{"id":41598,"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-incorporation-exxon-mobil-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-exxon-mobil-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-exxon-mobil-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; Exxon Mobil Corp."},"content":{"rendered":"<pre>                                 RESTATED\n\n                        CERTIFICATE OF INCORPORATION\n\n                                    of\n\n                           EXXON MOBIL CORPORATION\n\n\n                     (As Amended Effective June 20, 2001)\n\n\n\n            Exxon Mobil Corporation, a corporation organized and existing under \nthe laws of the State of New Jersey, restates and integrates its Certificate of \nIncorporation, as heretofore restated and amended, to read in full as herein \nset forth:\n\n             FIRST.    The name of the corporation is:\n\n\n                           EXXON MOBIL CORPORATION\n\n\n            SECOND.    The address of the corporation's registered office is \n830 Bear Tavern Road, West Trenton, New Jersey 08628-1020. The name of the \nCorporation's registered agent at such address, upon whom process against the \ncorporation may be served, is Corporation Service Company.\n\n            THIRD.    The purposes for which the corporation is organized are \nto engage in any or all activities within the purposes for which corporations \nnow or at any time hereafter may be organized under the New Jersey Business \nCorporation Act and under all amendments and supplements thereto, or any \nrevision thereof or any statute enacted to take the place thereof, including \nbut not limited to the following:\n\n            (1)    To do all kinds of mining, manufacturing and trading \nbusiness; transporting goods and merchandise by land or water in any manner; to \nbuy, sell, lease and improve lands; to build houses, structures, vessels, cars, \nwharves, docks and piers; to lay and operate pipelines; to erect and operate \ntelegraph and telephone lines and lines for conducting electricity; to enter \ninto and carry out contracts of every kind pertaining to its business; to \nacquire, use, sell and grant licenses under patent rights; to purchase or \notherwise acquire, hold, sell, assign and transfer shares of capital stock and \nbonds or other evidences of indebtedness of corporations, and to exercise all \nthe privileges of ownership including voting upon the securities so held; to \ncarry on its business and have offices and agencies therefor in all parts of \nthe world; and to hold, purchase, mortgage and convey real estate and personal \nproperty within or without the State of New Jersey;\n\n            (2)    To engage in any activities encompassed within this Article \nThird directly or through a subsidiary or subsidiaries and to take any and all \nacts deemed appropriate to promote the interests of such subsidiary or \nsubsidiaries, including, without limiting the foregoing, the following: making \ncontracts and incurring liabilities for the benefit of such subsidiary or \n\n\n\nsubsidiaries; transferring or causing to be transferred to any such subsidiary \nor subsidiaries assets of this corporation; guaranteeing dividends on any \nshares of the capital stock of any such subsidiary; guaranteeing the principal \nand interest or either of the bonds, debentures, notes or other evidences of \nindebtedness issued or obligations incurred by any such subsidiary or \nsubsidiaries; securing said bonds, debentures, notes or other evidences of \nindebtedness so guaranteed by mortgage of or security interest in the property \nof this corporation; and contracting that said bonds, debentures, notes or \nother evidences of indebtedness so guaranteed, whether secured or not, may be \nconvertible into shares of this corporation upon such terms and conditions as \nmay be approved by the board of directors;\n\n            (3)    To guarantee the bonds, debentures, notes or other evidences \nof indebtedness issued, or obligations incurred, by any corporation, \npartnership, limited partnership, joint venture or other association in which \nthis corporation at the time such guarantee is made has a substantial interest \nor where such guarantee is otherwise in furtherance of the interests of this \ncorporation; and\n\n            (4)    To exercise as a purpose or purposes each power granted to \ncorporations by the New Jersey Business Corporation Act or by any amendment or \nsupplement thereto or by any statute enacted to take the place thereof, insofar \nas such powers authorize or may hereafter authorize corporations to engage in \nactivities.\n\n            FOURTH.    The aggregate number of shares which the corporation \nshall have authority to issue is nine billion two hundred million \n(9,200,000,000) shares, divided into two hundred million (200,000,000) shares \nof preferred stock without par value and nine billion  (9,000,000,000) shares \nof common stock without par value.