SECTION 7. Fundamental Change Conversion. (a) If a
Fundamental Change occurs prior to the Mandatory Conversion Date, Holders shall
have the right to convert their shares of Series A Preferred Stock, in whole or
in part, at any time during the period (the “Fundamental Change
Conversion Period“) from, and including, the Effective Date of such
Fundamental Change to, but excluding, the earlier of (i) the Mandatory
Conversion Date and (ii) the date that is 20 calendar days after the Effective
Date (any conversion pursuant to this Section 7, a “Fundamental Change
Conversion“), into a number of shares of Common Stock or, if the
Fundamental Change also constitutes a Reorganization Event, units of Exchange
Property in accordance with Section 11(e), based on the Fundamental Change
Conversion Rate. In no event shall the number of shares of Common Stock issued
upon conversion pursuant to this Section 7, including any shares of Common Stock
delivered in connection with any dividend payment pursuant to Section 4(b),
exceed a number per share of Series A Preferred Stock equal to the Share Cap.

(b) In addition to the number of shares of Common Stock equal to the
Fundamental Change Conversion Rate, upon conversion of each share of the Series
A Preferred Stock during the Fundamental Change Conversion Period, the
Corporation shall pay to such converting Holder an amount equal to any accrued
and unpaid dividends on such converted shares or shares, as the case may be, of
Series A Preferred Stock, in cash, shares of Common Stock or, if applicable,
units of Exchange Property in accordance with Section 11(e), or a combination
thereof, at the Corporation153s election and subject to Section 4(f), whether or
not declared prior to that date, for the then-current Dividend Period to, but
not including, the Fundamental Change Conversion Date and all prior Dividend
Periods (other than previously declared dividends on the Series A Preferred
Stock payable to Record Holders as of a prior date, which dividends shall be
paid to such Record Holders), to the extent that the Corporation has lawfully
available funds to pay such dividends; provided, however, that
if the Conversion Date for such conversion occurs during the period from 5:00
p.m., New York City time, on a Regular Record Date for any declared dividend to
9:00 a.m., New York City time, on the immediately following Dividend Payment
Date, then the Corporation shall pay such dividend on the Dividend Payment Date
to the Record Holder of the converted share or shares, as the case may be, of
Series A Preferred Stock on such Regular Record Date and the consideration that
the Corporation delivers to the converting Holder will not include any
consideration for such dividend.

(c) To the extent practicable, at least 20 Business Days prior to the
anticipated Effective Date of the Fundamental Change, but in any event not later
than two Business Days following the Corporation153s becoming aware of the
occurrence of a Fundamental Change, a written notice (the “Fundamental
Change Company Notice“) shall be sent by or on behalf of the
Corporation, by first-class mail, postage prepaid, to the Record Holders. Such
notice shall contain:

(i) the date on which the Fundamental Change is anticipated to be effected;

(ii) the Fundamental Change Conversion Period;

(iii) the instructions a Holder must follow to effect a Fundamental Change
Conversion in connection with such Fundamental Change; and

(iv) whether the Corporation has elected to pay all or any portion of accrued
and unpaid dividends in shares of Common Stock or units of Exchange Property, as
the case may be, and, if so, the portion thereof (as a percentage) that will be
paid in shares of Common Stock or units of Exchange Property.

(d) To effect a Fundamental Change Conversion, the converting Holder shall
comply with the applicable conversion procedures set forth in Section 8. To the
extent a Holder does not convert its shares of Series A Preferred Stock pursuant
to this Section 7 and a Reorganization Event has occurred, in lieu of shares of
Common Stock, the Corporation shall pay or deliver, as the case may be, to such
Holder on the Mandatory Conversion Date, units of Exchange Property as
determined in accordance with Section 11(e).

(e) Upon a Fundamental Change Conversion with respect to any share or shares,
as the case may be, of the Series A Preferred Stock, the Corporation or the
surviving or resulting entity, as the case may be, shall, in accordance with the
instructions provided by the Holder thereof in the written notice of conversion
provided to the Corporation pursuant to Section 8, deliver to such Holder the
whole number of shares of Common Stock or other securities issuable upon such
Fundamental Change Conversion to which the converting Holder shall be entitled
upon such Fundamental Change Conversion, together with payment of cash in lieu
of any fraction of a share of Common Stock or such other securities, as provided
in Section 10, and any certificate or certificates, as the case may be,
representing shares of Series A Preferred Stock, as provided in Section 8(g)(i).
Such delivery shall take place on the third Business Day following the
applicable Fundamental Change Conversion Date. If applicable, the Corporation
shall instruct the Transfer Agent to register the whole number of Common Stock
or other securities to which the converting Holder shall be entitled upon such
Fundamental Change Conversion in the name or names, as the case may be,
specified by such Holder in the written notice of conversion.

SECTION 8. Conversion Procedures. (a) On the
Mandatory Conversion Date, any Fundamental Change Conversion Date or any
Optional Conversion Date (each, a “Conversion Date“), dividends
on any shares of Series A Preferred Stock converted to Common Stock shall cease
to accrue and cumulate, and such converted shares of Series A Preferred Stock
shall cease to be outstanding, in each case, subject to the right of Holders of
such shares of Series A Preferred Stock to receive shares of Common Stock (or
units of Exchange Property, if applicable) into which such shares of Series A
Preferred Stock were converted and any accrued and unpaid dividends on such
shares to which such Holders are otherwise entitled pursuant to Section 5(c),
Section 6(d) or Section 7(b), as applicable.

(b) The Person or Persons entitled to receive the Common Stock issuable upon
any such conversion of the Series A Preferred Stock shall be treated as the
record holder or record holders, as the case may be, of such shares of Common
Stock as of 5:00 p.m., New York City time, on the applicable Conversion Date.
Prior to 5:00 p.m., New York City time, on such applicable Conversion Date,
shares of Common Stock issuable upon conversion of any shares of Series A
Preferred Stock shall not be deemed to be outstanding for any purpose, and
Holders of shares of Series A Preferred Stock shall have no rights with respect
to such shares of Common

Stock, including, without limitation, voting rights, rights to respond to
tender offers for the Common Stock and rights to receive any dividends or other
distributions on the Common Stock, by virtue of holding shares of Series A
Preferred Stock. No allowance or adjustment, except as set forth in Section 11,
shall be made in respect of dividends payable to holders of record of Common
Stock as of any date prior to such applicable Conversion Date.

(c) In the event that a Holder shall not by written notice designate the name
in which shares of Common Stock to be issued upon conversion of such Holder153s
shares of Series A Preferred Stock should be registered, the Corporation shall
be entitled to register such shares of Common Stock in the name of the Holder of
such shares of Series A Preferred Stock as shown on the records of the
Corporation and make payment of any accrued and unpaid dividends accordingly. In
the case of a Mandatory Conversion, in the event that shares of the Series A
Preferred Stock are then held in certificated form, in the event that a Holder
shall not by written notice to the Corporation elect to receive shares of Common
Stock to be issued upon such Mandatory Conversion in certificated form, the name
in which such shares of Common Stock should be registered and the address to
which the certificate or certificates representing such shares of Common Stock
should be sent, the Corporation shall be entitled to register such shares in
book-entry form, in the name of the Holder of such shares of Series A Preferred
Stock as shown on the records of the Corporation and make payment of any accrued
and unpaid dividends accordingly.

(d) Any written notice of conversion pursuant to Section 6 or Section 7 shall
be duly executed by the Holder, and specify:

(i) the number of shares of Series A Preferred Stock to be converted;

(ii) the name or names, as the case may be, in which such Holder desires the
shares of Common Stock or, if applicable, other securities issuable upon
conversion to be registered;

(iii) any other transfer forms, tax forms or other relevant documentation
required and specified by the Transfer Agent, if necessary, to effect the
conversion; and

(iv) payment instructions.

