{"id":40901,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-designations-preferences-and-rights-preferred.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-designations-preferences-and-rights-preferred","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/certificate-of-designations-preferences-and-rights-preferred.html","title":{"rendered":"Certificate of Designations, Preferences and Rights – Preferred Stock – Unisys Corp."},"content":{"rendered":"

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
\n<\/strong><\/p>\n

OF <\/strong><\/p>\n

6.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A
\n<\/strong><\/p>\n

OF <\/strong><\/p>\n

UNISYS CORPORATION <\/strong><\/p>\n

UNISYS CORPORATION, a corporation organized and existing under the laws of
\nthe State of Delaware (the “Corporation<\/strong>“), in accordance with
\nthe provisions of Sections 103 and 151 of the General Corporation Law of the
\nState of Delaware, does hereby certify that pursuant to the provisions of the
\nrestated certificate of incorporation, including Article IV thereof, of the
\nCorporation, the bylaws of the Corporation and applicable law, the board of
\ndirectors of the Corporation authorized the issuance and sale by the Corporation
\nof shares of its Preferred Stock (as defined herein) which are convertible into
\nshares of its Common Stock (as defined herein) and authorized the formation of a
\nPreferred Stock Committee of the board of directors (the “Preferred
\nStock Committee<\/strong>“) to approve the number of shares and the terms,
\npreferences and rights of such Preferred Stock, and pursuant to the
\nauthorization by the board of directors of the Corporation and in accordance
\nwith the authority conferred upon the Preferred Stock Committee pursuant to
\nSection 141(c) of the General Corporation Law of the State of Delaware, the
\nPreferred Stock Committee so approved the number of shares and the terms,
\npreferences and rights of such Preferred Stock and authorized any officer at the
\nlevel of elected Vice President or above and the Treasurer of the Corporation
\n(each, an “Authorized Officer<\/strong>“, and collectively, the
\n“Authorized Officers<\/strong>“) to execute and file, or cause to be
\nfiled, on behalf of the Corporation, a Certificate of Designations reflecting
\nthe terms of a series of shares of Preferred Stock of the Corporation designated
\nas the “6.25% Mandatory Convertible Preferred Stock, Series A” approved by the
\nPreferred Stock Committee, in such form as such Authorized Officer deems
\nappropriate (the execution thereof to be conclusive evidence of such
\ndetermination and approval by such Authorized Officer).<\/p>\n

NOW THEREFORE, a series of Preferred Stock, par value $1.00 per share and
\ninitial liquidation preference of $100 per share, of the Corporation be and
\nhereby is created, and that the designation and number of shares of such series,
\nand the voting and other powers, preferences and relative, participating,
\noptional or other rights, and the qualifications, limitations and restrictions
\nthereof, of the shares of such series, are as follows:<\/p>\n

SECTION 1.<\/strong> Designation and Number of Shares .<\/em>
\nThere is hereby created out of the authorized and unissued shares of Preferred
\nStock of the Corporation a series of Preferred Stock designated as the “6.25%
\nMandatory Convertible Preferred Stock, Series A” (the “Series A
\nPreferred Stock<\/strong>“). The authorized number of shares of Series A
\nPreferred Stock shall be 2,587,500. Each share of Series A Preferred Stock shall
\nbe identical in all respects to every other share of Series A Preferred Stock.\n<\/p>\n

SECTION 2.<\/strong> Definitions.<\/em> As used herein with respect
\nto Series A Preferred Stock:<\/p>\n

(a) “ADRs<\/strong>” shall have the meaning set forth in Section
\n11(e).<\/p>\n

(b) “Agent Members<\/strong>” shall have the meaning set forth in
\nSection 21(a).<\/p>\n

\n

(c) “Applicable Market Value<\/strong>” (i) of the Common Stock means,
\nthe Average VWAP per share of Common Stock for the 20 consecutive Trading Day
\nperiod ending on, and including, the third Trading Day immediately preceding the
\nMandatory Conversion Date and (ii) with respect to any common stock or ADRs
\nincluded in the Exchange Property that are traded on a U.S. national securities
\nexchange as described in Section 11(e) shall be determined as provided in the
\npreceding clause (i) as though a share of such common stock or a single ADR were
\na share of Common Stock, subject to Section 11(c)(i).<\/p>\n

(d) “Authorized Officers<\/strong>” shall have the meaning set forth
\nin the recitals.<\/p>\n

(e) “Average VWAP<\/strong>” means, for any period, the average of the
\nVWAP on each Trading Day in such period.<\/p>\n

(f) “Board of Directors<\/strong>” means the board of directors of the
\nCorporation or, with respect to any action to be taken by such board, any
\ncommittee of such board duly authorized to take such action.<\/p>\n

(g) “Business Day<\/strong>” means any day except Saturday, Sunday and
\nany day on which banking institutions in the State of New York generally are
\nauthorized or required by law or other governmental action to close.<\/p>\n

(h) “Bylaws<\/strong>” means the bylaws of the Corporation, as they
\nmay be amended from time to time.<\/p>\n

(i) “Certificate of Designations<\/strong>” means this Certificate of
\nDesignations, Preferences and Rights of 6.25% Mandatory Convertible Preferred
\nStock, Series A, as it may be amended from time to time.<\/p>\n

(j) “Charter<\/strong>” means the Corporation153s Restated Certificate
\nof Incorporation, as it may be amended from time to time.<\/p>\n

(k) “Clause A Distribution<\/strong>” shall have the meaning set forth
\nin Section 11(a)(iii).<\/p>\n

(l) “Clause B Distribution<\/strong>” shall have the meaning set forth
\nin Section 11(a)(iii).<\/p>\n

(m) “Clause C Distribution<\/strong>” shall have the meaning set forth
\nin Section 11(a)(iii).<\/p>\n

(n) “Common Stock<\/strong>” means the common stock, par value $0.01
\nper share, of the Corporation.<\/p>\n

(o) “Conversion Date<\/strong>” shall have the meaning set forth in
\nSection 8(a).<\/p>\n

(p) “Conversion Rate<\/strong>” shall be, per share of Series A
\nPreferred Stock (excluding shares of Common Stock, if any, issued in respect of
\naccrued and unpaid dividends pursuant to Section 4(b)), as follows, subject to
\nadjustment pursuant to Section 11:<\/p>\n

(i) if the Applicable Market Value of the Common Stock is equal to or greater
\nthan $45.66 (the “Threshold Appreciation Price<\/strong>“), then the
\nConversion Rate<\/p>\n

2<\/p>\n

\n

shall be 2.1899 shares of Common Stock per share of Series A Preferred Stock
\n(the “Minimum Conversion Rate<\/strong>“);<\/p>\n

(ii) if the Applicable Market Value of the Common Stock is less than the
\nThreshold Appreciation Price but greater than $37.43 (the “Initial
\nPrice<\/strong>“), then the Conversion Rate shall be $100 divided by<\/em>
\nthe Applicable Market Value of the Common Stock; or<\/p>\n

(iii) if the Applicable Market Value of the Common Stock is less than or
\nequal to the Initial Price, then the Conversion Rate shall be 2.6717 shares of
\nCommon Stock per share of Series A Preferred Stock (the “Maximum
\nConversion Rate<\/strong>“).<\/p>\n

(q) “Corporate Trust Office<\/strong>” means the principal corporate
\ntrust office of the Transfer Agent at which, at any particular time, its
\ncorporate trust business shall be administered.<\/p>\n

(r) “Corporation<\/strong>” shall have the meaning set forth in the
\nrecitals.<\/p>\n

(s) “Depositary<\/strong>” shall have the meaning set forth in Section
\n21(a).<\/p>\n

(t) “Dividend Payment Date<\/strong>” means March 1, June 1, September
\n1 and December 1 of each year, commencing on, and including, June 1, 2011 and
\nending on, and including, the Mandatory Conversion Date.<\/p>\n

(u) “Dividend Period<\/strong>” means the period commencing on, and
\nincluding, a Dividend Payment Date (or if no Dividend Payment Date has occurred,
\ncommencing on, and including, the Issue Date), and ending on, and including, the
\nday immediately preceding the next succeeding Dividend Payment Date.<\/p>\n

(v) “Dividend Reference Period<\/strong>” means:<\/p>\n

(i) in the case of a payment of dividends upon Mandatory Conversion, the five
\nconsecutive Trading Days ending on, and including, the second Trading Day
\nimmediately preceding the Mandatory Conversion Date;<\/p>\n

(ii) in the case of a payment of dividends upon an Optional Conversion, the
\nfive consecutive Trading Days commencing on, and including, the third Trading
\nDay immediately following the date on which the Corporation receives a notice of
\nconversion from the applicable Holder; and<\/p>\n

(iii) in the case of a payment of dividends upon a Fundamental Change
\nConversion, the five consecutive Trading Days ending on, and including, the
\nTrading Day immediately preceding the Effective Date of the applicable
\nFundamental Change.<\/p>\n

(w) “DTC<\/strong>” means The Depository Trust Company.<\/p>\n

(x) “Effective Date<\/strong>” means, with respect to a Fundamental
\nChange, the date upon which such Fundamental Change becomes effective.<\/p>\n

3<\/p>\n

\n

(y) “Event of Nonpayment<\/strong>” shall have the meaning set forth
\nin Section 15(b).<\/p>\n

(z) “Ex-Dividend Date<\/strong>” means the first date on which the
\nshares of Common Stock trade on the applicable exchange or in the applicable
\nmarket, regular way, without the right to receive the issuance or distribution
\nin question or, if applicable, from the seller of such Common Stock (in the form
\nof due bills or otherwise) as determined by such exchange or market.<\/p>\n

(aa) “Exchange Act<\/strong>” means the Securities Exchange Act of
\n1934, as amended, and the rules and regulations promulgated thereunder.<\/p>\n

(bb) “Exchange Property<\/strong>” shall have the meaning set forth in
\nSection 11(e).<\/p>\n

(cc) “Expiration Date<\/strong>” shall have the meaning set forth in
\nSection 11(a)(v).<\/p>\n

(dd) “Expiration Time<\/strong>” shall have the meaning set forth in
\nSection 11(a)(v).<\/p>\n

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

(ff) “Fixed Conversion Rates<\/strong>” means, collectively, the
\nMaximum Conversion Rate and the Minimum Conversion Rate.<\/p>\n

(gg) “Fundamental Change<\/strong>” shall be deemed to have occurred
\nif any of the following occurs:<\/p>\n

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange
\nAct has become the direct or indirect “beneficial owner,” as defined in Rule
\n13d-3 under the Exchange Act, of Common Stock representing more than 50% of the
\nvoting power of the Common Stock;<\/p>\n

(ii) the Corporation consolidates with or merges into any other Person, or
\nanother Person merges into the Corporation, or any other similar transaction or
\nseries of related transactions pursuant to which the Common Stock will be
\nconverted into cash, securities or other property or the Corporation sells,
\nleases or transfers in one transaction or a series of related transactions all
\nor substantially all of the property and assets of the Corporation and its
\nSubsidiaries; provided<\/em>, however<\/em>, that a Fundamental Change
\nwill not be deemed to have occurred if at least 90% of the consideration
\nreceived by holders of the Common Stock in the transaction or transactions
\nconsists of shares of common stock that are listed on the New York Stock
\nExchange, the NASDAQ Global Select Market or the NASDAQ Global Market;<\/p>\n

(iii) the Common Stock (or any other security into which the Series A
\nPreferred Stock becomes convertible in connection with a Reorganization Event)
\nceases<\/p>\n

4<\/p>\n

\n

to be listed or quoted on the New York Stock Exchange, the NASDAQ Global
\nSelect Market or the NASDAQ Global Market; or<\/p>\n

(iv) the stockholders of the Corporation approve any plan for the
\nliquidation, dissolution or termination of the Corporation.<\/p>\n

(hh) “Fundamental Change Company Notice<\/strong>” shall have the
\nmeaning set forth in Section 7(c).<\/p>\n

(ii) “Fundamental Change Conversion<\/strong>” shall have the meaning
\nset forth in Section 7(a).<\/p>\n

(jj) “Fundamental Change Conversion Date<\/strong>” shall have the
\nmeaning set forth in Section 8(f).<\/p>\n

(kk) “Fundamental Change Conversion Period<\/strong>” shall have the
\nmeaning set forth in Section 7(a).<\/p>\n

(ll) “Fundamental Change Conversion Rate<\/strong>” means, for any
\nFundamental Change Conversion, a number of shares of Common Stock (or, if
\napplicable, units of Exchange Property) determined using the table below based
\non the applicable Effective Date and Stock Price paid (or deemed paid) per share
\nof Common Stock in such Fundamental Change, as set forth below. Notwithstanding
\nthe fact that certain Fundamental Change Conversion Rates set forth in the table
\nexceed the Share Cap, in no event shall the number of shares of Common Stock
\nissued upon conversion pursuant to Section 7, including any shares of Common
\nStock delivered in connection with any dividend payment, exceed a number per
\nshare of Series A Preferred Stock equal to the Share Cap.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Stock Price<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Effective Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$5.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$15.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$20.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$30.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$35.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$37.43<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$45.66<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$50.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$55.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$60.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$70.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$80.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$90.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

$100.00<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

February 28, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6.028<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.667<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.290<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.853<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.722<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.673<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.552<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.509<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.471<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.442<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.402<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.376<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.357<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.342<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

June 1, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5.776<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.601<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.248<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.826<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.699<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.650<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.532<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.490<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.453<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.426<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.388<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.363<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.346<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.332<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

September 1, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5.518<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.532<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.205<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.801<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.675<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.627<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.511<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.470<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.435<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.408<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.373<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.350<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.334<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.321<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

December 1, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5.255<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.462<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.161<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.775<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.652<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.605<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.490<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.450<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.416<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.391<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.357<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.337<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.322<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.311<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

March 1, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4.988<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.389<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.117<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.751<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.630<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.583<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.469<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.430<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.397<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.373<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.342<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.323<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.309<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.299<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

June 1, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4.716<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.313<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.074<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.729<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.609<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.562<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.448<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.409<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.377<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.354<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.326<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.309<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.297<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.288<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

September 1, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4.439<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.235<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.029<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.708<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.589<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.542<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.427<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.388<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.357<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.335<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.309<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.294<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.284<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.275<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