\n\n            (1)    The board of directors of the corporation is authorized at \nany time or from time to time (i) to divide the shares of preferred stock into \nclasses and into series within any class or classes of preferred stock; (ii) to \ndetermine for any such class or series its designation, relative rights, \npreferences and limitations; (iii) to determine the number of shares in any \nsuch class or series (including a determination that such class or series shall \nconsist of a single share); (iv) to increase the number of shares of any such \nclass or series previously determined by it and to decrease such previously \ndetermined number of shares to a number not less than that of the shares of \nsuch class or series then outstanding; (v) to change the designation or number \nof shares, or the relative rights, preferences and limitations of the shares, \nof any theretofore established class or series no shares of which have been \nissued; and (vi) to cause to be executed and filed without further approval of \nthe shareholders such amendment or amendments to the Restated Certificate of \nIncorporation as may be required in order to accomplish any of the foregoing. \nIn particular, but without limiting the generality of the foregoing, the board \nof directors is authorized to determine with respect to the shares of any class \nor series of preferred stock:\n\n                   (a)    whether the holders thereof shall be entitled to \ncumulative, non-cumulative or partially cumulative dividends or to no dividends \nand, with respect to shares entitled to dividends, the dividend rate or rates \n(which may be fixed or variable and may be made dependent upon facts \nascertainable outside of the Restated Certificate of Incorporation) and any \nother terms and conditions relating to such dividends;\n\n                   (b)    whether the holders thereof shall be entitled to \nreceive dividends payable on a parity with or subordinate or in preference to \nthe dividends payable on any other class or series of shares of the \ncorporation;\n\n                                2\n\n\n                   (c)    whether, and if so to what extent and upon what terms \nand conditions, the holders thereof shall be entitled to preferential rights \nupon the liquidation of, or upon any distribution of the assets of, the \ncorporation;\n\n                   (d)    whether, and if so upon what terms and conditions, \nsuch shares shall be convertible into other securities;\n\n                   (e)    whether, and if so upon what terms and conditions, \nsuch shares shall be redeemable;\n\n                   (f)    the terms and amount of any sinking fund provided for \nthe purchase or redemption of such shares; and\n\n                   (g)    the voting rights, if any, to be enjoyed by such \nshares and the terms and conditions for the exercise thereof.\n\n            (2)    Each holder of shares of common stock shall be entitled to \none vote for each share of common stock held of record by such holder on all \nmatters on which holders of shares of common stock are entitled to vote.\n\n            (3)    No holder of any shares of common or preferred stock of the \ncorporation shall have any right as such holder (other than such right, if any, \nas the board of directors in its discretion may determine) to purchase, \nsubscribe for or otherwise acquire any unissued or treasury shares, or any \noption rights, or securities having conversion or option rights, of the \ncorporation now or hereafter authorized.\n\n            (4)    The relative voting, dividend, liquidation and other rights, \npreferences and limitations of the shares of the class of preferred stock \ndesignated \"Class A Preferred Stock\" and the class of preferred stock \ndesignated \"Class B Preferred Stock\" are as set forth in this Article FOURTH \nand in Exhibit A to this Restated Certificate of Incorporation.\n\n            FIFTH.    The following is a list of the names and residences of \nthe original shareholders, and of the number of shares held by each:\n\nH.M. Flagler                   of New York City,             One share.\nPaul Babcock, Jr.              of Jersey City,               One share.\nJames McGee                    of Plainfield, New Jersey,    One share.\nThos. C. Bushnell              of Morristown, New Jersey,    One share.\n\nJohn D. Rockefeller            of Cleveland, Ohio,           }\nWm. Rockefeller                of New York City,             }\nJ.A. Bostwick                  of New York City,             }\nJohn D. Archbold               of New York City,             }\nO.H. Payne                     of Cleveland, Ohio,           }\nWm. G. Warden                  of Philadelphia, Pa.,         }\nBenj. Brewster                 of New York City,             }\nChas. Pratt                    of Brooklyn, N.Y.,            }\nand H.M. Flagler               of New York City.             }\n\n\n                                3\n\n\n\n\n            Trustees of Standard Oil Trust, twenty-nine thousand nine hundred \n            and ninety-six shares (29,996), of which twenty-one thousand seven \n            hundred and twenty-four shares (21,724) were issued for property \n            purchased and necessary for the business of this corporation.\n\n            SIXTH.    The number of directors of the corporation as of \nNovember 30, 1999 is 19 and their names and business office addresses are:\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                 4\n\n\n\n\nDr. Michael J. Boskin                           Mr. Phillip E. Lippincott\nHoover Institution                              P.O. Box 2159\nStanford University                             Park City, Utah 84060\nStanford, California 94305-6010\n                                                Mr. Harry J. Longwell\nMr. Rene Dahan                                  5959 Las Colinas Boulevard\n5959 Las Colinas Boulevard                      Irving, Texas 75039-2298\nIrving, Texas 75039-2298\n                                                Mrs. Marilyn Carlson Nelson\nMr. William T. Esrey                            Carlson Companies, Inc.\nSprint Corporation                              1405 Xenium Lane North\n2330 Shawnee Mission Pkwy.                      