(e) As provided in Section 22, if specified by the Holder in the notice of
conversion that shares of Common Stock or, if applicable, other securities
issuable upon an Optional Conversion or upon a Fundamental Change Conversion, as
the case may be, shall be issued to a Person other than the Holder surrendering
the shares of Series A Preferred Stock being converted, then the Holder shall
pay or cause to be paid any transfer or similar taxes payable in connection with
the shares of Common Stock or, if applicable, other securities so issued.

(f) To convert shares of Series A Preferred Stock pursuant to Section 6 or
Section 7, a Holder shall deliver to the Transfer Agent at its Corporate Trust
Office a completed and duly executed notice of conversion as set forth in
Section 8(d), comply with Section 8(e), if applicable, and surrender, either
directly or through such Holder153s designee, certificate or certificates, as the
case may be, representing share or shares, as the case may be, of Series A
Preferred Stock to be converted (if held in certificated form), duly assigned or
endorsed for

transfer to the Corporation (or accompanied by duly executed stock powers
relating thereto) (the day of receipt by the Transfer Agent of such notice of
conversion and such compliance and such surrender, if applicable, by the Holder,
the “Optional Conversion Date” or the “Fundamental
Change Conversion Date“, as the case may be); provided that,
the Fundamental Change Conversion Date shall be a date no earlier than the
Effective Date of the Fundamental Change and no later than 5:00 p.m., New York
City time, on the last day of the Fundamental Change Conversion Period.

(g) With respect to any Optional Conversion or any Fundamental Change
Conversion of shares of Series A Preferred Stock:

(i) if there shall have been surrendered certificate or certificates, as the
case may be, representing a greater number of shares of Series A Preferred Stock
than the number of shares of Series A Preferred Stock to be converted, the
Corporation shall execute and the Registrar shall countersign and deliver to
such Holder or such Holder153s designee, at the expense of the Corporation, new
certificate or certificates, as the case may be, representing the number of
shares of Series A Preferred Stock that shall not have been converted; and

(ii) if the shares of Series A Preferred Stock converted are held in
book-entry form through the facilities of the Depositary, promptly following the
relevant Optional Conversion Date or Fundamental Change Conversion Date, as the
case may be, the Corporation shall cause the Transfer Agent and Registrar to
reduce the number of shares of Series A Preferred Stock represented by the
global certificate by making a notation on Schedule I attached to the relevant
Global Preferred Share.

SECTION 9. Reservation of Common Stock. (a) The
Corporation shall at all times reserve and keep available out of its authorized
and unissued Common Stock or shares of Common Stock held in the treasury of the
Corporation, solely for issuance upon the conversion of shares of Series A
Preferred Stock as herein provided that number of shares of Common Stock as the
Corporation shall from time to time expect to be issued upon the conversion of
all the shares of Series A Preferred Stock then outstanding.

(b) Notwithstanding the foregoing, the Corporation shall be entitled to
deliver upon conversion of shares of Series A Preferred Stock, as herein
provided, shares of Common Stock reacquired and held in the treasury of the
Corporation (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
claims, charges, security interests or encumbrances (other than liens, claims,
charges, security interests and other encumbrances created by the Holders).

(c) All shares of Common Stock delivered upon conversion of the Series A
Preferred Stock shall be duly authorized, validly issued, fully paid and
non-assessable, free and clear of all liens, claims, charges, security interests
and other encumbrances (other than liens, claims, charges, security interests
and other encumbrances created by the Holders).

(d) Prior to the delivery of any securities that the Corporation shall be
obligated to deliver upon conversion of the Series A Preferred Stock, the
Corporation shall use its reasonable

best efforts to comply with all federal and state laws and regulations
thereunder, if any, requiring the registration of such securities with, or any
approval of or consent to the delivery thereof by, any governmental authority.

(e) The Corporation hereby covenants and agrees that, if at any time the
Common Stock shall be listed on the New York Stock Exchange or any other
national securities exchange or automated quotation system, the Corporation
shall, if permitted by the rules of such exchange or automated quotation system,
list and keep listed, so long as the Common Stock shall be so listed on such
exchange or automated quotation system, all Common Stock issuable upon
conversion of the Series A Preferred Stock; provided,
however, that if the rules of such exchange or automated quotation
system permit the Corporation to defer the listing of such Common Stock until
the first conversion of Series A Preferred Stock into Common Stock in accordance
with the provisions hereof, the Corporation covenants to list such Common Stock
issuable upon conversion of the Series A Preferred Stock in accordance with the
requirements of such exchange or automated quotation system at such time.

SECTION 10. Fractional Shares. (a) No fractional
shares of Common Stock or any other common stock or ADRs included in the
Exchange Property shall be issued to Holders, including as a result of any
conversion of shares of Series A Preferred Stock or as a result of any payment
of dividends on the Series A Preferred Stock in shares of Common Stock or units
of Exchange Property.

(b) In lieu of any fractional share of Common Stock or any other common stock
or ADRs included in the Exchange Property otherwise issuable upon Mandatory
Conversion, Optional Conversion or Fundamental Change Conversion (including in
connection with a dividend payment), that Holder shall be entitled to receive an
amount in cash (computed to the nearest cent) based on the VWAP per share of
Common Stock, or, if applicable, such other common stock or ADR, on the Trading
Day immediately preceding the applicable Conversion Date.

(c) If more than one share of the Series A Preferred Stock is surrendered for
conversion at one time by or for the same Holder, the number of full shares of
Common Stock, or, if applicable, other common stock or full ADRs, issuable upon
conversion thereof shall be computed on the basis of the aggregate number of
shares of Series A Preferred Stock so surrendered for conversion. If the
Corporation pays dividends in Common Stock, other common stock or ADRs pursuant
to Section 4(b) on more than one share of Series A Preferred Stock held at any
one time by or for the same Holder, the number of full shares of Common Stock,
or, if applicable, other common stock or full ADRs, payable in connection with
such dividend shall be computed on the basis of the aggregate number of shares
of Series A Preferred Stock so surrendered for conversion.

SECTION 11. Conversion Rate Adjustments to the Fixed
Conversion Rates. (a) Each Fixed Conversion Rate shall be adjusted from
time to time as follows:

(i) If the Corporation issues Common Stock as a dividend or distribution to
all or substantially all holders of the Common Stock, or if the Corporation
effects a subdivision or combination (including, without limitation, a stock
split or a reverse stock

split) of the Common Stock, each Fixed Conversion Rate shall be adjusted
based on the following formula:


CR₁ = CR₀ x		OS₁ OS₀

where,

CR₀	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such dividend or distribution or immediately prior to 9:00 a.m., New York City time, on the effective date for such subdivision or combination, as the case may be;

CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date or immediately after 9:00 a.m., New York City time, on such effective date, as the case may be;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date or immediately prior to 9:00 a.m., New York City time, on such effective date, as the case may be (and prior to giving effect to such event); and

OS₁	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.

Any adjustment made under this Section 11(a)(i) shall become effective
immediately after 5:00 p.m., New York City time, on the Record Date for such
dividend or distribution, or immediately after 9:00 a.m., New York City time, on
the effective date for such subdivision or combination, as the case may be. If
any dividend, distribution, subdivision or combination of the type described in
this clause (i) is declared but not so paid or made, each Fixed Conversion Rate
shall be immediately readjusted, effective as of the earlier of (a) the date the
Board of Directors determines not to pay or make such dividend, distribution,
subdivision or combination and (b) the date the dividend or distribution was to
be paid or the date the subdivision or combination was to have been effective,
to the Fixed Conversion Rate that would then be in effect if such dividend,
distribution, subdivision or combination had not been declared.

(ii) If the Corporation issues to all or substantially all holders of the
Common Stock any rights (other than pursuant to any shareholder rights plan),
options or warrants entitling them for a period expiring 60 days or less from
the date of issuance of such rights, options or warrants to subscribe for or
purchase shares of Common Stock at less than the Average VWAP per share of
Common Stock for the 10 consecutive Trading Day period ending on, and including,
the Trading Day immediately preceding the date of announcement for such
issuance, each Fixed Conversion Rate will be increased based on the following
formula:

CR₁ = CR₀ x

(OS₀ + X)

(OS₀ + Y)


where,

CR₀	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such issuance;

CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date;

OS₀	=	the number of shares of Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date;

X	=	the number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y	=	the aggregate price payable to exercise such rights, options or warrants, divided by the Average VWAP per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance.