December 1, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4.157<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.152<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.982<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.691<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.572<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.523<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.406<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.367<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.336<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.316<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.292<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.279<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.270<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.263<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

March 1, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3.869<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

3.064<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.933<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.677<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.557<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.507<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.384<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.344<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.314<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.295<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.274<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.263<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.255<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.249<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

June 1, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3.578<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.972<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.880<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.669<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.550<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.496<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.362<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.320<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.290<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.272<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.254<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.246<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.240<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.235<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

September 1, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3.281<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.875<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.819<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.671<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.553<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.494<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.339<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.293<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.262<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.247<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.234<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.228<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.224<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.221<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

December 1, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2.979<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.774<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.748<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.682<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.579<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.512<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.310<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.255<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.228<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.218<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.212<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.209<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.207<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.205<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

March 1, 2014<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.672<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

2.190<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The exact Stock Price and Effective Date may not be set forth in the table,
\nin which case:<\/p>\n

(i) if the Stock Price is between two Stock Price amounts on the table or the
\nEffective Date is between two dates on the table, the Fundamental Change
\nConversion Rate shall be determined by straight-line interpolation between the
\nFundamental Change<\/p>\n

5<\/p>\n

\n

Conversion Rates set forth for the higher and lower Stock Price amounts and
\nthe two dates, as applicable, based on a 365-day year;<\/p>\n

(ii) if the Stock Price is greater than $100.00 per share (subject to
\nadjustment in the same manner as the Stock Prices set forth in the column
\nheadings of the table above pursuant to the immediately succeeding paragraph),
\nthen the Fundamental Change Conversion Rate shall be the Minimum Conversion
\nRate, subject to adjustment pursuant to Section 11; and<\/p>\n

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

The Stock Prices set forth in the first row of the table (i.e.<\/em>, the
\ncolumn headers) shall be adjusted as of any date on which the Fixed Conversion
\nRates are adjusted. The adjusted Stock Prices shall equal the Stock Prices
\napplicable immediately prior to such adjustment multiplied by<\/em> a
\nfraction, the numerator of which is the Minimum Conversion Rate immediately
\nprior to the adjustment giving rise to the Stock Price adjustment and the
\ndenominator of which is the Minimum Conversion Rate as so adjusted. Each of the
\nFundamental Change Conversion Rates in the table shall be subject to adjustment
\nin the same manner as each Fixed Conversion Rate pursuant to Section 11.<\/p>\n

(mm) “Global Preferred Share<\/strong>” shall have the meaning set
\nforth in Section 21(a).<\/p>\n

(nn) “Global Shares Legend<\/strong>” shall have the meaning set forth
\nin Section 21(a).<\/p>\n

(oo) “Holder<\/strong>” means the Person in whose name shares of the
\nSeries A Preferred Stock are registered.<\/p>\n

(pp) “Initial Liquidation Preference<\/strong>” means $100 per share
\nof Series A Preferred Stock.<\/p>\n

(qq) “Initial Price<\/strong>” shall have the meaning set forth in the
\ndefinition of Conversion Rate.<\/p>\n

(rr) “Issue Date<\/strong>” shall mean February 28, 2011, which is the
\noriginal issue date of the Series A Preferred Stock.<\/p>\n

(ss) “Junior Stock<\/strong>” means the Common Stock and, if issued,
\nthe junior participating preferred stock of the Corporation, par value $1.00 per
\nshare, and each other class of capital stock or series of Preferred Stock of the
\nCorporation established after the Issue Date, the terms of which do not
\nexpressly provide that such class or series ranks senior to, or on a parity
\nwith, the Series A Preferred Stock as to dividend rights and\/or rights upon
\nliquidation, dissolution or winding up of the Corporation.<\/p>\n

6<\/p>\n

\n

(tt) “Liquidation Preference<\/strong>” has the meaning set forth in
\nSection 12(a).<\/p>\n

(uu) “Mandatory Conversion<\/strong>” means a conversion pursuant to
\nSection 5.<\/p>\n

(vv) “Mandatory Conversion Date<\/strong>” means March 1, 2014.<\/p>\n

(ww) “Market Disruption Event<\/strong>” means any of the following
\nevents has occurred:<\/p>\n

(i) any suspension of, or limitation imposed on, trading by the relevant
\nexchange or quotation system during any period or periods aggregating one
\nhalf-hour or longer and whether by reason of movements in price exceeding limits
\npermitted by the relevant exchange or quotation system or otherwise relating to
\nthe Common Stock (or any other security into which the Series A Preferred Stock
\nbecomes convertible in connection with any Reorganization Event) or in futures
\nor option contracts relating to the Common Stock (or such other security) on the
\nrelevant exchange or quotation system;<\/p>\n

(ii) any event (other than a failure to open or a closure as described below)
\nthat disrupts or impairs the ability of market participants during any period or
\nperiods aggregating one half-hour or longer in general to effect transactions
\nin, or obtain market values for, the Common Stock (or any other security into
\nwhich the Series A Preferred Stock becomes convertible in connection with any
\nReorganization Event) on the relevant exchange or quotation system or futures or
\noptions contracts relating to the Common Stock (or such other security) on any
\nrelevant exchange or quotation system; or<\/p>\n

(iii) the failure to open of the exchange or quotation system on which
\nfutures or options contracts relating to the Common Stock (or any other security
\ninto which the Series A Preferred Stock becomes convertible in connection with
\nany Reorganization Event) are traded or the closure of such exchange or
\nquotation system prior to its respective scheduled closing time for the regular
\ntrading session on such day (without regard to after-hours or other trading
\noutside the regular trading session hours) unless such earlier closing time is
\nannounced by such exchange or quotation system at least one hour prior to the
\nearlier of the actual closing time for the regular trading session on such day
\nand the submission deadline for orders to be entered into such exchange or
\nquotation system for execution at the actual closing time on such day.<\/p>\n

For purposes of this definition of “Market Disruption Event,” the relevant
\nexchange or quotation system will be the New York Stock Exchange;
\nprovided<\/em> that if the Common Stock (or any other security into which the
\nSeries A Preferred Stock becomes convertible in connection with any
\nReorganization Event) is not listed on the New York Stock Exchange, the relevant
\nexchange or quotation system will be the principal national securities exchange
\non which the Common Stock (or such other security) is listed for trading.<\/p>\n

(xx) “Maximum Conversion Rate<\/strong>” shall have the meaning set
\nforth in the definition of Conversion Rate.<\/p>\n

(yy) “Minimum Conversion Rate<\/strong>” shall have the meaning set
\nforth in the definition of Conversion Rate.<\/p>\n

7<\/p>\n

\n

(zz) “Minimum Stock Price<\/strong>” shall have the meaning set forth
\nin the definition of Fundamental Change Conversion Rate.<\/p>\n

(aaa) “Non-U.S. Holder<\/strong>” means a Holder that is not treated
\nas a United States person for U.S. federal income tax purposes as defined under
\nSection 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time
\nto time.<\/p>\n

(bbb) “Officer<\/strong>” means the Chairman of the Board of
\nDirectors, the Chief Executive Officer, the President, the Chief Operating
\nOfficer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
\nthe Controller, the Secretary or any Vice President of the Corporation.<\/p>\n

(ccc) “Officers153 Certificate<\/strong>” means a certificate of the
\nCorporation that is signed on behalf of the Corporation by two duly authorized
\nOfficers, one of whom must be the principal executive officer, the principal
\nfinancial officer, the treasurer or the principal accounting officer of the
\nCorporation.<\/p>\n

(ddd) “Optional Conversion<\/strong>” shall have the meaning set forth
\nin Section 6(a).<\/p>\n

(eee) “Optional Conversion Date<\/strong>” shall have the meaning set
\nforth in Section 8(f).<\/p>\n

(fff) “Parity Stock<\/strong>” means any class of capital stock or
\nseries of Preferred Stock of the Corporation established after the Issue Date,
\nthe terms of which expressly provide that such class or series will rank equally
\nwith the Series A Preferred Stock as to dividend rights and\/or rights upon
\nliquidation, dissolution or winding up of the Corporation, in each case without
\nregard to whether dividends accrue cumulatively or non-cumulatively.<\/p>\n

(ggg) “Person<\/strong>” means a legal person, including any
\nindividual, corporation, estate, partnership, joint venture, association,
\njoint-stock company, limited liability company or trust.<\/p>\n

(hhh) “Preferred Director<\/strong>” or “Preferred
\nDirectors<\/strong>” shall have the meaning set forth in Section 15(b).<\/p>\n

(iii) “Preferred Stock<\/strong>” means any and all series of
\npreferred stock of the Corporation, including, without limitation, the Series A
\nPreferred Stock.<\/p>\n

(jjj) “Preferred Stock Committee<\/strong>” shall have the meaning set
\nforth in the recitals.<\/p>\n

(kkk) “Purchased Shares<\/strong>” shall have the meaning set forth in
\nSection 11(a)(v).<\/p>\n

(lll) “Record Date<\/strong>” means, for purposes of a Fixed
\nConversion Rate adjustment pursuant to Section 11, with respect to any dividend,
\ndistribution or other transaction or event in which the holders of Common Stock
\nhave the right to receive any cash, securities or other property or in which the
\nCommon Stock (or other applicable security) is exchanged for or converted into
\nany combination of cash, securities or other property, the date fixed for
\ndetermination of holders of the Common Stock entitled to receive such cash,
\nsecurities or other property (whether such date is fixed by the Board of
\nDirectors or by statute, contract or otherwise).<\/p>\n

8<\/p>\n

\n

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

(nnn) “Registrar<\/strong>” means the Transfer Agent.<\/p>\n

(ooo) “Regular Record Date<\/strong>” means with respect to payment of
\ndividends on the Series A Preferred Stock, the 15th calendar day of the month
\nimmediately preceding the month in which the relevant Dividend Payment Date
\nfalls or such other record date fixed by the Board of Directors that is not more
\nthan 60 nor less than 10 days prior to such Dividend Payment Date, but only to
\nthe extent a dividend has been declared to be payable on such Dividend Payment
\nDate. The Regular Record Date shall apply regardless of whether such date is a
\nBusiness Day.<\/p>\n

(ppp) “Reorganization Event<\/strong>” shall have the meaning set
\nforth in Section 11(e).<\/p>\n

(qqq) “Scheduled Trading Day<\/strong>” means a day that is scheduled
\nto be a Trading Day, except that if the Common Stock is not listed on a national
\nsecurities exchange, “Scheduled Trading Day<\/strong>” means a Business
\nDay.<\/p>\n

(rrr) “Senior Stock<\/strong>” shall have the meaning set forth in
\nSection 15(c)(i).<\/p>\n

(sss) “Series A Preferred Stock<\/strong>” shall have the meaning set
\nforth in Section 1.<\/p>\n

(ttt) “Share Cap<\/strong>” shall have the meaning set forth in
\nSection 4(f).<\/p>\n

(uuu) “Share Dilution Amount<\/strong>” means the increase in the
\nnumber of diluted shares outstanding (determined in accordance with generally
\naccepted accounting principles in the United States, and as measured from the
\ndate of the Corporation153s consolidated financial statements most recently filed
\nwith the Securities and Exchange Commission prior to the Issue Date) resulting
\nfrom the grant, vesting or exercise of equity-based compensation to employees
\nand directors and equitably adjusted for any stock split, stock dividend,
\nreverse stock split, reclassification or similar transaction.<\/p>\n

(vvv) “Spin-Off<\/strong>” shall have the meaning set forth in Section
\n11(a)(iii).<\/p>\n

(www) “Stock Price<\/strong>” means:<\/p>\n

(i) in the case of a Fundamental Change described in clause (ii) of the
\ndefinition of Fundamental Change in which the holders of Common Stock receive
\nonly cash in the Fundamental Change, the cash amount paid per share of Common
\nStock; and<\/p>\n

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

(xxx) “Subsidiary<\/strong>” means, with respect to the Corporation or
\nany other Person, any corporation, association, partnership or other business
\nentity of which more than 50% of the total<\/p>\n

9<\/p>\n

\n

voting power of shares of capital stock or other interests (including
\npartnership interests) entitled (without regard to the occurrence of any
\ncontingency) to vote in the election of directors, managers, general partners or
\ntrustees thereof is at the time owned or controlled, directly or indirectly, by
\n(i) such Person, (ii) such Person and one or more Subsidiaries of such Person or
\n(iii) one or more Subsidiaries of such Person.<\/p>\n

(yyy) “Threshold Appreciation Price<\/strong>” shall have the meaning
\nset forth in the definition of Conversion Rate.<\/p>\n

(zzz) “Trading Day<\/strong>” means any day on which:<\/p>\n

(i) there is no Market Disruption Event; and<\/p>\n

(ii) the New York Stock Exchange is open for trading, or, if the Common Stock
\n(or any other security into which the Series A Preferred Stock becomes
\nconvertible in connection with any Reorganization Event) is not listed on the
\nNew York Stock Exchange, any day on which the principal national securities
\nexchange on which the Common Stock (or such other security) is listed is open
\nfor trading, or, if the Common Stock (or such other security) is not listed on a
\nnational securities exchange, any Business Day.<\/p>\n

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

(aaaa) “Transfer Agent<\/strong>” means, initially, The Bank of New
\nYork Mellon Corporation until a successor transfer agent is appointed pursuant
\nto Section 20 and, thereafter, means such successor. The foregoing sentence
\nshall likewise apply to any such subsequent successor or successors.<\/p>\n

(bbbb) “Trigger Event<\/strong>” shall have the meaning set forth in
\nSection 11(a)(iii).<\/p>\n

(cccc) “unit of Exchange Property<\/strong>” shall have the meaning
\nset forth in Section 11(e)<\/p>\n

(dddd) “VWAP<\/strong>” means:<\/p>\n

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

(ii) per share of capital stock (other than the Common Stock) or per ADR, in
\neach case traded on a U.S. national securities exchange, on any Trading Day, the
\nprice per share of such capital stock or per ADR as displayed under the heading
\n“Bloomberg<\/p>\n