Plymouth, Minnesota 55441\nWestwood, Kansas 66205\n                                                Mr. J. Richard Munro\nMr. Donald V. Fites                             Time Warner Cable\n100 N. E. Adams Street                          290 Harbor Drive\nPeoria, IL  61629-9210                          Stamford, CT  06902\n\nMr. Jess Hay                                    Mr. Lucio A. Noto\nChase Tower                                     5959 Las Colinas Boulevard\n2200 Ross Avenue                                Irving, TX  75039-2298\nDallas, Texas 75201-2764\n                                                Mr. Lee R. Raymond\nMr. Charles A. Heimbold, Jr.                    5959 Las Colinas Boulevard\nBristol-Myers Squibb Company                    Irving, Texas 75039-2298\n345 Park Avenue\nNew York, NY 10154-0037                         Mr. Eugene A. Renna\n                                                5959 Las Colinas Boulevard\nMr. James R. Houghton                           Irving, Texas 75039-2298\n80 East Market Street\nCorning, New York 14830                         Mr. Walter V. Shipley\n                                                The Chase Manhattan Corporation\nMr. William R. Howell                           270 Park Avenue\n6501 Legacy Drive                               New York, New York 10017-2070\nPlano, Texas 75024-3698\n                                                Mr. Robert E. Wilhelm\nMrs. Helene L. Kaplan                           5959 Las Colinas Boulevard\nSkadden, Arps, Slate, Meagher &amp; Flom            Irving, Texas 75039-2298\n919 Third Avenue\nNew York, NY  10022-3897\n\nDr. Reatha Clark King\nGeneral Mills Foundation\nOne General Mills Boulevard\nMinneapolis, Minnesota 55426\n\n\n\n\n\n\n\n\n\n\n\n                                5\n\n\n            SEVENTH.    The number of directors at any time may be increased or \ndiminished by vote of the board of directors, and in case of any such increase \nthe board of directors shall have power to elect each such additional director \nto hold office until the next succeeding annual meeting of shareholders and \nuntil his successor shall have been elected and qualified.\n\n            The board of directors, by the affirmative vote of a majority of \nthe directors in office, may remove a director or directors for cause where, in \nthe judgment of such majority, the continuation of the director or directors in \noffice would be harmful to the corporation and may suspend the director or \ndirectors for a reasonable period pending final determination that cause exists \nfor such removal.\n\n            The board of directors from time to time shall determine whether \nand to what extent, and at what times and places, and under what conditions and \nregulations, the accounts and books of the corporation, or any of them, shall \nbe open to the inspection of the shareholders; and no shareholder shall have \nany right of inspecting any account or book or document of the corporation, \nexcept as conferred by statute or authorized by the board of directors, or by a \nresolution of the shareholders.\n\n            EIGHTH.    The following action may be taken by the affirmative \nvote of a majority of the votes cast by the holders of shares of the \ncorporation entitled to vote thereon:\n\n            (1)    The adoption by the shareholders of a proposed amendment of \nthe certificate of incorporation of the corporation;\n\n            (2)    The adoption by the shareholders of a proposed plan of \nmerger or consolidation involving the corporation;\n\n            (3)    The approval by the shareholders of a sale, lease, exchange, \nor other disposition of all, or substantially all, the assets of the \ncorporation otherwise than in the usual and regular course of business as \nconducted by the corporation; and\n\n            (4)    Dissolution.\n\n            NINTH.    Except as otherwise provided by statute or by this \ncertificate of incorporation or the by-laws of the corporation as in each case \nthe same may be amended from time to time, all corporate powers may be \nexercised by the board of directors. Without limiting the foregoing, the board \nof directors shall have power, without shareholder action:\n\n            (1)    To authorize the corporation to purchase, acquire, hold, \nlease, mortgage, pledge, sell and convey such property, real, personal and \nmixed, without as well as within the State of New Jersey, as the board of \ndirectors may from time to time determine, and in payment for any property to \nissue, or cause to be issued, shares of the corporation, or bonds, debentures, \nnotes or other obligations or evidence of indebtedness thereof secured by \npledge, security interest or mortgage, or unsecured; and\n\n            (2)    To authorize the borrowing of money, the issuance of bonds, \ndebentures, notes and other obligations or evidences of indebtedness of the \ncorporation, secured or unsecured, and the inclusion of provisions as to \nredeemability and convertibility into shares of \n\n                                  6\n\n\n\nstock of the corporation or otherwise, and, as security for money borrowed or \nbonds, debentures, notes and other obligations or evidences of indebtedness \nissued by the corporation, the mortgaging or pledging of any property, real, \npersonal, or mixed, then owned or thereafter acquired by the corporation.\n\n            TENTH.    