Any increase in the Fixed Conversion Rates made pursuant to this Section
11(a)(ii) shall become effective immediately after 5:00 p.m., New York City
time, on the Record Date for such issuance. To the extent such rights, options
or warrants are not exercised prior to their expiration or termination, each
Fixed Conversion Rate shall be decreased, effective as of the date of such
expiration or termination, to the Fixed Conversion Rate that would then be in
effect had the increase with respect to the issuance of such rights, options or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights, options or warrants are not so
issued, each Fixed Conversion Rate shall be decreased, effective as of the
earlier of (a) the date the Board of Directors determines not to issue such
rights, options or warrants and (b) the date such rights, options or warrants
were to have been issued, to the Fixed Conversion Rate that would then be in
effect if such issuance had not been announced.

For purposes of this Section 11(a)(ii), in determining whether any rights,
options or warrants entitle the holders thereof to subscribe for or purchase
shares of the Common Stock at less than the Average VWAP per share of Common
Stock for the 10 consecutive Trading Day period ending on, and including, the
Trading Day immediately preceding the date of announcement for such issuance,
and in determining the aggregate price payable to exercise such rights, options
or warrants, there shall be taken into account any consideration the Corporation
receives for such rights, options or warrants and any amount payable on exercise
thereof, with the value of such consideration, if other than cash, to be
determined in good faith by the Board of Directors.

(iii) If the Corporation pays a dividend or other distribution to all or
substantially all holders of Common Stock of shares of the Corporation153s capital
stock (other than Common Stock), evidences of the Corporation153s indebtedness,
the Corporation153s assets or rights to acquire the capital stock, indebtedness or
assets of the Corporation, excluding:

(1)

any dividend, distribution or issuance as to which an adjustment was effected
pursuant to Section 11(a)(i) or Section 11(a)(ii);

(2)

dividends or distributions paid exclusively in cash as to which an adjustment
was effected pursuant to Section 11(a)(iv) below;

(3)

Spin-Offs as to which the provisions set forth below in this Section
11(a)(iii) apply; and

(4)

any dividends or distributions in connection with a Reorganization Event that
is included in Exchange Property under Section 11(e),

then each Fixed Conversion Rate shall be increased based on the following
formula:


CR₁ = CR₀ x		SP₀
		( SP₀ : FMV)

where,

CR₀	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such dividend or distribution;

CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date;

SP₀	=	the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Record Date for such dividend or distribution; and

FMV	=	the fair market value (as determined in good faith by the Board of Directors) on the Record Date for such dividend or distribution of shares of the Corporation153s capital stock (other than Common Stock), evidences of the Corporation153s indebtedness, the Corporation153s assets or rights to acquire the capital stock, indebtedness or assets of the Corporation, expressed as an amount per share of Common Stock.

If the Board of Directors determines the “FMV” (as defined in this Section
11(a)(iii)) of any dividend or other distribution for purposes of this Section
11(a)(iii) by referring to the actual or when-issued trading market for any
securities, it shall in doing so consider the prices in such market over the
Average VWAP per share of Common Stock for the 10 consecutive Trading Day period
ending on, and including, the Trading Day immediately preceding the Record Date
for such dividend or distribution.

Notwithstanding the foregoing, if “FMV” (as defined in this Section
11(a)(iii)) is equal to or greater than “SP₀” (as defined in this
Section(a)(iii)), in lieu of the foregoing increase, each Holder shall receive,
in respect of each share of Series A Preferred Stock, at the same time and upon
the same terms as holders of Common Stock, the amount and kind of shares of the

Corporation153s capital stock (other than Common Stock), evidences of the
Corporation153s indebtedness, the Corporation153s assets or rights to acquire the
capital stock, indebtedness or assets of the Corporation that such Holder would
have received if such Holder owned a number of shares of Common Stock equal to
the Maximum Conversion Rate in effect immediately prior to 5:00 p.m., New York
City time, on the Record Date for such dividend or other distribution.

Any increase made under the portion of this Section 11(a)(iii) above shall
become effective immediately after 5:00 p.m., New York City time, on the Record
Date for such dividend or other distribution. If such dividend or distribution
is not so paid or made, each Fixed Conversion Rate shall be decreased, effective
as of the earlier of (a) the date the Board of Directors determines not to pay
the dividend or other distribution and (b) the date such dividend or
distribution was to have been paid, to the Fixed Conversion Rate that would then
be in effect if the dividend or other distribution had not been declared.

If the transaction that gives rise to an adjustment pursuant to this Section
11(a)(iii) is one pursuant to which the payment of a dividend or other
distribution on the Common Stock consists of shares of capital stock of, or
similar equity interests in, a Subsidiary or other business unit of the
Corporation (a “Spin-Off“) that are, or, when issued, will be,
traded on a U.S. national securities exchange or a reasonably comparable
non-U.S. equivalent, then each Fixed Conversion Rate shall instead be increased
based on the following formula:


CR₁ = CR₀ x		(FMV₀ + MP₀)
		MP₀

where,

CR₀	=	the Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for such dividend or distribution;

CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for such dividend or distribution;

FMV₀	=	the Average VWAP per share of such capital stock or similar equity interests distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Ex-Dividend Date for such dividend or distribution; and

MP₀	=	the Average VWAP per share of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Ex-Dividend Date for such dividend or distribution.

The adjustment to each Fixed Conversion Rate under the immediately preceding
paragraph shall occur at 5:00 p.m., New York City time, on the 10th consecutive
Trading Day immediately following, and including, the Ex-Dividend Date for such
dividend or distribution, but will be given effect as of 9:00 a.m., New York
City time, on the date immediately following

the Record Date for such dividend or distribution. The Corporation shall
delay the settlement of any conversion of shares of the Series A Preferred Stock
if the Conversion Date occurs after the Record Date for such dividend or
distribution and prior to the end of such 10 consecutive Trading Day period. In
such event, the Corporation shall deliver the shares of Common Stock issuable in
respect of such conversion (based on the adjusted Fixed Conversion Rates as
described above) on the first Business Day immediately following the last
Trading Day of such 10 consecutive Trading Day period.

For purposes of this Section 11(a)(iii) (and subject in all respects to
Section 11(a)(i) and Section 11(a)(ii)):

(A) rights, options or warrants distributed by the Corporation to all or
substantially all holders of the Common Stock entitling them to subscribe for or
purchase shares of the Corporation153s capital stock, including Common Stock
(either initially or under certain circumstances), which rights, options or
warrants, until the occurrence of a specified event or events (“Trigger
Event“):

(i) are deemed to be transferred with such shares of the Common Stock;

(ii) are not exercisable; and

(iii) are also issued in respect of future issuances of the Common Stock,
shall be deemed not to have been distributed for purposes of this Section
11(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section
11(a)(iii)shall be required) until the occurrence of the earliest Trigger Event,
whereupon such rights, options or warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Fixed
Conversion Rates shall be made under this Section 11(a)(iii).

(B) If any such right, option or warrant, including any such existing rights,
options or warrants distributed prior to the Issue Date, are subject to events,
upon the occurrence of which such rights, options or warrants become exercisable
to purchase different securities, evidences of indebtedness or other assets,
then the date of the occurrence of any and each such event shall be deemed to be
the date of distribution and Record Date with respect to new rights, options or
warrants with such rights (in which case the existing rights, options or
warrants shall be deemed to terminate and expire on such date without exercise
by any of the holders thereof).