10<\/p>\n

\n

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

SECTION 3.<\/strong> Dividends<\/em>. (a) Holders of shares of
\noutstanding Series A Preferred Stock shall be entitled to receive, when, as and
\nif declared by the Board of Directors, out of funds of the Corporation lawfully
\navailable for payment, cumulative dividends at an annual rate of 6.25% per share
\nof Series A Preferred Stock of the Initial Liquidation Preference (equivalent to
\n$6.25 per year per share of Series A Preferred Stock), payable quarterly on each
\nDividend Payment Date, in cash or, in the case of any dividends payable on March
\n1, 2014, or any earlier Conversion Date, in cash, shares of Common Stock (or, if
\napplicable, units of Exchange Property) or a combination thereof in accordance
\nwith Section 4 and subject to Section 4(f). Dividends shall accumulate from the
\nmost recent date as to which dividends shall have been paid or, if no dividends
\nhave been paid, from the Issue Date, whether or not in any Dividend Period or
\nDividend Periods, as the case may be, there have been funds of the Corporation
\nlawfully available for the payment of such dividends. Dividends will be payable
\non a Dividend Payment Date to Holders that are Record Holders on the Regular
\nRecord Date immediately preceding such Dividend Payment Date, but only to the
\nextent a dividend has been declared to be payable on such Dividend Payment Date,
\nexcept that dividends payable on the Mandatory Conversion Date will be payable
\nto the Holders presenting the Series A Preferred Stock for conversion. If any
\nDividend Payment Date is not a Business Day, the dividend payable on such date
\nshall be paid on the next Business Day without any adjustment, interest or other
\npenalty in respect of such delay. Dividends payable on shares of Series A
\nPreferred Stock for each full Dividend Period shall be computed by dividing the
\nannual dividend rate by four. Dividends payable on shares of Series A Preferred
\nStock for any period other than a full Dividend Period shall be based on the
\nnumber of days elapsed during such Dividend Period and computed on the basis of
\na 360-day year consisting of twelve 30-day months. Accumulated dividends on
\nshares of Series A Preferred Stock shall not bear interest if they are paid
\nsubsequent to the applicable Dividend Payment Date.<\/p>\n

(b) No dividend shall be declared or paid upon, or any sum set apart for the
\npayment of dividends upon, any outstanding share of the Series A Preferred Stock
\nwith respect to any Dividend Period unless all dividends for all preceding
\nDividend Periods shall have been declared and paid, or declared and a sufficient
\nsum has been set apart for the payment of such dividends, upon all outstanding
\nshares of Series A Preferred Stock. No dividend shall be paid unless and until
\nthe Board of Directors declares a dividend payable with respect to the Series A
\nPreferred Stock.<\/p>\n

(c) Holders shall not be entitled to any dividends on the Series A Preferred
\nStock, whether payable in cash, shares of Common Stock or any combination
\nthereof, in excess of full cumulative dividends. No interest, or sum of money in
\nlieu of interest, shall be payable in respect of any dividend payment or
\npayments on the Series A Preferred Stock which may be in arrears.<\/p>\n

11<\/p>\n

\n

(d) So long as any share of Series A Preferred Stock remains outstanding:\n<\/p>\n

(i) no dividend or distribution shall be declared or paid on the Common Stock
\nor any other shares of Junior Stock, except dividends payable solely in shares
\nof Common Stock;<\/p>\n

(ii) no dividend or distribution shall be declared or paid on Parity Stock,
\nexcept as set forth in this Section 3(d); and<\/p>\n

(iii) no Common Stock, Junior Stock or Parity Stock shall be, directly or
\nindirectly, purchased, redeemed or otherwise acquired for consideration by the
\nCorporation or any of its Subsidiaries,<\/p>\n

unless all accrued and unpaid dividends for all past Dividend Periods,
\nincluding the latest completed Dividend Period, on all outstanding shares of
\nSeries A Preferred Stock have been or are contemporaneously declared and paid in
\nfull (or have been declared and a sum sufficient for the payment thereof has
\nbeen set aside for the benefit of the Holders on the applicable Regular Record
\nDate).<\/p>\n

The foregoing limitations shall not apply to:<\/p>\n

(i) redemptions, purchases or other acquisitions of shares of Common Stock or
\nother Junior Stock in connection with the administration of any employee benefit
\nplan in the ordinary course of business (including purchases to offset the Share
\nDilution Amount pursuant to a publicly announced repurchase plan);
\nprovided<\/em> that any purchases to offset the Share Dilution Amount shall
\nin no event exceed the Share Dilution Amount;<\/p>\n

(ii) any dividends or distributions of rights or Junior Stock in connection
\nwith a shareholders153 rights plan or any redemption or repurchase of rights
\npursuant to any shareholders153 rights plan;<\/p>\n

(iii) the acquisition by the Corporation or any of its Subsidiaries of record
\nownership in Junior Stock or Parity Stock for the beneficial ownership of any
\nother Persons (other than for the beneficial ownership by the Corporation or any
\nof its Subsidiaries), including as trustees or custodians; and<\/p>\n

(iv) the exchange or conversion of Junior Stock for or into other Junior
\nStock or of Parity Stock for or into other Parity Stock (with the same or lesser
\naggregate liquidation preference) or Junior Stock and, in each case, the payment
\nof cash solely in lieu of fractional shares.<\/p>\n

When dividends are not paid (or declared and a sum sufficient for payment
\nthereof set aside for the benefit of the Holders thereof on the applicable
\nRegular Record Date) on any Dividend Payment Date (or, in the case of Parity
\nStock having dividend payment dates different from the Dividend Payment Dates,
\non a dividend payment date falling within a Dividend Period related to such
\nDividend Payment Date) in full upon the Series A Preferred Stock and any shares
\nof Parity Stock, all dividends declared on Series A Preferred Stock and all such
\nParity Stock and payable on such Dividend Payment Date (or, in the case of
\nParity Stock having dividend<\/p>\n

12<\/p>\n

\n

payment dates different from the Dividend Payment Dates, on a dividend
\npayment date falling within the Dividend Period related to such Dividend Payment
\nDate) shall be declared and paid pro rata<\/em> so that the respective
\namounts of such dividends declared shall bear the same ratio to each other as
\nall accrued and unpaid dividends per share on the shares of Series A Preferred
\nStock and all Parity Stock payable on such Dividend Payment Date (or, in the
\ncase of Parity Stock having dividend payment dates different from the Dividend
\nPayment Dates, on a dividend payment date falling within the Dividend Period
\nrelated to such Dividend Payment Date) (subject to their having been declared by
\nthe Board of Directors out of funds of the Corporation lawfully available and
\nincluding, in the case of Parity Stock that bears cumulative dividends, all
\naccrued but unpaid dividends) bear to each other. If the Board of Directors
\ndetermines not to pay any dividend or a full dividend on a Dividend Payment
\nDate, the Corporation will provide written notice to the Holders prior to such
\nDividend Payment Date.<\/p>\n

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

SECTION 4.<\/strong> Method of Payment of Dividends.<\/em> (a) All
\ndividends on the Series A Preferred Stock, whether or not for a current Dividend
\nPeriod or any prior Dividend Period, paid prior to any conversion of the Series
\nA Preferred Stock shall be paid in cash.<\/p>\n

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

(i) in cash;<\/p>\n

(ii) by delivery of shares of Common Stock; or<\/p>\n

(iii) through payment or delivery, as the case may be, of any combination of
\ncash and shares of Common Stock;<\/p>\n

provided<\/em> that in the case of a Fundamental Change Conversion that is
\na Reorganization Event, dividends otherwise payable in shares of Common Stock
\nmay be paid by delivery of units of Exchange Property in accordance with Section
\n11(e); and provided further<\/em> that if the Board of Directors may not
\nlawfully authorize payment of all or any portion of such accrued and unpaid
\ndividends in cash, it shall authorize payment of such dividends in shares of
\nCommon Stock or units of Exchange Property, as the case may be, if lawfully
\npermitted to do so (and subject to Section 4(f)).<\/p>\n

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

13<\/p>\n

\n

(d) If the Corporation elects to pay any dividend or portion thereof in
\nshares of Common Stock or, if applicable, units of Exchange Property in
\naccordance with Section 4(b):<\/p>\n

(i) in the case of a payment of dividends upon a Mandatory Conversion, the
\nCorporation shall give the Holders notice of any such election and the portion
\nof such payment that will be made in shares of Common Stock no later than 10
\nScheduled Trading Days prior to the Mandatory Conversion Date, and the
\nCorporation shall deliver shares of the Common Stock and pay cash, if
\napplicable, in respect of such payment on the Mandatory Conversion Date;<\/p>\n

(ii) in the case of a payment of dividends upon an Optional Conversion, the
\nCorporation shall give each converting Holder notice of any such election and
\nthe portion of such payment that will be made in shares of Common Stock no later
\nthan two Trading Days after the Corporation receives notice of conversion from
\nsuch Holder, and the Corporation shall deliver shares of Common Stock and pay
\ncash, if applicable, in respect of such payment no later than the ninth Trading
\nDay after the applicable Optional Conversion Date, subject to the provisions for
\naccrued dividends as set forth in Section 6(d); and<\/p>\n

(iii) in the case of a payment of dividends upon a Fundamental Change
\nConversion, the Corporation shall give each converting Holder notice of any such
\nelection and the portion of such payment that will be made in shares of Common
\nStock or units of Exchange Property, as the case may be, in the Fundamental
\nChange Company Notice and the Corporation shall deliver shares of Common Stock
\nor units of Exchange Property, as the case may be, and pay cash, if applicable,
\nin respect of such payment on the third Business Day following the applicable
\nFundamental Change Conversion Date.<\/p>\n

If the Corporation does not provide notice of its election to pay any
\ndividend, or a portion thereof, upon the conversion of the Series A Preferred
\nStock pursuant to clauses (i), (ii) or (iii) of this Section 4(d) through
\ndelivery of shares of Common Stock or units of Exchange Property, as the case
\nmay be, the Corporation shall pay such dividend entirely in cash (provided that
\nthe Corporation is lawfully permitted to pay such dividend entirely in cash at
\nsuch time); provided<\/em>, however<\/em>, that if the Corporation is not
\nlawfully permitted to pay such dividends entirely in cash at such time, the
\nCorporation shall pay such dividend in cash to the maximum extent lawfully
\npermitted, with the balance paid in shares of Common Stock to the extent
\nlawfully permitted (and subject to Section 4(f)).<\/p>\n

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

14<\/p>\n

\n

payment or partial payment of such dividend of cash, shares of Common Stock
\nor units of Exchange Property to such Non-U.S. Holder.<\/p>\n

(f) Notwithstanding the foregoing, in no event shall the number of shares of
\nCommon Stock delivered upon any conversion of the Series A Preferred Stock
\n(whether a Mandatory Conversion, an Optional Conversion or a Fundamental Change
\nConversion), including any shares of Common Stock delivered pursuant to this
\nSection 4, Section 5(c), Section 6(d) or Section 7(b), exceed a number per share
\nof Series A Preferred Stock equal to the product of (i) 1.8 and (ii) the Maximum
\nConversion Rate, subject to adjustment as set forth under Section 11 (the
\n“Share Cap<\/strong>“). To the extent that the Corporation delivers the
\nmaximum number of whole shares of Common Stock equal to the Share Cap on the
\nSeries A Preferred Stock with respect to which the Corporation has notified the
\nHolder that such dividends would be paid in shares of Common Stock in accordance
\nwith Section 4(d), the Corporation shall be deemed to have paid in full all
\naccrued and unpaid dividends on such Series A Preferred Stock. However, in the
\nCorporation153s sole discretion, the Corporation may elect to pay any amount above
\nthe Share Cap that would otherwise be payable in cash to the extent the
\nCorporation has lawfully available funds to do so.<\/p>\n

SECTION 5.<\/strong> Mandatory Conversion on the Mandatory
\nConversion Date.<\/em> (a) Each outstanding share of Series A Preferred Stock
\nshall automatically convert on the Mandatory Conversion Date into a number of
\nshares of Common Stock equal to the Conversion Rate, unless such share of Series
\nA Preferred Stock has been converted prior to the Mandatory Conversion Date in
\nthe manner described in Section 6 or Section 7. In no event shall the number of
\nshares of Common Stock issued upon conversion pursuant to this Section 5,
\nincluding any shares of Common Stock delivered in connection with any dividend
\npayment pursuant to Section 4(b), exceed a number per share of Series A
\nPreferred Stock equal to the Share Cap.<\/p>\n

(b) Each of the Fixed Conversion Rates, the Initial Price, the Threshold
\nAppreciation Price and the Applicable Market Value shall be subject to
\nadjustment in accordance with the provisions of Section 11.<\/p>\n

(c) In addition to the number of shares of Common Stock equal to the
\nConversion Rate, upon Mandatory Conversion, the Corporation shall pay to the
\nHolders on the Mandatory Conversion Date an amount equal to any accrued and
\nunpaid dividends on the Series A Preferred Stock, in cash, shares of Common
\nStock or a combination thereof, at the Corporation153s election and subject to
\nSection 4(f), whether or not declared prior to that date, for the Dividend
\nPeriod ending on the day immediately preceding the Mandatory Conversion Date and
\nall prior Dividend Periods (other than previously declared dividends on the
\nSeries A Preferred Stock payable to Record Holders as of a prior date, which
\ndividends shall be paid to such Record Holders), provided that the Corporation
\nis lawfully permitted to pay such dividends at such time.<\/p>\n

SECTION 6.<\/strong> Optional Conversion at the Option of the
\nHolder.<\/em> (a) Holders shall have the right to convert their shares of Series
\nA Preferred Stock, in whole or in part (any conversion pursuant to this Section
\n6, an “Optional Conversion<\/strong>“), at any time prior to the
\nMandatory Conversion Date, other than during the Fundamental Change Conversion
\nPeriod, into shares of Common Stock at the Minimum Conversion Rate, subject to
\nadjustment in accordance with Section 11. In no event shall the number of shares
\nof Common Stock issued upon conversion<\/p>\n

15<\/p>\n

\n

pursuant to this Section 6, including any shares of Common Stock delivered in
\nconnection with any dividend payment pursuant to Section 4(b), exceed a number
\nper share of Series A Preferred Stock equal to the Share Cap.<\/p>\n