To the full extent from time to time permitted by law, no \ndirector or officer of the corporation shall be personally liable to the \ncorporation or its shareholders for damages for breach of any duty owed to the \ncorporation or its shareholders. Neither the amendment or repeal of this \nArticle, nor the adoption of any provision of this certificate of incorporation \ninconsistent with this Article, shall eliminate or reduce the protection \nafforded by this Article to a director or officer of the corporation with \nrespect to any matter which occurred, or any cause of action, suit or claim \nwhich but for this Article would have accrued or arisen, prior to such \namendment, repeal or adoption.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                               7\n\n                                                                      EXHIBIT A\n\n                                     PART I\n\n                            Class A Preferred Stock\n\n            Section 1.  Designation and Amount; Special Purpose Restricted \n            _________   __________________________________________________\n                        Transfer Issue.\n                        _______________\n\n            (A)    The shares of this class of preferred stock shall be \ndesignated as \"Class A Preferred Stock\" (referred to herein as the \"Class A \nPreferred Stock\") and the aggregate number of shares constituting such class \nwhich the Corporation shall have the authority to issue is 16,500,000. The \nshares of this class shall have a stated value of $61.50 per share (the \"Stated \nValue\").\n\n            (B)    Shares of Class A Preferred Stock shall be issued only to a \ntrustee acting on behalf of the Plan (as defined in Section 9(F)(vii)). In the \nevent of any transfer of shares of Class A Preferred Stock to any person other \nthan the Corporation or the trustee of the Plan, the shares of Class A \nPreferred Stock so transferred, upon such transfer and without any further \naction by the Corporation or the holder, shall be automatically converted into \nshares of the Corporation's Common Stock without par value (the \"Common Stock\") \npursuant to Section 5 hereof and no such transferee shall have any of the \nvoting powers, preferences and relative, participating, optional or special \nrights ascribed to shares of Class A Preferred Stock hereunder but, rather, \nonly the powers and rights pertaining to the Common Stock into which such \nshares of Class A Preferred Stock shall be so converted. In the event of such a \nconversion, the transferee of the shares of Class A Preferred Stock shall be \ntreated for all purposes as the record holder of the shares of Common Stock \ninto which such shares of Class A Preferred Stock have been automatically \nconverted as of the date of such transfer; provided, however, that the pledge \n                                           ________  _______\nof Class A Preferred Stock as collateral under any credit agreement for the \nfinancing or refinancing of the initial purchase of the Class A Preferred Stock \nby the Plan shall not constitute a transfer for purposes of this Section 1. \nCertificates representing shares of Class A Preferred Stock shall be legended \nto reflect such restrictions on transfer. Notwithstanding the foregoing \nprovisions of this Section 1 (B), shares of Class A Preferred Stock (i) upon \nallocation to the account of a participant in the Plan, shall be converted into \nshares of Common Stock pursuant to Section 5 hereof and the shares of Common \nStock issued upon such conversion may be transferred by the holder thereof as \npermitted by law and (ii) shall be redeemable by the Corporation upon the terms \nand conditions provided by Sections 6, 7 and 8 hereof.\n\n            Section 2.  Dividends and Distributions.\n            _________   ____________________________\n\n            (A)    Subject to the provisions for adjustment hereinafter set \nforth, the holders of shares of Class A Preferred Stock shall be entitled to \nreceive, when, as and if declared by the Board of Directors out of funds \navailable under applicable law and the Certificate of Incorporation, cumulative \ncash dividends (\"Preferred Dividends\") in an amount per share equal to $4.68 \nper annum and no more, payable (x) monthly in arrears, one-twelfth on the 20th \nday of each month, commencing on July 20, 1989 and ending on June 20, 1990, and \nthereafter (y) quarterly in arrears, one-quarter on the 20th day of each March, \nJune, September and December in each year (each such monthly and quarterly date \na \"Dividend Payment Date\"), to holders of record at the start of business on \nsuch Dividend Payment Date. In the event that any Dividend Payment Date shall \noccur on any day other than a \"Business Day\" (as defined in Section 9(F)(i)), \n\n                                  8\n\nthe dividend payment due on such Dividend Payment Date shall be paid on the \nBusiness Day immediately succeeding such Dividend Payment Date. Preferred \nDividends shall begin to accrue on outstanding shares of Class A Preferred \nStock from the date of issuance of such shares of Class A Preferred Stock. \nPreferred Dividends shall accrue on a daily basis whether or not the \nCorporation shall have earnings or surplus at the time. Preferred Dividends \naccrued after the date of issuance for any period less than a full monthly or \nquarterly period, as the case may be, between Dividend Payment Dates shall be \ncomputed on the basis of a 360-day year consisting of twelve 30-day months and \nsuch a proportional dividend shall accrue for the period from the date of \nissuance until the end of the dividend payment period in which such issuance \noccurs. Accumulated but unpaid Preferred Dividends shall accumulate as of the \nDividend Payment Date on which they first become payable, but no interest shall \naccrue on accumulated but unpaid Preferred Dividends.