(C) In addition, in the event of any distribution (or deemed distribution) of
rights, options or warrants, or any Trigger Event or other event (of the type
described in the immediately preceding sentence) with respect thereto that was
counted for purposes of calculating a distribution amount for which an
adjustment to the Fixed Conversion Rates under this clause (iii) was made:

(1) in the case of any such rights, options or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, upon such
final redemption or repurchase (x) the Fixed Conversion Rates shall be
readjusted as if such rights, options or warrants had not been issued and (y)
the Fixed Conversion Rates shall then again be readjusted to give effect to such
distribution, deemed distribution or Trigger Event, as the case may be, as
though it were a cash distribution pursuant to Section

11(a)(iv), equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights, options or
warrants (assuming such holder had retained such rights, options or warrants),
made to all holders of Common Stock as of the date of such redemption or
repurchase; and

(2) in the case of such rights, options or warrants that shall have expired
or been terminated without exercise by any holders thereof, the Fixed Conversion
Rates shall be readjusted as if such rights, options and warrants had not been
issued.

For purposes of Section 11(a)(i), Section 11(a)(ii) and this Section
11(a)(iii), if any dividend or distribution to which this Section 11(a)(iii) is
applicable includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section
11(a)(i)is applicable (the “Clause A Distribution“); or

(B) an issuance of rights, options or warrants to which Section 11(a)(ii) is
applicable (the “Clause B Distribution“),

then:

(1) such dividend or distribution, other than the Clause A Distribution and
the Clause B Distribution, shall be deemed to be a dividend or distribution to
which this Section 11(a)(iii) is applicable (the “Clause C
Distribution“) and any Fixed Conversion Rate adjustment required by
this Section 11(a)(iii) with respect to such Clause C Distribution shall then be
made; and

(2) the Clause A Distribution and Clause B Distribution shall be deemed to
immediately follow the Clause C Distribution and any Fixed Conversion Rate
adjustment required by Section 11(a)(i) and Section 11(a)(ii) with respect
thereto shall then be made, except that, if determined by the Corporation (I)
the “Record Date” of the Clause A Distribution and the Clause B Distribution
shall be deemed to be the Record Date of the Clause C Distribution and (II) any
shares of Common Stock included in the Clause A Distribution or Clause B
Distribution shall be deemed not to be “outstanding immediately prior to 5:00
p.m., New York City time, on such Record Date or immediately prior to 9:00 a.m.,
New York City time, on such effective date” within the meaning of Section
11(a)(i) or “outstanding immediately prior to 5:00 p.m., New York City time, on
such Record Date” within the meaning of Section 11(a)(ii).

(iv) If the Corporation pays a distribution consisting exclusively of cash to
all or substantially all holders of the Common Stock, each Fixed Conversion Rate
shall be increased based on the following formula:


CR₁ = CR₀ x		SP₀
		( SP₀ : C)

where,


CR₀	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such distribution;

CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the Record Date for such distribution;

SP₀	=	the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Record Date for such distribution; and

C	=	an amount of cash per share of the Common Stock that the Corporation distributes to holders of the Common Stock.

Notwithstanding the foregoing, if “C” (as defined in this Section 11(a)(iv))
is equal to or greater than “SP₀” (as defined in this Section
11(a)(iv)), in lieu of the foregoing increase, each Holder shall receive, in
respect of each share of Series A Preferred Stock, at the same time and upon the
same terms as holders of shares of Common Stock, the amount of cash that such
Holder would have received if such Holder owned a number of shares of Common
Stock equal to the Maximum Conversion Rate in effect immediately prior to 5:00
p.m., New York City time, on the Record Date for such distribution.

Any adjustment to the Fixed Conversion Rates pursuant to this Section
11(a)(iv) shall become effective immediately after 5:00 p.m., New York City
time, on the Record Date for such distribution. If such distribution is not so
paid, the Fixed Conversion Rates shall be decreased, effective as of the earlier
of (a) the date the Board of Directors determines not to pay such dividend and
(b) the date such dividend was to have been paid, to the Fixed Conversion Rates
that would then be in effect if such distribution had not been declared.

(v) If the Corporation or one or more of its Subsidiaries purchases Common
Stock pursuant to a tender offer or exchange offer (except as provided in
Section 11(c)(iii)) and the cash and value of any other consideration included
in the payment per share of Common Stock validly tendered or exchanged exceeds
the Average VWAP per share of Common Stock over the 10 consecutive Trading Day
period commencing on, and including, the Trading Day next succeeding the last
date on which tenders or exchanges may be made pursuant to such tender or
exchange offer (the “Expiration Date“), each Fixed Conversion
Rate shall be increased based on the following formula:


CR₁ = CR₀ x		(FMV + (SP₁ x OS₁))
		(SP₁ x OS₀)
where:



CR₀	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;


CR₁	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;

FMV	=	the fair market value (as determined in good faith by the Board of Directors) as of the Expiration Date of the aggregate value of all cash and any other consideration paid or payable for shares of the Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares“);

OS₁	=	the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time“), less any Purchased Shares;

OS₀	=	the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares; and

SP₁	=	the Average VWAP per share of the Common Stock for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

The adjustment to each Fixed Conversion Rate under this Section 11(a)(v)
shall occur at 5:00 p.m., New York City time, on the tenth consecutive Trading
Day immediately following, and including, the Trading Day immediately following
the Expiration Date, but will be given effect as of 9:00 a.m., New York City
time, on the Expiration Date. The Corporation shall delay the settlement of any
conversion of Series A Preferred Stock if the Conversion Date occurs during such
10 consecutive Trading Day period. In such event, the Corporation shall deliver
the shares of Common Stock issuable in respect of such conversion (based on the
adjusted Fixed Conversion Rates) on the first Business Day immediately following
the last Trading Day of such 10 consecutive Trading Day period.

(vi) If the Corporation has in effect a shareholder rights plan while any
shares of Series A Preferred Stock remain outstanding, Holders shall receive,
upon a conversion of Series A Preferred Stock, in addition to Common Stock,
rights under the Corporation153s shareholder rights agreement unless, prior to
such conversion, the rights have expired, terminated or been redeemed or unless
the rights have separated from the Common Stock. If the rights provided for in
the shareholder rights plan have separated from the Common Stock in accordance
with the provisions of the applicable shareholder rights agreement so that
Holders would not be entitled to receive any rights in respect of the Common
Stock, if any, that the Corporation is required to deliver upon conversion of
Series A Preferred Stock, each Fixed Conversion Rate shall be adjusted at the
time of separation as if the Corporation had distributed to all holders of the
Common Stock, capital stock (other than Common Stock), evidences of the
Corporation153s indebtedness, the Corporation153s assets or rights to acquire the
capital stock, indebtedness or assets of the Corporation pursuant to Section
11(a)(iii) above, subject to readjustment upon the subsequent expiration,
termination or redemption of the rights. A distribution of rights

pursuant to a shareholder rights plan will not trigger an adjustment to the
Fixed Conversion Rates pursuant to Section 11(a)(ii) or Section 11(a)(iii)
above.

(b) Adjustment for Tax Reasons. The Corporation may make such
increases in each Fixed Conversion Rate, in addition to any other increases
required by this Section 11, if the Board of Directors deems it advisable in
order to avoid or diminish any income tax to holders of the Common Stock
resulting from any dividend or distribution of the Corporation153s shares (or
issuance of rights or warrants to acquire shares) or from any event treated as
such for income tax purposes or for any other reasons; provided that
the same proportionate adjustment must be made to each Fixed Conversion Rate. If
any adjustment to the Fixed Conversion Rate is treated as a distribution to any
Non-U.S. Holder which is subject to withholding tax, the Corporation (or
Transfer Agent or any paying agent on behalf of the Corporation) may set off any
withholding tax that is required to be collected with respect to such deemed
distribution against cash payments and other distributions otherwise deliverable
to such Non-U.S. Holder.

(c) Calculation of Adjustments; Adjustments to Threshold Appreciation
Price, Initial Price, Applicable Market Value and Five-Day Average VWAP.