(b) To effect an Optional Conversion, the converting Holder shall comply with
\nthe applicable conversion procedures set forth in Section 8. The Corporation
\nshall, in accordance with the instructions provided by the Holder thereof in the
\nwritten notice of conversion provided to the Corporation pursuant to Section 8,
\ndeliver to the Holder the whole number of shares of Common Stock to which the
\nconverting Holder shall be entitled upon such Optional Conversion, together with
\npayment of cash in lieu of any fraction of a share of Common Stock, as provided
\nin Section 10, and any certificate or certificates, as the case may be,
\nrepresenting shares of Series A Preferred Stock, as provided in Section 8(g)(i).
\nSuch delivery shall take place on the third Business Day succeeding the Optional
\nConversion Date (except in the case of shares of Common Stock issued pursuant to
\nSection 6(d)). If applicable, the Corporation shall instruct the Transfer Agent
\nto register the whole number of shares of Common Stock to which the converting
\nHolder shall be entitled upon such Optional Conversion in the name or names, as
\nthe case may be, specified by such Holder in the notice of conversion.<\/p>\n

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

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

(e) If the applicable Optional Conversion Date occurs during the period from
\n5:00 p.m., New York City time, on a Regular Record Date for any declared
\ndividend to 9:00 a.m., New York City time, on the immediately following Dividend
\nPayment Date:<\/p>\n

(i) the Corporation shall pay such dividend on the Dividend Payment Date to
\nthe Record Holder of the converted share or shares, as the case may be, of
\nSeries A Preferred Stock on such Regular Record Date; and<\/p>\n

(ii) share or shares, as the case may be, of Series A Preferred Stock
\nsurrendered for conversion during such period must be accompanied by cash in an
\namount equal to the amount of such dividend for the then-current Dividend Period
\nwith respect to the share or shares, as the case may be, so converted.<\/p>\n

16<\/p>\n

\n

For the avoidance of doubt, the consideration that the Corporation delivers
\nto such converting Holder shall not include any consideration for the dividend
\nfor the then-current Dividend Period.<\/p>\n

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

(b) In addition to the number of shares of Common Stock equal to the
\nFundamental Change Conversion Rate, upon conversion of each share of the Series
\nA Preferred Stock during the Fundamental Change Conversion Period, the
\nCorporation shall pay to such converting Holder an amount equal to any accrued
\nand unpaid dividends on such converted shares or shares, as the case may be, of
\nSeries A Preferred Stock, in cash, shares of Common Stock or, if applicable,
\nunits of Exchange Property in accordance with Section 11(e), or a combination
\nthereof, at the Corporation153s election and subject to Section 4(f), whether or
\nnot declared prior to that date, for the then-current Dividend Period to, but
\nnot including, the Fundamental Change Conversion Date and all prior Dividend
\nPeriods (other than previously declared dividends on the Series A Preferred
\nStock payable to Record Holders as of a prior date, which dividends shall be
\npaid to such Record Holders), to the extent that the Corporation has lawfully
\navailable funds to pay such dividends; provided<\/em>, however<\/em>, that
\nif the Conversion Date for such conversion occurs during the period from 5:00
\np.m., New York City time, on a Regular Record Date for any declared dividend to
\n9:00 a.m., New York City time, on the immediately following Dividend Payment
\nDate, then the Corporation shall pay such dividend on the Dividend Payment Date
\nto the Record Holder of the converted share or shares, as the case may be, of
\nSeries A Preferred Stock on such Regular Record Date and the consideration that
\nthe Corporation delivers to the converting Holder will not include any
\nconsideration for such dividend.<\/p>\n

(c) To the extent practicable, at least 20 Business Days prior to the
\nanticipated Effective Date of the Fundamental Change, but in any event not later
\nthan two Business Days following the Corporation153s becoming aware of the
\noccurrence of a Fundamental Change, a written notice (the “Fundamental
\nChange Company Notice<\/strong>“) shall be sent by or on behalf of the
\nCorporation, by first-class mail, postage prepaid, to the Record Holders. Such
\nnotice shall contain:<\/p>\n

(i) the date on which the Fundamental Change is anticipated to be effected;\n<\/p>\n

(ii) the Fundamental Change Conversion Period;<\/p>\n

17<\/p>\n

\n

(iii) the instructions a Holder must follow to effect a Fundamental Change
\nConversion in connection with such Fundamental Change; and<\/p>\n

(iv) whether the Corporation has elected to pay all or any portion of accrued
\nand unpaid dividends in shares of Common Stock or units of Exchange Property, as
\nthe case may be, and, if so, the portion thereof (as a percentage) that will be
\npaid in shares of Common Stock or units of Exchange Property.<\/p>\n

(d) To effect a Fundamental Change Conversion, the converting Holder shall
\ncomply with the applicable conversion procedures set forth in Section 8. To the
\nextent a Holder does not convert its shares of Series A Preferred Stock pursuant
\nto this Section 7 and a Reorganization Event has occurred, in lieu of shares of
\nCommon Stock, the Corporation shall pay or deliver, as the case may be, to such
\nHolder on the Mandatory Conversion Date, units of Exchange Property as
\ndetermined in accordance with Section 11(e).<\/p>\n

(e) Upon a Fundamental Change Conversion with respect to any share or shares,
\nas the case may be, of the Series A Preferred Stock, the Corporation or the
\nsurviving or resulting entity, as the case may be, shall, in accordance with the
\ninstructions provided by the Holder thereof in the written notice of conversion
\nprovided to the Corporation pursuant to Section 8, deliver to such Holder the
\nwhole number of shares of Common Stock or other securities issuable upon such
\nFundamental Change Conversion to which the converting Holder shall be entitled
\nupon such Fundamental Change Conversion, together with payment of cash in lieu
\nof any fraction of a share of Common Stock or such other securities, as provided
\nin Section 10, and any certificate or certificates, as the case may be,
\nrepresenting shares of Series A Preferred Stock, as provided in Section 8(g)(i).
\nSuch delivery shall take place on the third Business Day following the
\napplicable Fundamental Change Conversion Date. If applicable, the Corporation
\nshall instruct the Transfer Agent to register the whole number of Common Stock
\nor other securities to which the converting Holder shall be entitled upon such
\nFundamental Change Conversion in the name or names, as the case may be,
\nspecified by such Holder in the written notice of conversion.<\/p>\n

SECTION 8.<\/strong> Conversion Procedures.<\/em> (a) On the
\nMandatory Conversion Date, any Fundamental Change Conversion Date or any
\nOptional Conversion Date (each, a “Conversion Date<\/strong>“), dividends
\non any shares of Series A Preferred Stock converted to Common Stock shall cease
\nto accrue and cumulate, and such converted shares of Series A Preferred Stock
\nshall cease to be outstanding, in each case, subject to the right of Holders of
\nsuch shares of Series A Preferred Stock to receive shares of Common Stock (or
\nunits of Exchange Property, if applicable) into which such shares of Series A
\nPreferred Stock were converted and any accrued and unpaid dividends on such
\nshares to which such Holders are otherwise entitled pursuant to Section 5(c),
\nSection 6(d) or Section 7(b), as applicable.<\/p>\n

(b) The Person or Persons entitled to receive the Common Stock issuable upon
\nany such conversion of the Series A Preferred Stock shall be treated as the
\nrecord holder or record holders, as the case may be, of such shares of Common
\nStock as of 5:00 p.m., New York City time, on the applicable Conversion Date.
\nPrior to 5:00 p.m., New York City time, on such applicable Conversion Date,
\nshares of Common Stock issuable upon conversion of any shares of Series A
\nPreferred Stock shall not be deemed to be outstanding for any purpose, and
\nHolders of shares of Series A Preferred Stock shall have no rights with respect
\nto such shares of Common<\/p>\n

18<\/p>\n

\n

Stock, including, without limitation, voting rights, rights to respond to
\ntender offers for the Common Stock and rights to receive any dividends or other
\ndistributions on the Common Stock, by virtue of holding shares of Series A
\nPreferred Stock. No allowance or adjustment, except as set forth in Section 11,
\nshall be made in respect of dividends payable to holders of record of Common
\nStock as of any date prior to such applicable Conversion Date.<\/p>\n

(c) In the event that a Holder shall not by written notice designate the name
\nin which shares of Common Stock to be issued upon conversion of such Holder153s
\nshares of Series A Preferred Stock should be registered, the Corporation shall
\nbe entitled to register such shares of Common Stock in the name of the Holder of
\nsuch shares of Series A Preferred Stock as shown on the records of the
\nCorporation and make payment of any accrued and unpaid dividends accordingly. In
\nthe case of a Mandatory Conversion, in the event that shares of the Series A
\nPreferred Stock are then held in certificated form, in the event that a Holder
\nshall not by written notice to the Corporation elect to receive shares of Common
\nStock to be issued upon such Mandatory Conversion in certificated form, the name
\nin which such shares of Common Stock should be registered and the address to
\nwhich the certificate or certificates representing such shares of Common Stock
\nshould be sent, the Corporation shall be entitled to register such shares in
\nbook-entry form, in the name of the Holder of such shares of Series A Preferred
\nStock as shown on the records of the Corporation and make payment of any accrued
\nand unpaid dividends accordingly.<\/p>\n

(d) Any written notice of conversion pursuant to Section 6 or Section 7 shall
\nbe duly executed by the Holder, and specify:<\/p>\n

(i) the number of shares of Series A Preferred Stock to be converted;<\/p>\n

(ii) the name or names, as the case may be, in which such Holder desires the
\nshares of Common Stock or, if applicable, other securities issuable upon
\nconversion to be registered;<\/p>\n

(iii) any other transfer forms, tax forms or other relevant documentation
\nrequired and specified by the Transfer Agent, if necessary, to effect the
\nconversion; and<\/p>\n

(iv) payment instructions.<\/p>\n

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

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

19<\/p>\n

\n

transfer to the Corporation (or accompanied by duly executed stock powers
\nrelating thereto) (the day of receipt by the Transfer Agent of such notice of
\nconversion and such compliance and such surrender, if applicable, by the Holder,
\nthe “Optional Conversion Date<\/strong>” or the “Fundamental
\nChange Conversion Date<\/strong>“, as the case may be); provided<\/em> that,
\nthe Fundamental Change Conversion Date shall be a date no earlier than the
\nEffective Date of the Fundamental Change and no later than 5:00 p.m., New York
\nCity time, on the last day of the Fundamental Change Conversion Period.<\/p>\n

(g) With respect to any Optional Conversion or any Fundamental Change
\nConversion of shares of Series A Preferred Stock:<\/p>\n

(i) if there shall have been surrendered certificate or certificates, as the
\ncase may be, representing a greater number of shares of Series A Preferred Stock
\nthan the number of shares of Series A Preferred Stock to be converted, the
\nCorporation shall execute and the Registrar shall countersign and deliver to
\nsuch Holder or such Holder153s designee, at the expense of the Corporation, new
\ncertificate or certificates, as the case may be, representing the number of
\nshares of Series A Preferred Stock that shall not have been converted; and<\/p>\n

(ii) if the shares of Series A Preferred Stock converted are held in
\nbook-entry form through the facilities of the Depositary, promptly following the
\nrelevant Optional Conversion Date or Fundamental Change Conversion Date, as the
\ncase may be, the Corporation shall cause the Transfer Agent and Registrar to
\nreduce the number of shares of Series A Preferred Stock represented by the
\nglobal certificate by making a notation on Schedule I attached to the relevant
\nGlobal Preferred Share.<\/p>\n

SECTION 9.<\/strong> Reservation of Common Stock<\/em>. (a) The
\nCorporation shall at all times reserve and keep available out of its authorized
\nand unissued Common Stock or shares of Common Stock held in the treasury of the
\nCorporation, solely for issuance upon the conversion of shares of Series A
\nPreferred Stock as herein provided that number of shares of Common Stock as the
\nCorporation shall from time to time expect to be issued upon the conversion of
\nall the shares of Series A Preferred Stock then outstanding.<\/p>\n

(b) Notwithstanding the foregoing, the Corporation shall be entitled to
\ndeliver upon conversion of shares of Series A Preferred Stock, as herein
\nprovided, shares of Common Stock reacquired and held in the treasury of the
\nCorporation (in lieu of the issuance of authorized and unissued shares of Common
\nStock), so long as any such treasury shares are free and clear of all liens,
\nclaims, charges, security interests or encumbrances (other than liens, claims,
\ncharges, security interests and other encumbrances created by the Holders).<\/p>\n

(c) All shares of Common Stock delivered upon conversion of the Series A
\nPreferred Stock shall be duly authorized, validly issued, fully paid and
\nnon-assessable, free and clear of all liens, claims, charges, security interests
\nand other encumbrances (other than liens, claims, charges, security interests
\nand other encumbrances created by the Holders).<\/p>\n

(d) Prior to the delivery of any securities that the Corporation shall be
\nobligated to deliver upon conversion of the Series A Preferred Stock, the
\nCorporation shall use its reasonable<\/p>\n

20<\/p>\n

\n

best efforts to comply with all federal and state laws and regulations
\nthereunder, if any, requiring the registration of such securities with, or any
\napproval of or consent to the delivery thereof by, any governmental authority.\n<\/p>\n

(e) The Corporation hereby covenants and agrees that, if at any time the
\nCommon Stock shall be listed on the New York Stock Exchange or any other
\nnational securities exchange or automated quotation system, the Corporation
\nshall, if permitted by the rules of such exchange or automated quotation system,
\nlist and keep listed, so long as the Common Stock shall be so listed on such
\nexchange or automated quotation system, all Common Stock issuable upon
\nconversion of the Series A Preferred Stock; provided<\/em>,
\nhowever<\/em>, that if the rules of such exchange or automated quotation
\nsystem permit the Corporation to defer the listing of such Common Stock until
\nthe first conversion of Series A Preferred Stock into Common Stock in accordance
\nwith the provisions hereof, the Corporation covenants to list such Common Stock
\nissuable upon conversion of the Series A Preferred Stock in accordance with the
\nrequirements of such exchange or automated quotation system at such time.<\/p>\n

SECTION 10.<\/strong> Fractional Shares<\/em>. (a) No fractional
\nshares of Common Stock or any other common stock or ADRs included in the
\nExchange Property shall be issued to Holders, including as a result of any
\nconversion of shares of Series A Preferred Stock or as a result of any payment
\nof dividends on the Series A Preferred Stock in shares of Common Stock or units
\nof Exchange Property.<\/p>\n