\n\n            (B)    So long as any Class A Preferred Stock shall be outstanding, \nno dividend shall be declared or paid or set apart for payment on any other \nclass of stock ranking on a parity with the Class A Preferred Stock as to \ndividends (\"Parity Stock\"), unless there shall also be or have been declared \nand paid or set apart for payment on the Class A Preferred Stock dividends \nratably in proportion to the respective amounts of dividends (a) accumulated \nand unpaid through all dividend payment periods for the Class A Preferred Stock \nending on or before the dividend payment date of such Parity Stock and (b) \naccumulated and unpaid on such Parity Stock through the dividend payment period \non such Parity Stock next preceding such dividend payment date. So long as any \nClass A Preferred Stock shall be outstanding, in the event that full cumulative \ndividends on the Class A Preferred Stock have not been declared and paid or set \napart for payment for all prior dividend payment periods, the Corporation shall \nnot declare or pay or set apart for payment any dividends or make any other \ndistributions on, or make any payment on account of the purchase, redemption or \nother retirement of, any other class of stock or series thereof of the \nCorporation ranking as to dividends junior to the Class A Preferred Stock \n(\"Junior Stock\") until full cumulative and unpaid dividends on the Class A \nPreferred Stock shall have been paid or declared and set apart for payment; \nprovided, however, that the foregoing shall not apply to (i) any dividend \n________  _______\npayable solely in any shares of any Junior Stock, or (ii) the acquisition of \nshares of any Junior Stock either (x) pursuant to any employee or director \nincentive or benefit plan or arrangement (including any employment, severance \nor consulting agreement) of the Corporation or any subsidiary of the \nCorporation heretofore or hereafter adopted or (y) in exchange solely for \nshares of any other Junior Stock.\n\n            Section 3.  Voting Rights.  The holders of shares of Class A \n            _________   _____________\nPreferred Stock shall have the following voting rights:\n\n            (A)    The holders of Class A Preferred Stock shall be entitled to \nvote on all matters submitted to a vote of the holders of Common Stock of the \nCorporation, voting together as one class with the holders of Common Stock and \nany other class or series of preferred stock so voting as one class. Each share \nof the Class A Preferred Stock shall entitle the holder thereof to a number of \nvotes equal to the number of shares of Common Stock into which such share of \nClass A Preferred Stock could be converted pursuant to the first sentence of \nSection 5(A) hereof on the record date for determining the shareholders \nentitled to vote, rounded to the nearest one-tenth of a vote; it being \nunderstood that whenever the \"Conversion Ratio\" (as defined in Section 5 \nhereof) is adjusted pursuant to Section 9 hereof, the voting rights of the \nClass A Preferred Stock shall also be similarly adjusted.\n\n                                  9\n\n            (B)    Except as otherwise required by law, holders of Class A \nPreferred Stock shall have no special voting rights and their consent shall not \nbe required (except to the extent they are entitled to vote with holders of \nCommon Stock or any other class or series of preferred stock) for the taking of \nany corporate action.\n\n            Section 4.  Liquidation, Dissolution or Winding-Up.\n            _________   ______________________________________\n\n            (A)    Upon any voluntary or involuntary liquidation, dissolution \nor winding-up of the Corporation, the holders of Class A Preferred Stock shall \nbe entitled to receive out of assets of the Corporation which remain after \nsatisfaction in full of all valid claims of creditors of the Corporation and \nwhich are available for payment to shareholders, and subject to the rights of \nthe holders of any class of stock of the Corporation ranking senior to or on a \nparity with the Class A Preferred Stock in respect of distributions upon \nliquidation, dissolution or winding-up of the Corporation, before any amount \nshall be paid or distributed among the holders of Common Stock or any other \nclass of stock ranking junior to the Class A Preferred Stock in respect of \ndistributions upon liquidation, dissolution or winding-up of the Corporation, \nliquidating distributions in an aggregate amount of $61.50 per share of Class A \nPreferred Stock plus an amount equal to all accrued and unpaid dividends \nthereon to the date fixed for distribution, and no more. If upon any \nliquidation, dissolution or winding-up of the Corporation, the amounts payable \nwith respect to the Class A Preferred Stock and any other class of stock \nranking as to any such distribution on a parity with the Class A Preferred \nStock are not paid in full, the holders of the Class A Preferred Stock and such \nother class of stock shall share ratably in any distribution of assets in \nproportion to the full respective preferential amounts to which they are \nentitled. After payment of the full amount to which they are entitled as \nprovided by the foregoing provisions of this Section 4(A), the holders of \nshares of Class A Preferred Stock shall not be entitled to any further right or \nclaim to any of the remaining assets of the Corporation.