(i) All required calculations will be made to the nearest cent or 1/10,000th
of a share. No adjustment in any Fixed Conversion Rate will be required unless
the adjustment would require an increase or decrease of at least 1% of the Fixed
Conversion Rates. If the adjustment is not made because the adjustment does not
change the Fixed Conversion Rates by at least 1%, then the adjustment that is
not made will be carried forward and taken into account in any future
adjustment. Notwithstanding the foregoing, all adjustments not previously made
shall be made upon any Mandatory Conversion, Optional Conversion or Fundamental
Change Conversion.

If an adjustment is made to the Fixed Conversion Rates pursuant to this
Section 11, an inversely proportional adjustment shall also be made to the
Threshold Appreciation Price and the Initial Price solely for purposes of
determining which of clauses (i), (ii) and (iii) of the definition of Conversion
Rate shall apply on the Mandatory Conversion Date. Such adjustment shall be made
by dividing each of the Threshold Appreciation Price and the Initial Price by a
fraction, the numerator of which shall be either Fixed Conversion Rate
immediately after such adjustment pursuant to clause (i), (ii), (iii), (iv) or
(v) of Section 11(a) or Section 11(b) and the denominator of which shall be such
Fixed Conversion Rate immediately before such adjustment. The Corporation shall
make appropriate adjustments to the VWAP per share of Common Stock used to
calculate the Applicable Market Value or the Five-Day Average VWAP, as the case
may be, to account for any adjustments to the Fixed Conversion Rates that became
effective during the period in which the Applicable Market Value or the Five-Day
Average VWAP, as the case may be, is being calculated.

(ii) Notwithstanding Section 11(a), no adjustment to the Fixed Conversion
Rates need be made if Holders participate in the transaction that would
otherwise require an adjustment (other than in the case of a share split or
share combination), at the same time, upon the same terms and otherwise on the
same basis as holders of the Common Stock and solely as a result of holding
shares of Series A Preferred Stock, as if such

Holders held a number of shares of Common Stock equal to the Maximum
Conversion Rate as of the Record Date for such transaction, multiplied
by the number of shares of Series A Preferred Stock held by such Holders.

(iii) The Fixed Conversion Rates shall not be adjusted except as provided
herein. Without limiting the foregoing, the Fixed Conversion Rates shall not be
adjusted for:

(A) the issuance of any shares of Common Stock pursuant to any present or
future plan providing for the reinvestment of dividends or interest payable on
the Corporation153s securities and the investment of additional optional amounts
in the Common Stock under any plan;

(B) the issuance of any shares of Common Stock or options or rights to
purchase those shares pursuant to any present or future employee, director or
consultant benefit plan, employee agreement or arrangement or program of the
Corporation or any Subsidiaries of the Corporation;

(C) the issuance of any shares of Common Stock pursuant to any option,
warrant, right or exercisable, exchangeable or convertible security outstanding
as of the Issue Date;

(D) a change solely in the par value of the Common Stock;

(E) stock repurchases that are not tender offers, including structured or
derivative transactions;

(F) as a result of a tender offer solely to holders of fewer than 100 shares
of Common Stock; and

(G) a third-party tender or exchange offer.

(iv) The Corporation shall have the power to resolve any ambiguity and its
action in so doing, as evidenced by a resolution of the Board of Directors,
shall be final and conclusive unless clearly inconsistent with the intent
hereof.

(d) Notice of Adjustment. Whenever a Fixed Conversion Rate or the
Fundamental Change Conversion Rate, as applicable, is to be adjusted, the
Corporation shall: (i) compute such adjusted Fixed Conversion Rate or the
Fundamental Change Conversion Rate, as applicable, and prepare and transmit to
the Transfer Agent an Officers153 Certificate setting forth such adjusted Fixed
Conversion Rate or the Fundamental Change Conversion Rate, as applicable, the
method of calculation thereof in reasonable detail and the facts requiring such
adjustment and upon which such adjustment is based; (ii) as soon as practicable
following the determination of a revised Fixed Conversion Rate or Fundamental
Change Conversion Rate, as applicable, provide, or cause to be provided, a
written notice to Holders of the occurrence of such event and (iii) as soon as
practicable following the determination of a revised Fixed Conversion Rate or
Fundamental Change Conversion Rate, as applicable, provide, or cause to be
provided, to Holders a statement setting forth in reasonable detail the method
by which the

adjustment to such Fixed Conversion Rate or the Fundamental Change Conversion
Rate, as applicable, was determined and setting forth such revised Fixed
Conversion Rate or Fundamental Change Conversion Rate, as applicable.

(e) Recapitalizations, Reclassifications and Changes of the Common
Stock. In the event of:

(A) any recapitalization, reclassification or change of the Common Stock
(other than changes only in par value or resulting from a subdivision or
combination);

(B) any consolidation or merger of the Corporation with or into another
Person or any statutory exchange or binding share exchange; or

(C) any sale, transfer, lease or conveyance to another Person of all or
substantially all of the property and assets of the Corporation and its
Subsidiaries;

in each case as a result of which the shares of Common Stock are exchanged
for, or converted into, other securities, property or assets (including cash or
any combination thereof) (any such event, a “Reorganization
Event“), then, at the effective time of such Reorganization Event, each
share of Series A Preferred Stock outstanding immediately prior to such
Reorganization Event shall, without the consent of Holders, become convertible
into the kind and amount of such other securities, property or assets (including
cash or any combination thereof) that holders of the Common Stock received in
such Reorganization Event (the “Exchange Property“), and, at
the effective time of such Reorganization Event, the Corporation shall amend its
Charter to provide for such change in the convertibility of the Series A
Preferred Stock; provided that if the kind and amount of Exchange
Property receivable upon such Reorganization Event is not the same for each
share of Common Stock held immediately prior to such Reorganization Event by a
Person, then the Exchange Property receivable upon such Reorganization Event
shall be deemed to be the weighted average of the types and amounts of
consideration received by the holders of the Common Stock that affirmatively
make an election (or of all such holders if none makes an election). The
Conversion Rate then in effect shall be applied on the applicable Conversion
Date to the amount of such Exchange Property received per share of Common Stock
in the Reorganization Event (a “unit of Exchange Property“), as
determined in accordance with this Section 11(e). For the purpose of determining
which clause of the definition of Conversion Rate shall apply on the Mandatory
Conversion Date and for the purpose of calculating the Conversion Rate if clause
(ii) of the definition thereof is applicable, the value of a unit of Exchange
Property shall be determined in good faith by the Board of Directors, except
that if a unit of Exchange Property includes common stock or American Depositary
Receipts (“ADRs“) that are traded on a U.S. national securities
exchange, the value of such common stock or ADRs shall be the Applicable Market
Value determined with regard to a share of such common stock or a single ADR, as
the case may be (or for the purpose of determining the Stock Price on a
Fundamental Change Conversion Date, the value of such common stock or ADRs shall
be the Five-Day Average VWAP determined with regard to a share of such common
stock or a single ADR, as the case may be). For the purpose of paying accrued
and unpaid dividends in units of Exchange

Property in accordance with Section 4, the value of a unit of Exchange
Property shall equal 97% of the value determined pursuant to the immediately
preceding sentence.

The above provisions of this Section 11(e) shall similarly apply to
successive Reorganization Events and the provisions of Section 11(a)-(d) shall
apply to any shares of capital stock of the Corporation (or of any successor)
received by the holders of Common Stock in any such Reorganization Event.

The Corporation (or any successor) shall, as soon as reasonably practicable
(but in any event within 20 days) after the occurrence of any Reorganization
Event, provide written notice to the Holders of such occurrence of such
Reorganization Event and of the kind and amount of the cash, securities or other
property that constitute the Exchange Property. Failure to deliver such notice
shall not affect the operation of this Section 11(e).

(f) For purposes of this Section 11, the number of shares of Common Stock at
any time outstanding shall not include shares held in the treasury of the
Corporation but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.