(b) In lieu of any fractional share of Common Stock or any other common stock
\nor ADRs included in the Exchange Property otherwise issuable upon Mandatory
\nConversion, Optional Conversion or Fundamental Change Conversion (including in
\nconnection with a dividend payment), that Holder shall be entitled to receive an
\namount in cash (computed to the nearest cent) based on the VWAP per share of
\nCommon Stock, or, if applicable, such other common stock or ADR, on the Trading
\nDay immediately preceding the applicable Conversion Date.<\/p>\n

(c) If more than one share of the Series A Preferred Stock is surrendered for
\nconversion at one time by or for the same Holder, the number of full shares of
\nCommon Stock, or, if applicable, other common stock or full ADRs, issuable upon
\nconversion thereof shall be computed on the basis of the aggregate number of
\nshares of Series A Preferred Stock so surrendered for conversion. If the
\nCorporation pays dividends in Common Stock, other common stock or ADRs pursuant
\nto Section 4(b) on more than one share of Series A Preferred Stock held at any
\none time by or for the same Holder, the number of full shares of Common Stock,
\nor, if applicable, other common stock or full ADRs, payable in connection with
\nsuch dividend shall be computed on the basis of the aggregate number of shares
\nof Series A Preferred Stock so surrendered for conversion.<\/p>\n

SECTION 11.<\/strong> Conversion Rate Adjustments to the Fixed
\nConversion Rates<\/em>. (a) Each Fixed Conversion Rate shall be adjusted from
\ntime to time as follows:<\/p>\n

(i) If the Corporation issues Common Stock as a dividend or distribution to
\nall or substantially all holders of the Common Stock, or if the Corporation
\neffects a subdivision or combination (including, without limitation, a stock
\nsplit or a reverse stock<\/p>\n

21<\/p>\n

\n

split) of the Common Stock, each Fixed Conversion Rate shall be adjusted
\nbased on the following formula:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

OS<\/u>1<\/sub><\/u><\/p>\n

OS0<\/sub><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

where,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the Record Date for such dividend or distribution or immediately
\nprior to 9:00 a.m., New York City time, on the effective date for such
\nsubdivision or combination, as the case may be;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on such Record Date or immediately after 9:00 a.m., New York City
\ntime, on such effective date, as the case may be;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately prior to 5:00
\np.m., New York City time, on such Record Date or immediately prior to 9:00 a.m.,
\nNew York City time, on such effective date, as the case may be (and prior to
\ngiving effect to such event); and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OS1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock that would be outstanding immediately
\nafter, and solely as a result of, such dividend, distribution, subdivision or
\ncombination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

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

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

(OS<\/u>0<\/sub><\/u> + X)<\/u><\/p>\n

(OS0<\/sub> + Y)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

22<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

where,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the Record Date for such issuance;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on such Record Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding immediately prior to 5:00
\np.m., New York City time, on such Record Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

X<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock issuable pursuant to such rights,
\noptions or warrants; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Y<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the aggregate price payable to exercise such rights, options or warrants,
\ndivided by<\/em> the Average VWAP per share of the Common Stock for the 10
\nconsecutive Trading Day period ending on, and including, the Trading Day
\nimmediately preceding the date of announcement for such issuance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any increase in the Fixed Conversion Rates made pursuant to this Section
\n11(a)(ii) shall become effective immediately after 5:00 p.m., New York City
\ntime, on the Record Date for such issuance. To the extent such rights, options
\nor warrants are not exercised prior to their expiration or termination, each
\nFixed Conversion Rate shall be decreased, effective as of the date of such
\nexpiration or termination, to the Fixed Conversion Rate that would then be in
\neffect had the increase with respect to the issuance of such rights, options or
\nwarrants been made on the basis of delivery of only the number of shares of
\nCommon Stock actually delivered. If such rights, options or warrants are not so
\nissued, each Fixed Conversion Rate shall be decreased, effective as of the
\nearlier of (a) the date the Board of Directors determines not to issue such
\nrights, options or warrants and (b) the date such rights, options or warrants
\nwere to have been issued, to the Fixed Conversion Rate that would then be in
\neffect if such issuance had not been announced.<\/p>\n

For purposes of this Section 11(a)(ii), in determining whether any rights,
\noptions or warrants entitle the holders thereof to subscribe for or purchase
\nshares of the Common Stock at less than the Average VWAP per share of Common
\nStock for the 10 consecutive Trading Day period ending on, and including, the
\nTrading Day immediately preceding the date of announcement for such issuance,
\nand in determining the aggregate price payable to exercise such rights, options
\nor warrants, there shall be taken into account any consideration the Corporation
\nreceives for such rights, options or warrants and any amount payable on exercise
\nthereof, with the value of such consideration, if other than cash, to be
\ndetermined in good faith by the Board of Directors.<\/p>\n

(iii) If the Corporation pays a dividend or other distribution to all or
\nsubstantially all holders of Common Stock of shares of the Corporation153s capital
\nstock (other than Common Stock), evidences of the Corporation153s indebtedness,
\nthe Corporation153s assets or rights to acquire the capital stock, indebtedness or
\nassets of the Corporation, excluding:<\/p>\n

23<\/p>\n

\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

any dividend, distribution or issuance as to which an adjustment was effected
\npursuant to Section 11(a)(i) or Section 11(a)(ii);<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

dividends or distributions paid exclusively in cash as to which an adjustment
\nwas effected pursuant to Section 11(a)(iv) below;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Spin-Offs as to which the provisions set forth below in this Section
\n11(a)(iii) apply; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

any dividends or distributions in connection with a Reorganization Event that
\nis included in Exchange Property under Section 11(e),<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

then each Fixed Conversion Rate shall be increased based on the following
\nformula:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

( SP0<\/sub> : FMV)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

where,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the Record Date for such dividend or distribution;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on such Record Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Average VWAP per share of Common Stock for the 10 consecutive Trading Day
\nperiod ending on, and including, the Trading Day immediately preceding the
\nRecord Date for such dividend or distribution; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

FMV<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the fair market value (as determined in good faith by the Board of Directors)
\non the Record Date for such dividend or distribution of shares of the
\nCorporation153s capital stock (other than Common Stock), evidences of the
\nCorporation153s indebtedness, the Corporation153s assets or rights to acquire the
\ncapital stock, indebtedness or assets of the Corporation, expressed as an amount
\nper share of Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If the Board of Directors determines the “FMV” (as defined in this Section
\n11(a)(iii)) of any dividend or other distribution for purposes of this Section
\n11(a)(iii) by referring to the actual or when-issued trading market for any
\nsecurities, it shall in doing so consider the prices in such market over the
\nAverage VWAP per share of Common Stock for the 10 consecutive Trading Day period
\nending on, and including, the Trading Day immediately preceding the Record Date
\nfor such dividend or distribution.<\/p>\n

Notwithstanding the foregoing, if “FMV” (as defined in this Section
\n11(a)(iii)) is equal to or greater than “SP0<\/sub>” (as defined in this
\nSection(a)(iii)), in lieu of the foregoing increase, each Holder shall receive,
\nin respect of each share of Series A Preferred Stock, at the same time and upon
\nthe same terms as holders of Common Stock, the amount and kind of shares of the\n<\/p>\n

24<\/p>\n

\n

Corporation153s capital stock (other than Common Stock), evidences of the
\nCorporation153s indebtedness, the Corporation153s assets or rights to acquire the
\ncapital stock, indebtedness or assets of the Corporation that such Holder would
\nhave received if such Holder owned a number of shares of Common Stock equal to
\nthe Maximum Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the Record Date for such dividend or other distribution.<\/p>\n

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

If the transaction that gives rise to an adjustment pursuant to this Section
\n11(a)(iii) is one pursuant to which the payment of a dividend or other
\ndistribution on the Common Stock consists of shares of capital stock of, or
\nsimilar equity interests in, a Subsidiary or other business unit of the
\nCorporation (a “Spin-Off<\/strong>“) that are, or, when issued, will be,
\ntraded on a U.S. national securities exchange or a reasonably comparable
\nnon-U.S. equivalent, then each Fixed Conversion Rate shall instead be increased
\nbased on the following formula:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

(FMV0<\/sub> + MP0<\/sub>)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

MP0<\/sub><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

where,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the
\ntenth Trading Day immediately following, and including, the Ex-Dividend Date for
\nsuch dividend or distribution;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on the tenth Trading Day immediately following, and including, the
\nEx-Dividend Date for such dividend or distribution;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

FMV0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Average VWAP per share of such capital stock or similar equity interests
\ndistributed to holders of the Common Stock applicable to one share of Common
\nStock over the 10 consecutive Trading Day period commencing on, and including,
\nthe Ex-Dividend Date for such dividend or distribution; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Average VWAP per share of the Common Stock over the 10 consecutive
\nTrading Day period commencing on, and including, the Ex-Dividend Date for such
\ndividend or distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

25<\/p>\n

\n

the Record Date for such dividend or distribution. The Corporation shall
\ndelay the settlement of any conversion of shares of the Series A Preferred Stock
\nif the Conversion Date occurs after the Record Date for such dividend or
\ndistribution and prior to the end of such 10 consecutive Trading Day period. In
\nsuch event, the Corporation shall deliver the shares of Common Stock issuable in
\nrespect of such conversion (based on the adjusted Fixed Conversion Rates as
\ndescribed above) on the first Business Day immediately following the last
\nTrading Day of such 10 consecutive Trading Day period.<\/p>\n

For purposes of this Section 11(a)(iii) (and subject in all respects to
\nSection 11(a)(i) and Section 11(a)(ii)):<\/p>\n

(A) rights, options or warrants distributed by the Corporation to all or
\nsubstantially all holders of the Common Stock entitling them to subscribe for or
\npurchase shares of the Corporation153s capital stock, including Common Stock
\n(either initially or under certain circumstances), which rights, options or
\nwarrants, until the occurrence of a specified event or events (“Trigger
\nEvent<\/strong>“):<\/p>\n

(i) are deemed to be transferred with such shares of the Common Stock;<\/p>\n

(ii) are not exercisable; and<\/p>\n

(iii) are also issued in respect of future issuances of the Common Stock,
\nshall be deemed not to have been distributed for purposes of this Section
\n11(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section
\n11(a)(iii)shall be required) until the occurrence of the earliest Trigger Event,
\nwhereupon such rights, options or warrants shall be deemed to have been
\ndistributed and an appropriate adjustment (if any is required) to the Fixed
\nConversion Rates shall be made under this Section 11(a)(iii).<\/p>\n

(B) If any such right, option or warrant, including any such existing rights,
\noptions or warrants distributed prior to the Issue Date, are subject to events,
\nupon the occurrence of which such rights, options or warrants become exercisable
\nto purchase different securities, evidences of indebtedness or other assets,
\nthen the date of the occurrence of any and each such event shall be deemed to be
\nthe date of distribution and Record Date with respect to new rights, options or
\nwarrants with such rights (in which case the existing rights, options or
\nwarrants shall be deemed to terminate and expire on such date without exercise
\nby any of the holders thereof).<\/p>\n

(C) In addition, in the event of any distribution (or deemed distribution) of
\nrights, options or warrants, or any Trigger Event or other event (of the type
\ndescribed in the immediately preceding sentence) with respect thereto that was
\ncounted for purposes of calculating a distribution amount for which an
\nadjustment to the Fixed Conversion Rates under this clause (iii) was made:<\/p>\n

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

26<\/p>\n

\n

11(a)(iv), equal to the per share redemption or repurchase price received by
\na holder or holders of Common Stock with respect to such rights, options or
\nwarrants (assuming such holder had retained such rights, options or warrants),
\nmade to all holders of Common Stock as of the date of such redemption or
\nrepurchase; and<\/p>\n

(2) in the case of such rights, options or warrants that shall have expired
\nor been terminated without exercise by any holders thereof, the Fixed Conversion
\nRates shall be readjusted as if such rights, options and warrants had not been
\nissued.<\/p>\n

For purposes of Section 11(a)(i), Section 11(a)(ii) and this Section
\n11(a)(iii), if any dividend or distribution to which this Section 11(a)(iii) is
\napplicable includes one or both of:<\/p>\n

(A) a dividend or distribution of shares of Common Stock to which Section
\n11(a)(i)is applicable (the “Clause A Distribution<\/strong>“); or<\/p>\n

(B) an issuance of rights, options or warrants to which Section 11(a)(ii) is
\napplicable (the “Clause B Distribution<\/strong>“),<\/p>\n

then:<\/p>\n

(1) such dividend or distribution, other than the Clause A Distribution and
\nthe Clause B Distribution, shall be deemed to be a dividend or distribution to
\nwhich this Section 11(a)(iii) is applicable (the “Clause C
\nDistribution<\/strong>“) and any Fixed Conversion Rate adjustment required by
\nthis Section 11(a)(iii) with respect to such Clause C Distribution shall then be
\nmade; and<\/p>\n

(2) the Clause A Distribution and Clause B Distribution shall be deemed to
\nimmediately follow the Clause C Distribution and any Fixed Conversion Rate
\nadjustment required by Section 11(a)(i) and Section 11(a)(ii) with respect
\nthereto shall then be made, except that, if determined by the Corporation (I)
\nthe “Record Date” of the Clause A Distribution and the Clause B Distribution
\nshall be deemed to be the Record Date of the Clause C Distribution and (II) any
\nshares of Common Stock included in the Clause A Distribution or Clause B
\nDistribution shall be deemed not to be “outstanding immediately prior to 5:00
\np.m., New York City time, on such Record Date or immediately prior to 9:00 a.m.,
\nNew York City time, on such effective date” within the meaning of Section
\n11(a)(i) or “outstanding immediately prior to 5:00 p.m., New York City time, on
\nsuch Record Date” within the meaning of Section 11(a)(ii).<\/p>\n

(iv) If the Corporation pays a distribution consisting exclusively of cash to
\nall or substantially all holders of the Common Stock, each Fixed Conversion Rate
\nshall be increased based on the following formula:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

( SP0<\/sub> : C)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

where,<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

27<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on the Record Date for such distribution;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SP0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Average VWAP per share of Common Stock over the 10 consecutive Trading
\nDay period ending on, and including, the Trading Day immediately preceding the
\nRecord Date for such distribution; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