\n\n            (B)    Neither the merger, consolidation or combination of the \nCorporation with or into any other corporation, nor the sale, lease, transfer \nor other exchange of all or any portion of the assets of the Corporation (or \nany purchase or redemption of some or all of the shares of any class or series \nof stock of the Corporation), shall be deemed to be a dissolution, liquidation \nor winding-up of the affairs of the Corporation for purposes of this Section 4, \nbut the holders of Class A Preferred Stock shall nevertheless be entitled in \nthe event of any such transaction to the rights provided by Section 8 hereof.\n\n            (C)    Written notice of any voluntary or involuntary liquidation, \ndissolution or winding-up of the Corporation, stating the payment date or dates \nwhen, and the place or places where, the amounts distributable to holders of \nClass A Preferred Stock and any other class or series of preferred stock in \nsuch circumstances shall be payable, and stating that, except in the case of \nClass A Preferred Stock represented by uncertificated shares, such payment will \nbe made only after the surrender (or submission for notation of any partial \npayment) of such holder's certificates representing shares of Class A Preferred \nStock, shall be given by first class mail, postage prepaid, mailed not less \nthan twenty (20) days prior to any payment date stated therein, to the holders \nof Class A Preferred Stock, at the address shown on the books of the \nCorporation or any transfer agent for the Class A Preferred Stock.\n\n                                 10\n\n            Section 5.  Conversion into Common Stock.\n            _________   ____________________________\n\n            (A)    A holder of shares of Class A Preferred Stock shall be \nentitled at any time, but not later than the close of business on the \nRedemption Date (as hereinafter defined) of such shares pursuant to Section 6, \n7 or 8 hereof, to cause any or all of such shares to be converted into a number \nof shares of Common Stock for each share of Class A Preferred Stock which \ninitially shall be one and which shall be adjusted as hereinafter provided \n(and, as so adjusted, is hereinafter sometimes referred to as the \"Conversion \nRatio\"). In addition to the foregoing and subject to Section 5(B) hereof, a \nholder of shares of Class A Preferred Stock upon allocation of such shares to \nthe account of a participant in the Plan shall be required to convert each such \nshare of Class A Preferred Stock into the greater of (i) that number of shares \nof Common Stock which shall be the quotient obtained by dividing the Stated \nValue of each share of Class A Preferred Stock by the greater of (x) \n$15 divided by the Conversion Ratio or (y) the average of the high and low \nsales prices for a share of Common Stock on the trading day next preceding the \nConversion Date (as hereinafter defined) on which one or more sales of shares \nof Common Stock occur, all as reported on the Composite Tape (as hereinafter \ndefined), or (ii) that number of shares of Common Stock equal to the Conversion \nRatio. The Corporation's determination in good faith in respect of the number \nof shares to be issued upon any and all conversions pursuant to the preceding \nsentence shall be conclusive.\n\n            (B)    Any holder of shares of Class A Preferred Stock desiring or \nrequired to convert such shares into shares of Common Stock shall surrender the \ncertificate or certificates representing the shares of Class A Preferred Stock \nbeing converted, duly assigned or endorsed for transfer to the Corporation (or \naccompanied by duly executed stock powers relating thereto) in case of a \nrequest for registration in a name other than that of such holder, at the \noffices of the Corporation or the transfer agent for the Common Stock \naccompanied by written notice of conversion. Such notice of conversion shall \nspecify (i) the number of shares of Class A Preferred Stock to be converted, \nand the name or names in which such holder wishes the certificate or \ncertificates for Common Stock and for any shares of Class A Preferred Stock not \nto be so converted to be issued (or the name or names in which ownership of \nsuch shares is to be registered in the event that they are to be \nuncertificated), (ii) the address or addresses to which such holder wishes \ndelivery to be made of such new certificates to be issued upon such conversion, \nand (iii) whether the conversion is being effected pursuant to the second \nsentence of Section 5(A) hereof.\n\n            (C)    A conversion of shares of Class A Preferred Stock into \nshares of Common Stock pursuant to Section 5(A) shall be effective immediately \nbefore the close of business on the day of the later of (i) the surrender to \nthe Corporation of the certificate or certificates for the shares of Class A \nPreferred Stock to be converted, duly assigned or endorsed for transfer to the \nCorporation (or accompanied by duly executed stock powers relating thereto) in \ncase of a request for registration in a name other than that of such holder and \n(ii) the giving of the notice of conversion as provided herein (the \"Conversion \nDate\"). On and after such Conversion Date, the person or persons entitled to \nreceive the Common Stock issuable upon such conversion shall be treated for all \npurposes as the record holder or holders of such shares of Common Stock.