SECTION 12. Liquidation Rights. (a) Voluntary
or Involuntary Liquidation. In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
each Holder shall be entitled to receive for each share of Series A Preferred
Stock, out of the assets of the Corporation or proceeds thereof (whether capital
or surplus) available for distribution to stockholders of the Corporation,
subject to the rights of any creditors of the Corporation, before any payment or
distribution of such assets or proceeds is made to or set aside for the holders
of Common Stock and any other Junior Stock of the Corporation, payment in full
in an amount equal to the sum of (x) $100 per share of Series A Preferred Stock
and (y) an amount equal to any accrued and unpaid dividends on each share of
Series A Preferred Stock, whether or not declared, to (but not including) the
date fixed for liquidation, dissolution or winding up (such amounts
collectively, the “Liquidation Preference“).

(b) Partial Payment. If in any distribution described in Section
12(a) the assets of the Corporation or proceeds thereof are not sufficient to
pay in full the amounts payable with respect to all outstanding shares of Series
A Preferred Stock and any Parity Stock as to such distribution, Holders and the
holders of such Parity Stock shall share ratably in any such distribution in
proportion to the full accrued and unpaid respective distributions to which they
are entitled.

(c) Residual Distributions. After payment of the full amount of the
Liquidation Preference, including an amount equal to any accrued and unpaid
dividends, to which they are entitled, Holders will have no right or claim to
any of the remaining assets of the Corporation (or proceeds thereof).

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For
purposes of this Section 12, the merger or consolidation of the Corporation with
or into any other corporation or other entity, or the sale, lease or exchange
(for cash, securities or other property) of all or

substantially all of the assets of the Corporation, shall not constitute a
liquidation, dissolution or winding up of the Corporation.

SECTION 13. No Sinking Fund. The Series A Preferred
Stock will not be subject to any mandatory redemption, sinking fund or other
similar provisions. Holders will have no right to require redemption or
repurchase of any shares of Series A Preferred Stock.

SECTION 14. Status of Converted or Repurchased
Shares. Shares of Series A Preferred Stock that are duly converted in
accordance herewith or repurchased or otherwise acquired by the Corporation
shall revert to authorized but unissued shares of Preferred Stock, undesignated
as to series and available for future issuance; provided that any such
cancelled shares of Series A Preferred Stock may be reissued only as shares of
any series of Preferred Stock other than Series A Preferred Stock.

SECTION 15. Voting Rights. (a) General.
Holders shall not have any voting rights in respect of their shares of Series A
Preferred Stock except as set forth below or as otherwise from time to time
required by law or the Charter. Except as provided herein with respect to voting
rights allocated pro rata with other classes or series of Parity Stock
based on the liquidation preference of each such class or series, Holders will
be entitled to one vote for each such share on any matter on which Holders are
entitled to vote, including any action by written consent.

(b) Preferred Directors. Whenever, at any time or times, dividends
payable on the shares of Series A Preferred Stock have not been paid for an
aggregate of six or more quarterly Dividend Periods, whether or not consecutive
(an “Event of Nonpayment“), immediately prior to the next
annual meeting or special meeting of the Corporation153s stockholders, the
authorized number of directors on the Board of Directors shall automatically be
increased by two and the Holders will have the right, with holders of shares of
any one or more other classes or series of outstanding Parity Stock upon which
like voting rights have been conferred and are exercisable at the time, voting
together as a class (and with voting rights allocated pro rata based on
the liquidation preference of each such class or series), to elect two directors
(together, the “Preferred Directors” and each, a
“Preferred Director“) to fill such newly created directorships
at such meeting of the Corporation153s stockholders and at each subsequent annual
meeting or special meeting of the Corporation153s stockholders until all accrued
and unpaid dividends have been paid in full or fully set aside for payment on
Series A Preferred Stock, at which time such right will terminate, except as
otherwise provided herein or expressly provided by law, subject to revesting in
the event of each and every Event of Nonpayment; provided that it will
be a qualification for election for any Preferred Director that the election of
such Preferred Director will not cause the Corporation to violate any corporate
governance requirements of any securities exchange or other trading facility on
which the Corporation153s securities may then be listed or traded that listed or
traded companies, including that the Corporation have a majority of independent
directors.

Upon any termination of the right set forth in the immediately preceding
paragraph, the Preferred Directors shall cease to be qualified as directors, the
term of office of all Preferred Directors then in office shall terminate
immediately and the authorized number of directors shall be reduced by the
number of Preferred Directors elected as described above.

Any Preferred Director may be removed at any time, with or without cause, and
any vacancy created thereby may be filled, only at a meeting of the
Corporation153s stockholders at which this is a permitted action by the
affirmative vote of the Holders of a majority in voting power of the shares of
Series A Preferred Stock at the time outstanding voting separately as a class
together with the holders of shares of Parity Stock upon which like voting
rights have been conferred and are exercisable at the time (and with voting
rights allocated pro rata based on the liquidation preference of each
such class or series), to the extent the voting rights of such Holders described
above are then exercisable. If the office of any Preferred Director becomes
vacant for any reason other than removal from office as described above, the
remaining Preferred Director may choose a successor who will hold office for the
unexpired term in respect of which such vacancy occurred.

At any time after the right of Holders to elect Preferred Directors has
become vested and is continuing but a meeting of the Corporation153s stockholders
to elect such Preferred Directors has not yet been held, or if a vacancy shall
exist in the office of any such Preferred Director that has not been filled by
the remaining Preferred Director, the Board of Directors may, but shall not be
required to, call a special meeting of Holders and the holders of any one or
more classes or series of outstanding Parity Stock upon which like voting rights
have been conferred and are exercisable at the time, for the purpose of electing
the Preferred Directors that such Holders and holders are entitled to elect;
provided that in the event the Board of Directors does not call such
special meeting, such election will be held at the next annual meeting. At any
such meeting held for the purpose of electing such Preferred Director or
Preferred Directors, as the case may be, (whether at an annual meeting or
special meeting), the presence in person or by proxy of the Holders and holders
of shares representing at least a majority of the voting power of the Series A
Preferred Stock and any Parity Stock having similar voting rights shall be
required to constitute a quorum of the Series A Preferred Stock and any Parity
Stock having similar voting rights. The affirmative vote of Holders and the
holders of any Parity Stock having similar voting rights constituting a majority
of the voting power of such shares present at such meeting, in person or by
proxy, shall be sufficient to elect any such Preferred Director.

(c) Voting Rights as to Particular Matters. So long as any shares of
Series A Preferred Stock are outstanding, in addition to any other vote or
consent of stockholders required by law or by the Charter, the affirmative vote
or consent of the Holders of at least 66²/3% in voting power of the
shares of Series A Preferred Stock at the time outstanding and all other Parity
Stock having similar voting rights that are exercisable at the time, voting
together as a single class (and with voting rights allocated pro rata
based on the liquidation preference of each such class or series), given in
person or by proxy, either by vote at any meeting called for such purpose, or by
written consent in lieu of such meeting, shall be necessary for effecting or
validating:

(i) Authorization of Senior Stock. Any amendment or alteration of
the Certificate of Designations or the Charter to authorize or create or
increase the authorized amount of, or any issuance of, any shares of, or any
securities convertible into or exchangeable or exercisable for shares of, any
class or series of capital stock of the Corporation ranking senior to Series A
Preferred Stock with respect to either or both the payment of dividends and/or
the distribution of assets on any liquidation, dissolution or winding up of the
Corporation (“Senior Stock“);

(ii) Amendment of Series A Preferred Stock. Any amendment,
alteration or repeal of any provision of the Certificate of Designations or the
Charter (including, unless no vote on such merger or consolidation is required
by Section 15(c)(iii), any amendment, alteration or repeal by means of a merger,
consolidation or otherwise) so as to adversely affect the rights, preferences,
privileges or voting powers of the Series A Preferred Stock; or

(iii) Share Exchanges, Reclassifications, Mergers and
Consolidations. Any consummation of a binding share exchange, a
reclassification involving the Series A Preferred Stock, or a merger or
consolidation of the Corporation with or into another corporation or other
entity, unless in each case (x) the Series A Preferred Stock remains outstanding
or, in the case of any such merger or consolidation with respect to which the
Corporation is not the surviving or resulting entity, is converted into or
exchanged for preference securities of the surviving or resulting entity or its
ultimate parent, and (y) the Series A Preferred Stock remaining outstanding or
such new preference securities, as the case may be, have such rights,
preferences, privileges and voting powers, and limitations and restrictions
thereof, taken as a whole, as are not materially less favorable to the holders
thereof than the rights, preferences, privileges and voting powers, and
limitations and restrictions thereof, of Series A Preferred Stock immediately
prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section
15(c), the creation and issuance, or an increase in the authorized or issued
amount, whether pursuant to preemptive or similar rights or otherwise, of any
series of Preferred Stock, or any securities convertible into or exchangeable or
exercisable for any other series of Preferred Stock (including the Series A
Preferred Stock), ranking equally with and/or junior to Series A Preferred Stock
with respect to the payment of dividends (whether such dividends are cumulative
or non-cumulative) and the distribution of assets upon liquidation, dissolution
or winding up of the Corporation shall not be deemed to adversely affect the
rights, preferences, privileges or voting powers, and shall not require the
affirmative vote or consent of, the Holders.