C<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

an amount of cash per share of the Common Stock that the Corporation
\ndistributes to holders of the Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing, if “C” (as defined in this Section 11(a)(iv))
\nis equal to or greater than “SP0<\/sub>” (as defined in this Section
\n11(a)(iv)), in lieu of the foregoing increase, each Holder shall receive, in
\nrespect of each share of Series A Preferred Stock, at the same time and upon the
\nsame terms as holders of shares of Common Stock, the amount of cash that such
\nHolder would have received if such Holder owned a number of shares of Common
\nStock equal to the Maximum Conversion Rate in effect immediately prior to 5:00
\np.m., New York City time, on the Record Date for such distribution.<\/p>\n

Any adjustment to the Fixed Conversion Rates pursuant to this Section
\n11(a)(iv) shall become effective immediately after 5:00 p.m., New York City
\ntime, on the Record Date for such distribution. If such distribution is not so
\npaid, the Fixed Conversion Rates shall be decreased, effective as of the earlier
\nof (a) the date the Board of Directors determines not to pay such dividend and
\n(b) the date such dividend was to have been paid, to the Fixed Conversion Rates
\nthat would then be in effect if such distribution had not been declared.<\/p>\n

(v) If the Corporation or one or more of its Subsidiaries purchases Common
\nStock pursuant to a tender offer or exchange offer (except as provided in
\nSection 11(c)(iii)) and the cash and value of any other consideration included
\nin the payment per share of Common Stock validly tendered or exchanged exceeds
\nthe Average VWAP per share of Common Stock over the 10 consecutive Trading Day
\nperiod commencing on, and including, the Trading Day next succeeding the last
\ndate on which tenders or exchanges may be made pursuant to such tender or
\nexchange offer (the “Expiration Date<\/strong>“), each Fixed Conversion
\nRate shall be increased based on the following formula:<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub> = CR0<\/sub> x<\/p>\n<\/td>\n

<\/td>\n\n

(FMV + (SP1<\/sub> x OS1<\/sub>))<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(SP1<\/sub> x OS0<\/sub>)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

where:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR0<\/sub><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York
\nCity time, on the tenth Trading Day immediately following, and including, the
\nTrading Day next succeeding the Expiration Date;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

28<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CR1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York
\nCity time, on the tenth Trading Day immediately following, and including, the
\nTrading Day next succeeding the Expiration Date;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

FMV<\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the fair market value (as determined in good faith by the Board of Directors)
\nas of the Expiration Date of the aggregate value of all cash and any other
\nconsideration paid or payable for shares of the Common Stock validly tendered or
\nexchanged and not withdrawn as of the Expiration Date (the “Purchased
\nShares<\/strong>“);<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OS1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding as of the last time tenders
\nor exchanges may be made pursuant to such tender or exchange offer (the
\n“Expiration Time<\/strong>“), less any Purchased Shares;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

OS0<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the number of shares of Common Stock outstanding at the Expiration Time,
\nincluding any Purchased Shares; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SP1<\/sub><\/p>\n<\/td>\n

<\/td>\n\n

=<\/p>\n<\/td>\n

<\/td>\n\n

the Average VWAP per share of the Common Stock for the 10 consecutive Trading
\nDay period commencing on, and including, the Trading Day next succeeding the
\nExpiration Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The adjustment to each Fixed Conversion Rate under this Section 11(a)(v)
\nshall occur at 5:00 p.m., New York City time, on the tenth consecutive Trading
\nDay immediately following, and including, the Trading Day immediately following
\nthe Expiration Date, but will be given effect as of 9:00 a.m., New York City
\ntime, on the Expiration Date. The Corporation shall delay the settlement of any
\nconversion of Series A Preferred Stock if the Conversion Date occurs during such
\n10 consecutive Trading Day period. In such event, the Corporation shall deliver
\nthe shares of Common Stock issuable in respect of such conversion (based on the
\nadjusted Fixed Conversion Rates) on the first Business Day immediately following
\nthe last Trading Day of such 10 consecutive Trading Day period.<\/p>\n

(vi) If the Corporation has in effect a shareholder rights plan while any
\nshares of Series A Preferred Stock remain outstanding, Holders shall receive,
\nupon a conversion of Series A Preferred Stock, in addition to Common Stock,
\nrights under the Corporation153s shareholder rights agreement unless, prior to
\nsuch conversion, the rights have expired, terminated or been redeemed or unless
\nthe rights have separated from the Common Stock. If the rights provided for in
\nthe shareholder rights plan have separated from the Common Stock in accordance
\nwith the provisions of the applicable shareholder rights agreement so that
\nHolders would not be entitled to receive any rights in respect of the Common
\nStock, if any, that the Corporation is required to deliver upon conversion of
\nSeries A Preferred Stock, each Fixed Conversion Rate shall be adjusted at the
\ntime of separation as if the Corporation had distributed to all holders of the
\nCommon Stock, capital stock (other than Common Stock), evidences of the
\nCorporation153s indebtedness, the Corporation153s assets or rights to acquire the
\ncapital stock, indebtedness or assets of the Corporation pursuant to Section
\n11(a)(iii) above, subject to readjustment upon the subsequent expiration,
\ntermination or redemption of the rights. A distribution of rights<\/p>\n

29<\/p>\n

\n

pursuant to a shareholder rights plan will not trigger an adjustment to the
\nFixed Conversion Rates pursuant to Section 11(a)(ii) or Section 11(a)(iii)
\nabove.<\/p>\n

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

(c) Calculation of Adjustments; Adjustments to Threshold Appreciation
\nPrice, Initial Price, Applicable Market Value and Five-Day Average VWAP<\/em>.\n<\/p>\n

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

If an adjustment is made to the Fixed Conversion Rates pursuant to this
\nSection 11, an inversely proportional adjustment shall also be made to the
\nThreshold Appreciation Price and the Initial Price solely for purposes of
\ndetermining which of clauses (i), (ii) and (iii) of the definition of Conversion
\nRate shall apply on the Mandatory Conversion Date. Such adjustment shall be made
\nby dividing each of the Threshold Appreciation Price and the Initial Price by a
\nfraction, the numerator of which shall be either Fixed Conversion Rate
\nimmediately after such adjustment pursuant to clause (i), (ii), (iii), (iv) or
\n(v) of Section 11(a) or Section 11(b) and the denominator of which shall be such
\nFixed Conversion Rate immediately before such adjustment. The Corporation shall
\nmake appropriate adjustments to the VWAP per share of Common Stock used to
\ncalculate the Applicable Market Value or the Five-Day Average VWAP, as the case
\nmay be, to account for any adjustments to the Fixed Conversion Rates that became
\neffective during the period in which the Applicable Market Value or the Five-Day
\nAverage VWAP, as the case may be, is being calculated.<\/p>\n

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

30<\/p>\n

\n

Holders held a number of shares of Common Stock equal to the Maximum
\nConversion Rate as of the Record Date for such transaction, multiplied
\nby<\/em> the number of shares of Series A Preferred Stock held by such Holders.\n<\/p>\n

(iii) The Fixed Conversion Rates shall not be adjusted except as provided
\nherein. Without limiting the foregoing, the Fixed Conversion Rates shall not be
\nadjusted for:<\/p>\n

(A) the issuance of any shares of Common Stock pursuant to any present or
\nfuture plan providing for the reinvestment of dividends or interest payable on
\nthe Corporation153s securities and the investment of additional optional amounts
\nin the Common Stock under any plan;<\/p>\n

(B) the issuance of any shares of Common Stock or options or rights to
\npurchase those shares pursuant to any present or future employee, director or
\nconsultant benefit plan, employee agreement or arrangement or program of the
\nCorporation or any Subsidiaries of the Corporation;<\/p>\n

(C) the issuance of any shares of Common Stock pursuant to any option,
\nwarrant, right or exercisable, exchangeable or convertible security outstanding
\nas of the Issue Date;<\/p>\n

(D) a change solely in the par value of the Common Stock;<\/p>\n

(E) stock repurchases that are not tender offers, including structured or
\nderivative transactions;<\/p>\n

(F) as a result of a tender offer solely to holders of fewer than 100 shares
\nof Common Stock; and<\/p>\n

(G) a third-party tender or exchange offer.<\/p>\n

(iv) The Corporation shall have the power to resolve any ambiguity and its
\naction in so doing, as evidenced by a resolution of the Board of Directors,
\nshall be final and conclusive unless clearly inconsistent with the intent
\nhereof.<\/p>\n

(d) Notice of Adjustment<\/em>. Whenever a Fixed Conversion Rate or the
\nFundamental Change Conversion Rate, as applicable, is to be adjusted, the
\nCorporation shall: (i) compute such adjusted Fixed Conversion Rate or the
\nFundamental Change Conversion Rate, as applicable, and prepare and transmit to
\nthe Transfer Agent an Officers153 Certificate setting forth such adjusted Fixed
\nConversion Rate or the Fundamental Change Conversion Rate, as applicable, the
\nmethod of calculation thereof in reasonable detail and the facts requiring such
\nadjustment and upon which such adjustment is based; (ii) as soon as practicable
\nfollowing the determination of a revised Fixed Conversion Rate or Fundamental
\nChange Conversion Rate, as applicable, provide, or cause to be provided, a
\nwritten notice to Holders of the occurrence of such event and (iii) as soon as
\npracticable following the determination of a revised Fixed Conversion Rate or
\nFundamental Change Conversion Rate, as applicable, provide, or cause to be
\nprovided, to Holders a statement setting forth in reasonable detail the method
\nby which the<\/p>\n

31<\/p>\n

\n

adjustment to such Fixed Conversion Rate or the Fundamental Change Conversion
\nRate, as applicable, was determined and setting forth such revised Fixed
\nConversion Rate or Fundamental Change Conversion Rate, as applicable.<\/p>\n

(e) Recapitalizations, Reclassifications and Changes of the Common
\nStock<\/em>. In the event of:<\/p>\n

(A) any recapitalization, reclassification or change of the Common Stock
\n(other than changes only in par value or resulting from a subdivision or
\ncombination);<\/p>\n

(B) any consolidation or merger of the Corporation with or into another
\nPerson or any statutory exchange or binding share exchange; or<\/p>\n

(C) any sale, transfer, lease or conveyance to another Person of all or
\nsubstantially all of the property and assets of the Corporation and its
\nSubsidiaries;<\/p>\n

in each case as a result of which the shares of Common Stock are exchanged
\nfor, or converted into, other securities, property or assets (including cash or
\nany combination thereof) (any such event, a “Reorganization
\nEvent<\/strong>“), then, at the effective time of such Reorganization Event, each
\nshare of Series A Preferred Stock outstanding immediately prior to such
\nReorganization Event shall, without the consent of Holders, become convertible
\ninto the kind and amount of such other securities, property or assets (including
\ncash or any combination thereof) that holders of the Common Stock received in
\nsuch Reorganization Event (the “Exchange Property<\/strong>“), and, at
\nthe effective time of such Reorganization Event, the Corporation shall amend its
\nCharter to provide for such change in the convertibility of the Series A
\nPreferred Stock; provided <\/em>that if the kind and amount of Exchange
\nProperty receivable upon such Reorganization Event is not the same for each
\nshare of Common Stock held immediately prior to such Reorganization Event by a
\nPerson, then the Exchange Property receivable upon such Reorganization Event
\nshall be deemed to be the weighted average of the types and amounts of
\nconsideration received by the holders of the Common Stock that affirmatively
\nmake an election (or of all such holders if none makes an election). The
\nConversion Rate then in effect shall be applied on the applicable Conversion
\nDate to the amount of such Exchange Property received per share of Common Stock
\nin the Reorganization Event (a “unit of Exchange Property<\/strong>“), as
\ndetermined in accordance with this Section 11(e). For the purpose of determining
\nwhich clause of the definition of Conversion Rate shall apply on the Mandatory
\nConversion Date and for the purpose of calculating the Conversion Rate if clause
\n(ii) of the definition thereof is applicable, the value of a unit of Exchange
\nProperty shall be determined in good faith by the Board of Directors, except
\nthat if a unit of Exchange Property includes common stock or American Depositary
\nReceipts (“ADRs<\/strong>“) that are traded on a U.S. national securities
\nexchange, the value of such common stock or ADRs shall be the Applicable Market
\nValue determined with regard to a share of such common stock or a single ADR, as
\nthe case may be (or for the purpose of determining the Stock Price on a
\nFundamental Change Conversion Date, the value of such common stock or ADRs shall
\nbe the Five-Day Average VWAP determined with regard to a share of such common
\nstock or a single ADR, as the case may be). For the purpose of paying accrued
\nand unpaid dividends in units of Exchange<\/p>\n

32<\/p>\n

\n

Property in accordance with Section 4, the value of a unit of Exchange
\nProperty shall equal 97% of the value determined pursuant to the immediately
\npreceding sentence.<\/p>\n

The above provisions of this Section 11(e) shall similarly apply to
\nsuccessive Reorganization Events and the provisions of Section 11(a)-(d) shall
\napply to any shares of capital stock of the Corporation (or of any successor)
\nreceived by the holders of Common Stock in any such Reorganization Event.<\/p>\n

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

(f) For purposes of this Section 11, the number of shares of Common Stock at
\nany time outstanding shall not include shares held in the treasury of the
\nCorporation but shall include shares issuable in respect of scrip certificates
\nissued in lieu of fractions of shares of Common Stock.<\/p>\n

SECTION 12.<\/strong> Liquidation Rights<\/em>. (a) Voluntary
\nor Involuntary Liquidation<\/em>. In the event of any liquidation, dissolution or
\nwinding up of the affairs of the Corporation, whether voluntary or involuntary,
\neach Holder shall be entitled to receive for each share of Series A Preferred
\nStock, out of the assets of the Corporation or proceeds thereof (whether capital
\nor surplus) available for distribution to stockholders of the Corporation,
\nsubject to the rights of any creditors of the Corporation, before any payment or
\ndistribution of such assets or proceeds is made to or set aside for the holders
\nof Common Stock and any other Junior Stock of the Corporation, payment in full
\nin an amount equal to the sum of (x) $100 per share of Series A Preferred Stock
\nand (y) an amount equal to any accrued and unpaid dividends on each share of
\nSeries A Preferred Stock, whether or not declared, to (but not including) the
\ndate fixed for liquidation, dissolution or winding up (such amounts
\ncollectively, the “Liquidation Preference<\/strong>“).<\/p>\n