\n\n            (D)    Promptly after the Conversion Date for shares of Class A \nPreferred Stock to be converted, the Corporation or the transfer agent for the \nCommon Stock shall issue and send by hand delivery (with receipt to be \nacknowledged) or by first class mail, postage prepaid, to the holder of such \nshares or to such holder's designee, at the address designated by such holder, \na \n\n                                 11\n\ncertificate or certificates for the number of shares of Common Stock to which \nsuch holder shall be entitled upon conversion. In the event that there shall \nhave been surrendered a certificate or certificates representing shares of \nClass A Preferred Stock only part of which are to be converted, the Corporation \nor the transfer agent for the Common Stock shall issue and deliver to such \nholder or such holder's designee a new certificate or certificates representing \nthe number of shares of Class A Preferred Stock which shall not have been \nconverted.\n\n            (E)    The Corporation shall not be obligated to deliver to holders \nof Class A Preferred Stock any fractional share or shares of Common Stock \nissuable upon any conversion of such shares of Class A Preferred Stock, but in \nlieu thereof may make a cash payment in respect thereof in any manner permitted \nby law. The determination in good faith by the Corporation of the amount of any \nsuch cash payments shall be conclusive.\n\n            (F)    The Corporation shall at all times reserve and keep \navailable out of its authorized and unissued and\/or treasury Common Stock \nsolely for issuance upon the conversion of shares of Class A Preferred Stock as \nherein provided, free from any preemptive rights, the maximum number of shares \nof Common Stock as shall from time to time be issuable upon the conversion of \nall shares of Class A Preferred Stock then outstanding.\n\n            Section 6.  Redemption at the Option of the Corporation.\n            _________   ___________________________________________\n\n            (A)    The Class A Preferred Stock shall be redeemable, in whole or \nin part, at the option of the Corporation at any time at the Stated Value, plus \nan amount equal to all accrued and unpaid dividends thereon to the date fixed \nfor redemption (the close of business on such date being referred to as the \n\"Redemption Date\"); provided that such redemption may be made on or after \n                    ________\nDecember 20, 1990 and prior to July 20, 1995 only if (i) the Corporation shall \nhave requested that the trustee of the Plan repay the indebtedness incurred by \nsuch trustee to purchase the shares of Class A Preferred Stock and (ii) either \n(x) Section 404(k) of the Code (as hereinafter defined) is repealed or amended \nor the Internal Revenue Service or the Treasury Department promulgates a \nRevenue Ruling or Regulation or a federal Court of Appeals issues a decision \ninvolving the Corporation, at any time on or after December 20, 1990 and prior \nto July 20, 1995 with the effect that less than 100% of the dividends payable \non the shares of any capital stock of the Corporation including, without \nlimitation, Class A Preferred Stock or Common Stock held in the Plan is \ndeductible by the Corporation, when paid to participants in the Plan or their \nbeneficiaries or used to repay indebtedness as described in Section 404(k) of \nthe Code, from its gross income for purposes of determining its liability for \nthe federal income tax imposed by Section 11 of the Code or (y) the Code is \namended at any time on or after December 20, 1990 and prior to July 20, 1995 \n(other than to change the rate of any existing tax imposed by the Code) or the \nInternal Revenue Service or the Treasury Department promulgates a Revenue \nRuling or Regulation or a federal Court of Appeals issues a decision involving \nthe Corporation, with the effect that the Corporation's liability for the \nalternative minimum tax imposed by Section 55 of the Code, the general federal \nincome tax imposed by Section 11 of the Code or any other tax hereafter imposed \nby the Code is increased solely by reason of its claiming a deduction in \nrespect of dividends paid on the shares of any capital stock of the Corporation \nincluding, without limitation, Class A Preferred Stock or Common Stock held in \nthe Plan in a manner consistent with Section 404(k) of the Code. Payment of the \nredemption price shall be made by the Corporation in cash or shares of Common \nStock or a combination thereof, as permitted by paragraph (C) of this Section \n6.  From and after the Redemption Date, dividends on shares of Class A \nPreferred Stock called for redemption will cease to accrue, such shares will no\nlonger be\n\n                                12\n\ndeemed to be outstanding and all rights in respect of such shares of the \nCorporation shall cease, except the right to receive the redemption price. No \ninterest shall accrue at the redemption price after the Redemption Date. If \nless than all of the outstanding shares of Class A Preferred Stock are to be \nredeemed, the Corporation shall either redeem a portion of the shares of each \nholder determined pro rata based on the number of shares held by each holder or \nshall select the shares to be redeemed by lot or as may be otherwise determined \nby the Board of Directors of the Corporation.