(d) Procedures for Voting and Consents. The rules and procedures for
calling and conducting any meeting of Holders (including, without limitation,
the fixing of a record date in connection therewith), the solicitation and use
of proxies at such a meeting, the obtaining of written consents and any other
aspect or matter with regard to such a meeting or such consents shall be
governed by any rules the Board of Directors, in its discretion, may adopt from
time to time, which rules and procedures shall conform to the requirements of
the Charter, the Bylaws, applicable law and the rules of any national securities
exchange or other trading facility on which the Series A Preferred Stock is
listed or traded at the time.

SECTION 16. Record Holders. To the fullest extent
permitted by applicable law, the Corporation and the Transfer Agent may deem and
treat the Record Holder of any share of Series A Preferred Stock as the
absolute, true and lawful owner thereof for all purposes, including, without
limitation, for purposes of making payment and settling conversions, to the
fullest extent permitted by law and neither the Corporation nor the Transfer
Agent shall be affected by any notice to the contrary.

SECTION 17. Notices. All notices or communications
in respect of Series A Preferred Stock shall be sufficiently given if given in
writing and delivered in person or by first class mail, postage prepaid, or if
given in such other manner as may be permitted in this Certificate of
Designations, the Charter, the Bylaws or by applicable law. Notwithstanding the
foregoing, if shares of Series A Preferred Stock are issued in book-entry form
through DTC or any similar facility, such notices may be given to the Holders in
any manner permitted by such facility.

SECTION 18. No Preemptive Rights; No Redemption
Right. No share of Series A Preferred Stock or share of common stock issued
upon conversion of the Series A Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities, or such warrants, rights or options, may be designated, issued or
granted. The Series A Preferred Stock are not redeemable.

SECTION 19. Replacement Stock Certificates. (a) If
physical certificates are issued, and any of the Series A Preferred Stock
certificates shall be mutilated, lost, stolen or destroyed, the Corporation
shall, at the expense of the Holder thereof, issue, in exchange and in
substitution for and upon cancellation of the mutilated Series A Preferred Stock
certificate, or in lieu of and substitution for the lost, stolen or destroyed
Series A Preferred Stock certificate, a new Series A Preferred Stock certificate
of like tenor and representing an equivalent amount of shares of Series A
Preferred Stock, but only upon receipt of evidence of such loss, theft or
destruction of such Series A Preferred Stock certificate and indemnity, if
requested, satisfactory to the Corporation and the Transfer Agent.

(b) The Corporation is not required to issue any certificate representing the
Series A Preferred Stock on or after the Mandatory Conversion Date. In lieu of
the delivery of a replacement certificate following the Mandatory Conversion
Date, the Transfer Agent, upon delivery of the evidence and indemnity described
in clause (a) above, shall deliver the shares of Common Stock issuable, along
with any other consideration payable or deliverable, pursuant to the terms of
the Series A Preferred Stock formerly evidenced by the certificate.

SECTION 20. Transfer Agent, Registrar, Conversion and
Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar,
conversion and dividend disbursing agent for the Series A Preferred Stock shall
be The Bank of New York Mellon Corporation. The Corporation may, in its sole
discretion, remove the Transfer Agent in accordance with the agreement between
the Corporation and the Transfer Agent; provided that the Corporation
shall appoint a successor transfer agent who shall accept such appointment prior
to the effectiveness of such removal. Upon any such removal or appointment, the
Corporation shall send notice thereof by first-class mail, postage prepaid, to
the Holders.

SECTION 21. Form. (a) The Series A Preferred Stock
shall be issued in the form of one or more permanent global shares of Series A
Preferred Stock in definitive, fully registered form eligible for book-entry
settlement with the global legend (the “Global Shares Legend“)
as set forth on the form of Series A Preferred Stock certificate attached hereto
as Exhibit A (each, a “Global Preferred Share“), which is
hereby incorporated in and expressly made part of this Certificate of
Designations. The Global Preferred Shares may have notations, legends or
endorsements required by law, stock exchange rules, agreements to which the
Corporation is

subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Corporation). The Global Preferred
Shares shall be deposited on behalf of the Holders represented thereby with the
Registrar, at its New York office as custodian for DTC (the
“Depositary“), and registered in the name of the Depositary or
a nominee of the Depositary, duly executed by the Corporation and countersigned
and registered by the Registrar as hereinafter provided. The aggregate number of
shares represented by each Global Preferred Share may from time to time be
increased or decreased by adjustments made on the records of the Registrar and
the Depositary or its nominee as hereinafter provided.

This Section 21(a) shall apply only to a Global Preferred Share deposited
with or on behalf of the Depositary. The Corporation shall execute and the
Registrar shall, in accordance with this Section 21(a), countersign and deliver
any Global Preferred Shares that (i) shall be registered in the name of Cede
& Co. or other nominee of the Depositary and (ii) shall be delivered by the
Registrar to Cede & Co. or pursuant to instructions received from Cede &
Co. or held by the Registrar as custodian for the Depositary pursuant to an
agreement between the Depositary and the Registrar. Members of, or participants
in, the Depositary (“Agent Members“) shall have no rights under
this Certificate of Designations with respect to any Global Preferred Share held
on their behalf by the Depositary or by the Registrar as the custodian of the
Depositary, or under such Global Preferred Share, and the Depositary may be
treated by the Corporation, the Registrar and any agent of the Corporation or
the Registrar as the absolute owner of such Global Preferred Share for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Corporation, the Registrar or any agent of the Corporation or the Registrar
from giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its Agent
Members, the operation of customary practices of the Depositary governing the
exercise of the rights of a holder of a beneficial interest in any Global
Preferred Share. The Holder of the Global Preferred Shares may grant proxies or
otherwise authorize any Person to take any action that a Holder is entitled to
take pursuant to the Global Preferred Shares, this Certificate of Designations
or the Charter.

Owners of beneficial interests in Global Preferred Shares shall not be
entitled to receive physical delivery of certificated shares of Series A
Preferred Stock, unless (x) the Depositary notifies the Corporation that it is
unwilling or unable to continue as Depositary for the Global Preferred Shares
and the Corporation does not appoint a qualified replacement for the Depositary
within 90 days or (y) the Depositary ceases to be a “clearing agency” registered
under the Exchange Act and the Corporation does not appoint a qualified
replacement for the Depositary within 90 days. In any such case, the Global
Preferred Shares shall be exchanged in whole for definitive stock certificates
that are not issued in global form, with the same terms and of an equal
aggregate Liquidation Preference, and such definitive stock certificates shall
be registered in the name or names of the Person or Persons specified by the
Depositary in a written instrument to the Registrar.

(b) Signature. Two Officers permitted by applicable law shall sign
each Global Preferred Share for the Corporation, in accordance with the
Corporation153s Bylaws and applicable law, by manual or facsimile signature. If an
Officer whose signature is on a Global Preferred Share no longer holds that
office at the time the Registrar countersigned such Global Preferred Share, such
Global Preferred Share shall be valid nevertheless. A Global Preferred Share
shall

not be valid until an authorized signatory of the Registrar manually
countersigns such Global Preferred Share. Each Global Preferred Share shall be
dated the date of its countersignature. The foregoing paragraph shall likewise
apply to any certificate representing shares of Series A Preferred Stock.