(b) Partial Payment<\/em>. If in any distribution described in Section
\n12(a) the assets of the Corporation or proceeds thereof are not sufficient to
\npay in full the amounts payable with respect to all outstanding shares of Series
\nA Preferred Stock and any Parity Stock as to such distribution, Holders and the
\nholders of such Parity Stock shall share ratably in any such distribution in
\nproportion to the full accrued and unpaid respective distributions to which they
\nare entitled.<\/p>\n

(c) Residual Distributions<\/em>. After payment of the full amount of the
\nLiquidation Preference, including an amount equal to any accrued and unpaid
\ndividends, to which they are entitled, Holders will have no right or claim to
\nany of the remaining assets of the Corporation (or proceeds thereof).<\/p>\n

(d) Merger, Consolidation and Sale of Assets Not Liquidation<\/em>. For
\npurposes of this Section 12, the merger or consolidation of the Corporation with
\nor into any other corporation or other entity, or the sale, lease or exchange
\n(for cash, securities or other property) of all or<\/p>\n

33<\/p>\n

\n

substantially all of the assets of the Corporation, shall not constitute a
\nliquidation, dissolution or winding up of the Corporation.<\/p>\n

SECTION 13.<\/strong> No Sinking Fund<\/em>. The Series A Preferred
\nStock will not be subject to any mandatory redemption, sinking fund or other
\nsimilar provisions. Holders will have no right to require redemption or
\nrepurchase of any shares of Series A Preferred Stock.<\/p>\n

SECTION 14.<\/strong> Status of Converted or Repurchased
\nShares<\/em>. Shares of Series A Preferred Stock that are duly converted in
\naccordance herewith or repurchased or otherwise acquired by the Corporation
\nshall revert to authorized but unissued shares of Preferred Stock, undesignated
\nas to series and available for future issuance; provided<\/em> that any such
\ncancelled shares of Series A Preferred Stock may be reissued only as shares of
\nany series of Preferred Stock other than Series A Preferred Stock.<\/p>\n

SECTION 15.<\/strong> Voting Rights<\/em>. (a) General<\/em>.
\nHolders shall not have any voting rights in respect of their shares of Series A
\nPreferred Stock except as set forth below or as otherwise from time to time
\nrequired by law or the Charter. Except as provided herein with respect to voting
\nrights allocated pro rata<\/em> with other classes or series of Parity Stock
\nbased on the liquidation preference of each such class or series, Holders will
\nbe entitled to one vote for each such share on any matter on which Holders are
\nentitled to vote, including any action by written consent.<\/p>\n

(b) Preferred Directors<\/em>. Whenever, at any time or times, dividends
\npayable on the shares of Series A Preferred Stock have not been paid for an
\naggregate of six or more quarterly Dividend Periods, whether or not consecutive
\n(an “Event of Nonpayment<\/strong>“), immediately prior to the next
\nannual meeting or special meeting of the Corporation153s stockholders, the
\nauthorized number of directors on the Board of Directors shall automatically be
\nincreased by two and the Holders will have the right, with holders of shares of
\nany one or more other classes or series of outstanding Parity Stock upon which
\nlike voting rights have been conferred and are exercisable at the time, voting
\ntogether as a class (and with voting rights allocated pro rata<\/em> based on
\nthe liquidation preference of each such class or series), to elect two directors
\n(together, the “Preferred Directors<\/strong>” and each, a
\n“Preferred Director<\/strong>“) to fill such newly created directorships
\nat such meeting of the Corporation153s stockholders and at each subsequent annual
\nmeeting or special meeting of the Corporation153s stockholders until all accrued
\nand unpaid dividends have been paid in full or fully set aside for payment on
\nSeries A Preferred Stock, at which time such right will terminate, except as
\notherwise provided herein or expressly provided by law, subject to revesting in
\nthe event of each and every Event of Nonpayment; provided<\/em> that it will
\nbe a qualification for election for any Preferred Director that the election of
\nsuch Preferred Director will not cause the Corporation to violate any corporate
\ngovernance requirements of any securities exchange or other trading facility on
\nwhich the Corporation153s securities may then be listed or traded that listed or
\ntraded companies, including that the Corporation have a majority of independent
\ndirectors.<\/p>\n

Upon any termination of the right set forth in the immediately preceding
\nparagraph, the Preferred Directors shall cease to be qualified as directors, the
\nterm of office of all Preferred Directors then in office shall terminate
\nimmediately and the authorized number of directors shall be reduced by the
\nnumber of Preferred Directors elected as described above.<\/p>\n

34<\/p>\n

\n

Any Preferred Director may be removed at any time, with or without cause, and
\nany vacancy created thereby may be filled, only at a meeting of the
\nCorporation153s stockholders at which this is a permitted action by the
\naffirmative vote of the Holders of a majority in voting power of the shares of
\nSeries A Preferred Stock at the time outstanding voting separately as a class
\ntogether with the holders of shares of Parity Stock upon which like voting
\nrights have been conferred and are exercisable at the time (and with voting
\nrights allocated pro rata<\/em> based on the liquidation preference of each
\nsuch class or series), to the extent the voting rights of such Holders described
\nabove are then exercisable. If the office of any Preferred Director becomes
\nvacant for any reason other than removal from office as described above, the
\nremaining Preferred Director may choose a successor who will hold office for the
\nunexpired term in respect of which such vacancy occurred.<\/p>\n

At any time after the right of Holders to elect Preferred Directors has
\nbecome vested and is continuing but a meeting of the Corporation153s stockholders
\nto elect such Preferred Directors has not yet been held, or if a vacancy shall
\nexist in the office of any such Preferred Director that has not been filled by
\nthe remaining Preferred Director, the Board of Directors may, but shall not be
\nrequired to, call a special meeting of Holders and the holders of any one or
\nmore classes or series of outstanding Parity Stock upon which like voting rights
\nhave been conferred and are exercisable at the time, for the purpose of electing
\nthe Preferred Directors that such Holders and holders are entitled to elect;
\nprovided<\/em> that in the event the Board of Directors does not call such
\nspecial meeting, such election will be held at the next annual meeting. At any
\nsuch meeting held for the purpose of electing such Preferred Director or
\nPreferred Directors, as the case may be, (whether at an annual meeting or
\nspecial meeting), the presence in person or by proxy of the Holders and holders
\nof shares representing at least a majority of the voting power of the Series A
\nPreferred Stock and any Parity Stock having similar voting rights shall be
\nrequired to constitute a quorum of the Series A Preferred Stock and any Parity
\nStock having similar voting rights. The affirmative vote of Holders and the
\nholders of any Parity Stock having similar voting rights constituting a majority
\nof the voting power of such shares present at such meeting, in person or by
\nproxy, shall be sufficient to elect any such Preferred Director.<\/p>\n

(c) Voting Rights as to Particular Matters<\/em>. So long as any shares of
\nSeries A Preferred Stock are outstanding, in addition to any other vote or
\nconsent of stockholders required by law or by the Charter, the affirmative vote
\nor consent of the Holders of at least 66 2<\/sup>\/3% in voting power of the
\nshares of Series A Preferred Stock at the time outstanding and all other Parity
\nStock having similar voting rights that are exercisable at the time, voting
\ntogether as a single class (and with voting rights allocated pro rata<\/em>
\nbased on the liquidation preference of each such class or series), given in
\nperson or by proxy, either by vote at any meeting called for such purpose, or by
\nwritten consent in lieu of such meeting, shall be necessary for effecting or
\nvalidating:<\/p>\n

(i) Authorization of Senior Stock<\/em>. Any amendment or alteration of
\nthe Certificate of Designations or the Charter to authorize or create or
\nincrease the authorized amount of, or any issuance of, any shares of, or any
\nsecurities convertible into or exchangeable or exercisable for shares of, any
\nclass or series of capital stock of the Corporation ranking senior to Series A
\nPreferred Stock with respect to either or both the payment of dividends and\/or
\nthe distribution of assets on any liquidation, dissolution or winding up of the
\nCorporation (“Senior Stock<\/strong>“);<\/p>\n

35<\/p>\n

\n

(ii) Amendment of Series A Preferred Stock<\/em>. Any amendment,
\nalteration or repeal of any provision of the Certificate of Designations or the
\nCharter (including, unless no vote on such merger or consolidation is required
\nby Section 15(c)(iii), any amendment, alteration or repeal by means of a merger,
\nconsolidation or otherwise) so as to adversely affect the rights, preferences,
\nprivileges or voting powers of the Series A Preferred Stock; or<\/p>\n

(iii) Share Exchanges, Reclassifications, Mergers and
\nConsolidations<\/em>. Any consummation of a binding share exchange, a
\nreclassification involving the Series A Preferred Stock, or a merger or
\nconsolidation of the Corporation with or into another corporation or other
\nentity, unless in each case (x) the Series A Preferred Stock remains outstanding
\nor, in the case of any such merger or consolidation with respect to which the
\nCorporation is not the surviving or resulting entity, is converted into or
\nexchanged for preference securities of the surviving or resulting entity or its
\nultimate parent, and (y) the Series A Preferred Stock remaining outstanding or
\nsuch new preference securities, as the case may be, have such rights,
\npreferences, privileges and voting powers, and limitations and restrictions
\nthereof, taken as a whole, as are not materially less favorable to the holders
\nthereof than the rights, preferences, privileges and voting powers, and
\nlimitations and restrictions thereof, of Series A Preferred Stock immediately
\nprior to such consummation, taken as a whole;<\/p>\n

provided<\/em>, however<\/em>, that for all purposes of this Section
\n15(c), the creation and issuance, or an increase in the authorized or issued
\namount, whether pursuant to preemptive or similar rights or otherwise, of any
\nseries of Preferred Stock, or any securities convertible into or exchangeable or
\nexercisable for any other series of Preferred Stock (including the Series A
\nPreferred Stock), ranking equally with and\/or junior to Series A Preferred Stock
\nwith respect to the payment of dividends (whether such dividends are cumulative
\nor non-cumulative) and the distribution of assets upon liquidation, dissolution
\nor winding up of the Corporation shall not be deemed to adversely affect the
\nrights, preferences, privileges or voting powers, and shall not require the
\naffirmative vote or consent of, the Holders.<\/p>\n

(d) Procedures for Voting and Consents<\/em>. The rules and procedures for
\ncalling and conducting any meeting of Holders (including, without limitation,
\nthe fixing of a record date in connection therewith), the solicitation and use
\nof proxies at such a meeting, the obtaining of written consents and any other
\naspect or matter with regard to such a meeting or such consents shall be
\ngoverned by any rules the Board of Directors, in its discretion, may adopt from
\ntime to time, which rules and procedures shall conform to the requirements of
\nthe Charter, the Bylaws, applicable law and the rules of any national securities
\nexchange or other trading facility on which the Series A Preferred Stock is
\nlisted or traded at the time.<\/p>\n

SECTION 16.<\/strong> Record Holders.<\/em> To the fullest extent
\npermitted by applicable law, the Corporation and the Transfer Agent may deem and
\ntreat the Record Holder of any share of Series A Preferred Stock as the
\nabsolute, true and lawful owner thereof for all purposes, including, without
\nlimitation, for purposes of making payment and settling conversions, to the
\nfullest extent permitted by law and neither the Corporation nor the Transfer
\nAgent shall be affected by any notice to the contrary.<\/p>\n

36<\/p>\n

\n

SECTION 17.<\/strong> Notices.<\/em> All notices or communications
\nin respect of Series A Preferred Stock shall be sufficiently given if given in
\nwriting and delivered in person or by first class mail, postage prepaid, or if
\ngiven in such other manner as may be permitted in this Certificate of
\nDesignations, the Charter, the Bylaws or by applicable law. Notwithstanding the
\nforegoing, if shares of Series A Preferred Stock are issued in book-entry form
\nthrough DTC or any similar facility, such notices may be given to the Holders in
\nany manner permitted by such facility.<\/p>\n

SECTION 18.<\/strong> No Preemptive Rights;<\/em> No Redemption
\nRight<\/em>. No share of Series A Preferred Stock or share of common stock issued
\nupon conversion of the Series A Preferred Stock shall have any rights of
\npreemption whatsoever as to any securities of the Corporation, or any warrants,
\nrights or options issued or granted with respect thereto, regardless of how such
\nsecurities, or such warrants, rights or options, may be designated, issued or
\ngranted. The Series A Preferred Stock are not redeemable.<\/p>\n

SECTION 19.<\/strong> Replacement Stock Certificates.<\/em> (a) If
\nphysical certificates are issued, and any of the Series A Preferred Stock
\ncertificates shall be mutilated, lost, stolen or destroyed, the Corporation
\nshall, at the expense of the Holder thereof, issue, in exchange and in
\nsubstitution for and upon cancellation of the mutilated Series A Preferred Stock
\ncertificate, or in lieu of and substitution for the lost, stolen or destroyed
\nSeries A Preferred Stock certificate, a new Series A Preferred Stock certificate
\nof like tenor and representing an equivalent amount of shares of Series A
\nPreferred Stock, but only upon receipt of evidence of such loss, theft or
\ndestruction of such Series A Preferred Stock certificate and indemnity, if
\nrequested, satisfactory to the Corporation and the Transfer Agent.<\/p>\n

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

SECTION 20.<\/strong> Transfer Agent, Registrar, Conversion and
\nDividend Disbursing Agent.<\/em> The duly appointed Transfer Agent, Registrar,
\nconversion and dividend disbursing agent for the Series A Preferred Stock shall
\nbe The Bank of New York Mellon Corporation. The Corporation may, in its sole
\ndiscretion, remove the Transfer Agent in accordance with the agreement between
\nthe Corporation and the Transfer Agent; provided<\/em> that the Corporation
\nshall appoint a successor transfer agent who shall accept such appointment prior
\nto the effectiveness of such removal. Upon any such removal or appointment, the
\nCorporation shall send notice thereof by first-class mail, postage prepaid, to
\nthe Holders.<\/p>\n

SECTION 21.<\/strong> Form.<\/em> (a) The Series A Preferred Stock
\nshall be issued in the form of one or more permanent global shares of Series A
\nPreferred Stock in definitive, fully registered form eligible for book-entry
\nsettlement with the global legend (the “Global Shares Legend<\/strong>“)
\nas set forth on the form of Series A Preferred Stock certificate attached hereto
\nas Exhibit A (each, a “Global Preferred Share<\/strong>“), which is
\nhereby incorporated in and expressly made part of this Certificate of
\nDesignations. The Global Preferred Shares may have notations, legends or
\nendorsements required by law, stock exchange rules, agreements to which the
\nCorporation is<\/p>\n

37<\/p>\n

\n

subject, if any, or usage (provided that any such notation, legend or
\nendorsement is in a form acceptable to the Corporation). The Global Preferred
\nShares shall be deposited on behalf of the Holders represented thereby with the
\nRegistrar, at its New York office as custodian for DTC (the
\n“Depositary<\/strong>“), and registered in the name of the Depositary or
\na nominee of the Depositary, duly executed by the Corporation and countersigned
\nand registered by the Registrar as hereinafter provided. The aggregate number of
\nshares represented by each Global Preferred Share may from time to time be
\nincreased or decreased by adjustments made on the records of the Registrar and
\nthe Depositary or its nominee as hereinafter provided.<\/p>\n

This Section 21(a) shall apply only to a Global Preferred Share deposited
\nwith or on behalf of the Depositary. The Corporation shall execute and the
\nRegistrar shall, in accordance with this Section 21(a), countersign and deliver
\nany Global Preferred Shares that (i) shall be registered in the name of Cede
\n& Co. or other nominee of the Depositary and (ii) shall be delivered by the
\nRegistrar to Cede & Co. or pursuant to instructions received from Cede &
\nCo. or held by the Registrar as custodian for the Depositary pursuant to an
\nagreement between the Depositary and the Registrar. Members of, or participants
\nin, the Depositary (“Agent Members<\/strong>“) shall have no rights under
\nthis Certificate of Designations with respect to any Global Preferred Share held
\non their behalf by the Depositary or by the Registrar as the custodian of the
\nDepositary, or under such Global Preferred Share, and the Depositary may be
\ntreated by the Corporation, the Registrar and any agent of the Corporation or
\nthe Registrar as the absolute owner of such Global Preferred Share for all
\npurposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
\nthe Corporation, the Registrar or any agent of the Corporation or the Registrar
\nfrom giving effect to any written certification, proxy or other authorization
\nfurnished by the Depositary or impair, as between the Depositary and its Agent
\nMembers, the operation of customary practices of the Depositary governing the
\nexercise of the rights of a holder of a beneficial interest in any Global
\nPreferred Share. The Holder of the Global Preferred Shares may grant proxies or
\notherwise authorize any Person to take any action that a Holder is entitled to
\ntake pursuant to the Global Preferred Shares, this Certificate of Designations
\nor the Charter.<\/p>\n

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

(b) Signature<\/em>. Two Officers permitted by applicable law shall sign
\neach Global Preferred Share for the Corporation, in accordance with the
\nCorporation153s Bylaws and applicable law, by manual or facsimile signature. If an
\nOfficer whose signature is on a Global Preferred Share no longer holds that
\noffice at the time the Registrar countersigned such Global Preferred Share, such
\nGlobal Preferred Share shall be valid nevertheless. A Global Preferred Share
\nshall<\/p>\n

38<\/p>\n

\n

not be valid until an authorized signatory of the Registrar manually
\ncountersigns such Global Preferred Share. Each Global Preferred Share shall be
\ndated the date of its countersignature. The foregoing paragraph shall likewise
\napply to any certificate representing shares of Series A Preferred Stock.<\/p>\n

SECTION 22.<\/strong> Stock Transfer and Stamp Taxes. <\/em>The
\nCorporation shall pay any and all stock transfer and documentary stamp taxes
\nthat may be payable in respect of any issuance or delivery of shares of Series A
\nPreferred Stock or shares of Common Stock or other securities issued on account
\nof Series A Preferred Stock pursuant hereto or certificates representing such
\nshares or securities. The Corporation shall not, however, be required to pay any
\nsuch tax that may be payable in respect of any transfer involved in the issuance
\nor delivery of shares of Series A Preferred Stock or Common Stock or other
\nsecurities in a name other than that in which the shares of Series A Preferred
\nStock with respect to which such shares or other securities are issued or
\ndelivered were registered, or in respect of any payment to any Person other than
\na payment to the Holder thereof, and shall not be required to make any such
\nissuance, delivery or payment unless and until the Person otherwise entitled to
\nsuch issuance, delivery or payment has paid to the Corporation the amount of any
\nsuch tax or has established, to the satisfaction of the Corporation, that such
\ntax has been paid or is not payable.<\/p>\n

SECTION 23.<\/strong> Listing.<\/em> The Corporation hereby
\ncovenants and agrees that, if its listing application for the Series A Preferred
\nStock is approved, upon such listing, the Corporation shall use its reasonable
\nbest efforts to keep the Series A Preferred Stock listed on the New York Stock
\nExchange.<\/p>\n

If the Global Preferred Share or Global Preferred Shares, as the case may be,
\nor the Series A Preferred Stock represented thereby shall be listed on the New
\nYork Stock Exchange or any other stock exchange, the Depositary may, with the
\nwritten approval of the Corporation, appoint a registrar (acceptable to the
\nCorporation) for registration of such Global Preferred Share or Global Preferred
\nShares, as the case may be, or the Series A Preferred Stock represented thereby
\nin accordance with the requirements of such exchange. Such registrar (which may
\nbe the Registrar if so permitted by the requirements of such exchange) may be
\nremoved and a substitute registrar appointed by the Registrar upon the request
\nor with the written approval of the Corporation. If the Global Preferred Share
\nor Global Preferred Shares, as the case may be or the Series A Preferred Stock
\nrepresented thereby are listed on one or more other stock exchanges, the
\nRegistrar will, at the request and expense of the Corporation, arrange such
\nfacilities for the delivery, transfer, surrender and exchange of such Global
\nPreferred Share or Global Preferred Shares, as the case may be, or the Series A
\nPreferred Stock represented thereby as may be required by law or applicable
\nstock exchange regulations.<\/p>\n

The Mandatory Convertible Preferred Stock will, with respect to dividend
\nrights or rights upon the liquidation, winding-up or dissolution of the
\nCorporation rank (i) senior to any Junior Stock, (ii) on parity with any Parity
\nStock and (iii) junior to any Senior Stock and the Corporation153s existing and
\nfuture indebtedness (including trade payables).<\/p>\n

SECTION 24.<\/strong> Other Rights.<\/em> The shares of Series A
\nPreferred Stock shall not have any rights, preferences, privileges or voting
\npowers or relative, participating, optional or other special<\/p>\n

39<\/p>\n

\n

rights, or qualifications, limitations or restrictions thereof, other than as
\nset forth herein or in the Charter or as provided by applicable law.<\/p>\n

[Remainder of Page Left Blank Intentionally<\/em>.]<\/p>\n

40<\/p>\n

\n

IN WITNESS WHEREOF, Unisys Corporation has caused this Certificate of
\nDesignations to be signed by Nancy Straus Sundheim, its authorized signatory,
\nthis 28th<\/sup> day of February, 2011.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

UNISYS CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Nancy Straus Sundheim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Nancy Straus Sundheim<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: Senior Vice President, General<\/p>\n

Counsel and Secretary<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CERTIFICATE OF DESIGNATIONS SIGNATURE PAGE<\/p>\n

\n

Exhibit A <\/strong><\/p>\n

[FORM OF FACE OF 6.25% MANDATORY CONVERTIBLE PREFERRED STOCK,
\nSERIES A]<\/p>\n

[INCLUDE FOR GLOBAL PREFERRED SHARES]<\/p>\n

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
\nDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC<\/strong>“), TO
\nTHE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND
\nANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
\nOTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
\nPAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
\nAUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
\nVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
\nOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.<\/p>\n

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
\nNOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR153S
\nNOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
\nTRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT
\nWITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
\nTO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES
\nAND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
\nTHAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.<\/p>\n

1<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Certificate Number [ <\/u>]<\/p>\n<\/td>\n

<\/td>\n\n

[Initial] Number of Shares of Series A<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Preferred Stock [ <\/u>]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

CUSIP [ <\/u>]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

ISIN [ <\/u>]<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

UNISYS CORPORATION <\/strong><\/p>\n

6.25% Mandatory Convertible Preferred Stock, Series A<\/p>\n

(par value $1.00 per share)<\/p>\n

(initial liquidation preference $100 per share)<\/p>\n

UNISYS CORPORATION, a Delaware corporation (the
\n“Corporation<\/strong>“), hereby certifies that [ <\/u>] \/ [Cede &
\nCo.] (the “Holder<\/strong>“), is the registered owner of [ <\/u>(
\n<\/u>)] \/ [the number shown on Schedule I hereto of] fully paid and
\nnon-assessable shares of the Corporation153s designated 6.25% Mandatory
\nConvertible Preferred Stock, Series A, with a par value of $1.00 per share and
\nan initial liquidation preference of $100 per share (the “Series A
\nPreferred Stock<\/strong>“). The shares of Series A Preferred Stock are
\ntransferable on the books and records of the Registrar, in person or by a duly
\nauthorized attorney, upon surrender of this certificate duly endorsed and in
\nproper form for transfer. The designations, rights, privileges, restrictions,
\npreferences and other terms and provisions of the Series A Preferred Stock
\nrepresented hereby are, and shall in all respects be. subject to the provisions
\nof the Certificate of Designations, Preferences and Rights dated February 28,
\n2011 as the same may be amended from time to time (the “Certificate of
\nDesignations<\/strong>“). Capitalized terms used herein but not defined shall
\nhave the meaning given them in the Certificate of Designations. The Corporation
\nwill provide a copy of the Certificate of Designations to a Holder without
\ncharge upon written request to the Corporation at its principal place of
\nbusiness.<\/p>\n

Reference is hereby made to select provisions of the Series A Preferred Stock
\nset forth on the reverse hereof, and to the Certificate of Designations, which
\nselect provisions and the Certificate of Designations shall for all purposes
\nhave the same effect as if set forth at this place.<\/p>\n

Upon receipt of this executed certificate, the Holder is bound by the
\nCertificate of Designations and is entitled to the benefits thereunder.<\/p>\n

Unless the Registrar has properly countersigned this share certificate
\nrepresenting the shares of Series A Preferred Stock, such shares of Series A
\nPreferred Stock shall not be entitled to any benefit under the Certificate of
\nDesignations or be valid or obligatory for any purpose.<\/p>\n

2<\/p>\n

\n

IN WITNESS WHEREOF, this certificate has been executed on behalf of the
\nCorporation by two Officers of the Corporation this [ <\/u>].<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

UNISYS CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

REGISTRAR153S COUNTERSIGNATURE<\/p>\n

These are shares of Series A Preferred Stock referred to in the
\nwithin-mentioned Certificate of Designations.<\/p>\n

Dated: [ <\/u>]<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE BANK OF NEW YORK MELLON, as Registrar<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

[FORM OF REVERSE OF CERTIFICATE FOR SERIES A PREFERRED STOCK]\n<\/p>\n

Cumulative dividends on each share of Series A Preferred Stock shall be
\npayable subject to the terms and conditions of, in the manner and at the
\napplicable rate provided in the Certificate of Designations.<\/p>\n

The shares of Series A Preferred Stock shall be convertible into shares of
\ncommon stock, par value $0.01 per share, of the Corporation (the “Common Stock”)
\nor units of Exchange Property, as the case may be, in the manner and in
\naccordance with the terms set forth in the Certificate of Designations.<\/p>\n

The Corporation shall furnish without charge to each holder who so requests a
\nsummary of the authority of the board of directors to determine variations for
\nfuture series within a class of stock and the designations, limitations,
\npreferences and relative, participating, optional or other special rights of
\neach class or series of share capital issued by the Corporation and the
\nqualifications, limitations or restrictions of such preferences and\/or rights.\n<\/p>\n

5<\/p>\n

\n

ASSIGNMENT<\/p>\n

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of
\nSeries A Preferred Stock evidenced hereby to:<\/p>\n

(Insert assignee153s social security or taxpayer identification,
\nif any)<\/p>\n

(Insert address and zip code of assignee)<\/p>\n

(Insert assignee153s social security or taxpayer identification,
\nif any)<\/p>\n

and irrevocably appoints:<\/p>\n

as agent to transfer the shares of Series A Preferred Stock evidenced hereby
\non the books of the Transfer Agent. The agent may substitute another to act for
\nhim or her.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(Sign exactly as your name appears on the other side of this Certificate)\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Signature Guarantee:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Signature must be guaranteed by an “eligible guarantor institution” that is
\na bank, stockbroker, savings and loan association or credit union meeting the
\nrequirements of the Transfer Agent, which requirements include membership or
\nparticipation in the Securities Transfer Agents Medallion Program
\n(“STAMP<\/strong>“) or such other “signature guarantee program” as may be
\ndetermined by the Transfer Agent in addition to, or in substitution for, STAMP,
\nall in accordance with the Securities Exchange Act of 1934, as amended.)<\/p>\n

6<\/p>\n

\n

Schedule I1<\/sup><\/p>\n

Unisys Corporation<\/p>\n

Global Preferred Share<\/p>\n

6.25% Mandatory Convertible Preferred Stock, Series A<\/p>\n

Certificate Number: [ <\/u>]<\/p>\n

The number of shares of Series A Preferred Stock initially represented by
\nthis Global Preferred Share shall be . Thereafter the Transfer Agent and
\nRegistrar shall note changes in the number of shares of Series A Preferred Stock
\nevidenced by this Global Preferred Share in the table set forth below:<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amount of Decrease<\/p>\n

in Number of Shares<\/p>\n

Represented by this<\/p>\n

Global Preferred<\/p>\n

Share<\/p>\n<\/td>\n

<\/td>\n\n

Amount of Increase<\/p>\n

in Number of Shares<\/p>\n

Represented by this<\/p>\n

Global Preferred<\/p>\n

Share<\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares<\/p>\n

Represented by this<\/p>\n

Global Preferred<\/p>\n

Share following<\/p>\n

Decrease or<\/p>\n

Increase<\/p>\n<\/td>\n

<\/td>\n\n

Signature of<\/p>\n

Authorized Officer<\/p>\n

of Transfer Agent<\/p>\n

and Registrar<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

1<\/sup><\/p>\n<\/td>\n

\n

Attach Schedule I only to Global Preferred Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9160],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9562,9560],"class_list":["post-40901","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-unisys-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-finance__desig","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40901","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40901"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40901"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40901"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40901"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}