SECTION 22. Stock Transfer and Stamp Taxes. The
Corporation shall pay any and all stock transfer and documentary stamp taxes
that may be payable in respect of any issuance or delivery of shares of Series A
Preferred Stock or shares of Common Stock or other securities issued on account
of Series A Preferred Stock pursuant hereto or certificates representing such
shares or securities. The Corporation shall not, however, be required to pay any
such tax that may be payable in respect of any transfer involved in the issuance
or delivery of shares of Series A Preferred Stock or Common Stock or other
securities in a name other than that in which the shares of Series A Preferred
Stock with respect to which such shares or other securities are issued or
delivered were registered, or in respect of any payment to any Person other than
a payment to the Holder thereof, and shall not be required to make any such
issuance, delivery or payment unless and until the Person otherwise entitled to
such issuance, delivery or payment has paid to the Corporation the amount of any
such tax or has established, to the satisfaction of the Corporation, that such
tax has been paid or is not payable.

SECTION 23. Listing. The Corporation hereby
covenants and agrees that, if its listing application for the Series A Preferred
Stock is approved, upon such listing, the Corporation shall use its reasonable
best efforts to keep the Series A Preferred Stock listed on the New York Stock
Exchange.

If the Global Preferred Share or Global Preferred Shares, as the case may be,
or the Series A Preferred Stock represented thereby shall be listed on the New
York Stock Exchange or any other stock exchange, the Depositary may, with the
written approval of the Corporation, appoint a registrar (acceptable to the
Corporation) for registration of such Global Preferred Share or Global Preferred
Shares, as the case may be, or the Series A Preferred Stock represented thereby
in accordance with the requirements of such exchange. Such registrar (which may
be the Registrar if so permitted by the requirements of such exchange) may be
removed and a substitute registrar appointed by the Registrar upon the request
or with the written approval of the Corporation. If the Global Preferred Share
or Global Preferred Shares, as the case may be or the Series A Preferred Stock
represented thereby are listed on one or more other stock exchanges, the
Registrar will, at the request and expense of the Corporation, arrange such
facilities for the delivery, transfer, surrender and exchange of such Global
Preferred Share or Global Preferred Shares, as the case may be, or the Series A
Preferred Stock represented thereby as may be required by law or applicable
stock exchange regulations.

The Mandatory Convertible Preferred Stock will, with respect to dividend
rights or rights upon the liquidation, winding-up or dissolution of the
Corporation rank (i) senior to any Junior Stock, (ii) on parity with any Parity
Stock and (iii) junior to any Senior Stock and the Corporation153s existing and
future indebtedness (including trade payables).

SECTION 24. Other Rights. The shares of Series A
Preferred Stock shall not have any rights, preferences, privileges or voting
powers or relative, participating, optional or other special

rights, or qualifications, limitations or restrictions thereof, other than as
set forth herein or in the Charter or as provided by applicable law.

[Remainder of Page Left Blank Intentionally.]

IN WITNESS WHEREOF, Unisys Corporation has caused this Certificate of
Designations to be signed by Nancy Straus Sundheim, its authorized signatory,
this 28^th day of February, 2011.


UNISYS CORPORATION

By:		/s/ Nancy Straus Sundheim
		Name: Nancy Straus Sundheim
		Title: Senior Vice President, General Counsel and Secretary

CERTIFICATE OF DESIGNATIONS SIGNATURE PAGE

Exhibit A

[FORM OF FACE OF 6.25% MANDATORY CONVERTIBLE PREFERRED STOCK,
SERIES A]

[INCLUDE FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC“), TO
THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT
WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES
AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


Certificate Number [ ]		[Initial] Number of Shares of Series A
		Preferred Stock [ ]

		CUSIP [ ]
		ISIN [ ]

UNISYS CORPORATION

6.25% Mandatory Convertible Preferred Stock, Series A

(par value $1.00 per share)

(initial liquidation preference $100 per share)

UNISYS CORPORATION, a Delaware corporation (the
“Corporation“), hereby certifies that [ ] / [Cede &
Co.] (the “Holder“), is the registered owner of [ (
)] / [the number shown on Schedule I hereto of] fully paid and
non-assessable shares of the Corporation153s designated 6.25% Mandatory
Convertible Preferred Stock, Series A, with a par value of $1.00 per share and
an initial liquidation preference of $100 per share (the “Series A
Preferred Stock“). The shares of Series A Preferred Stock are
transferable on the books and records of the Registrar, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Series A Preferred Stock
represented hereby are, and shall in all respects be. subject to the provisions
of the Certificate of Designations, Preferences and Rights dated February 28,
2011 as the same may be amended from time to time (the “Certificate of
Designations“). Capitalized terms used herein but not defined shall
have the meaning given them in the Certificate of Designations. The Corporation
will provide a copy of the Certificate of Designations to a Holder without
charge upon written request to the Corporation at its principal place of
business.

Reference is hereby made to select provisions of the Series A Preferred Stock
set forth on the reverse hereof, and to the Certificate of Designations, which
select provisions and the Certificate of Designations shall for all purposes
have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the
Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned this share certificate
representing the shares of Series A Preferred Stock, such shares of Series A
Preferred Stock shall not be entitled to any benefit under the Certificate of
Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the
Corporation by two Officers of the Corporation this [ ].


UNISYS CORPORATION

By:
		Name:
		Title:

By:
		Name:
		Title:

REGISTRAR153S COUNTERSIGNATURE

These are shares of Series A Preferred Stock referred to in the
within-mentioned Certificate of Designations.

Dated: [ ]


THE BANK OF NEW YORK MELLON, as Registrar

By:
		Name:
		Title:

[FORM OF REVERSE OF CERTIFICATE FOR SERIES A PREFERRED STOCK]

Cumulative dividends on each share of Series A Preferred Stock shall be
payable subject to the terms and conditions of, in the manner and at the
applicable rate provided in the Certificate of Designations.

The shares of Series A Preferred Stock shall be convertible into shares of
common stock, par value $0.01 per share, of the Corporation (the “Common Stock”)
or units of Exchange Property, as the case may be, in the manner and in
accordance with the terms set forth in the Certificate of Designations.

The Corporation shall furnish without charge to each holder who so requests a
summary of the authority of the board of directors to determine variations for
future series within a class of stock and the designations, limitations,
preferences and relative, participating, optional or other special rights of
each class or series of share capital issued by the Corporation and the
qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
Series A Preferred Stock evidenced hereby to:

(Insert assignee153s social security or taxpayer identification,
if any)

(Insert address and zip code of assignee)

(Insert assignee153s social security or taxpayer identification,
if any)

and irrevocably appoints:

as agent to transfer the shares of Series A Preferred Stock evidenced hereby
on the books of the Transfer Agent. The agent may substitute another to act for
him or her.


Date:

Signature:


(Sign exactly as your name appears on the other side of this Certificate)



Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is
a bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Transfer Agent, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program
(“STAMP“) or such other “signature guarantee program” as may be
determined by the Transfer Agent in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.)

Schedule I¹

Unisys Corporation

Global Preferred Share

6.25% Mandatory Convertible Preferred Stock, Series A

Certificate Number: [ ]

The number of shares of Series A Preferred Stock initially represented by
this Global Preferred Share shall be . Thereafter the Transfer Agent and
Registrar shall note changes in the number of shares of Series A Preferred Stock
evidenced by this Global Preferred Share in the table set forth below:

Amount of Decrease

in Number of Shares

Represented by this

Global Preferred

Amount of Increase

in Number of Shares

Represented by this

Global Preferred

Number of Shares

Represented by this

Global Preferred

Share following

Decrease or

Increase

Signature of

Authorized Officer

of Transfer Agent

and Registrar

¹	Attach Schedule I only to Global Preferred Shares.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.