\n\n            (B)    Unless otherwise required by law, notice of redemption \npursuant to paragraph (A) of this Section 6 will be sent to the holders of \nClass A Preferred Stock at the address shown on the books of the Corporation or \nany transfer agent for the Class A Preferred Stock by first class mail, postage \nprepaid, mailed not less than thirty (30) days nor more than sixty (60) days \nprior to the Redemption Date. Such Class A Preferred Stock shall continue to be \nentitled to the conversion rights provided in Section 5 hereof through such \nRedemption Date. Each such notice shall state: (i) the Redemption Date; (ii) \nthe total number of shares of the Class A Preferred Stock to be redeemed and, \nif fewer than all the shares held by such holder are to be redeemed, the number \nof such shares to be redeemed from such holder; (iii) the redemption price and \nthe intended form of payment; (iv) the place or places where certificates for \nsuch shares are to be surrendered for payment of the redemption price; (v) that \ndividends on the shares to be redeemed will cease to accrue on such Redemption \nDate; and (vi) a summary of the conversion rights of the shares to be redeemed, \nthe period within which conversion rights may be exercised, and the Conversion \nRatio in effect at the time. Upon surrender of the certificate for any shares \nso called for redemption and not previously converted (or upon giving the \nnotice of redemption in the case of uncertificated shares), but not earlier \nthan the Redemption Date, the Corporation shall pay to the holder of such \nshares or its designee the redemption price set forth pursuant to this \nSection 6.\n\n            (C)    The Corporation, at its option, may make payment of the \nredemption price required upon redemption of shares of Class A Preferred Stock \npursuant to Section 6 or 7 hereof in cash or in shares of Common Stock or in a \ncombination of such shares and cash, any such shares of Common Stock to be \nvalued for such purpose at their Fair Market Value (as defined in Section \n9(F)(iii)) on the Redemption Date. Any shares of Common Stock so issued or \ndelivered (or issued or delivered pursuant to Section 7) shall be deemed to \nhave been issued or delivered to the holder of the Class A Preferred Stock as \nof the Redemption Date and such holder shall be deemed to have become the \nrecord holder thereof as of the Redemption Date.\n\n            Section 7.  Other Redemption Rights.\n            _________   _______________________\n\n            Shares of Class A Preferred Stock shall be redeemed by the \nCorporation for cash or, if the Corporation so elects, in shares of Common \nStock, or a combination of such shares and cash (any such shares of Common \nStock to be valued for such purpose in accordance with Section 6(C)), at a \nredemption price equal to the Stated Value plus accrued and unpaid dividends \nthereon to the date fixed for redemption, at the option of the holder, at any \ntime and from time to time upon notice to the Corporation given not less than \nfive (5) Business Days prior to the Redemption Date fixed by the holder in such \nnotice (i) in the event that the Plan is determined by the Internal Revenue \nService not to be qualified within the meaning of Sections 401(a) and \n4975(e)(7) of the Internal Revenue Code of 1986, as amended from time to time \n(the \"Code\") or (ii) in the event that the Plan is terminated in accordance \nwith its terms.\n\n                                13\n\n            Section 8.  Consolidation, Combination, Merger, Etc.\n            _________   _______________________________________\n\n            (A)    In the event that the Corporation shall consummate any \nconsolidation, combination, merger or substantially similar transaction, \npursuant to which the outstanding shares of Common Stock are by operation of \nlaw exchanged solely for or changed, reclassified or converted solely into \nstock of any successor or resulting corporation (including the Corporation) \nthat constitutes \"qualifying employer securities\" with respect to a holder of \nClass A Preferred Stock within the meaning of Section 409(1) of the Code and \nSection 407(d)(5) of the Employee Retirement Income Security Act of 1974, as \namended, or any successor provisions of law, and, if applicable, for a cash \npayment in lieu of fractional shares, if any, the shares of Class A Preferred \nStock of such holder shall in connection therewith be exchanged for or \nconverted into preferred stock of such successor or resulting corporation, \nhaving in respect of such corporation insofar as possible the same powers, \npreferences and relative, participating, optional or other special rights \n(including the redemption rights provided by Sections 6, 7 and 8 hereof), and \nthe qualifications, limitations or restrictions thereon, that the Class A \nPreferred Stock had immediately prior to such transaction, except that after \nsuch transaction each share of the Class A Preferred Stock shall be \nconvertible, otherwise on the terms and conditions provided by Section 5 \nhereof, into the number and kind of qualifying employer securities so \nreceivable by a holder of the number of shares of Common Stock into which such \nshares of Class A Preferred Stock could have been converted pursuant to the \nfirst sentence of Section 5(A) hereof immediately prior to such transaction; \nprovided, however, that if by virtue of the structure of such transaction, a \n________  _______\nholder of Common Stock is required to make an election with respect to the \nnature and kind of consideration to be received in such transaction, such \nholder of shares of Class A Preferred Stock shall be entitled to make an \nequivalent election as to the nature and kind of consideration it shall \nreceive, and if such election cannot practicably be made by the holders of the \nClass A Preferred Stock, then the shares of Class A Preferred Stock shall, by \nvirtue of such transaction and on the same terms as apply to the holders of \nCommon Stock, be convertible into or exchangeable for the aggregate amount of \nqualifying employer securities (payable in like kind and proportion) receivable \nby a holder of the number of shares of Common Stock into which such shares of \nClass A Preferred Stock could have been converted immediately prior to such \ntransaction if such holder of Common Stock failed to exercise any rights of \nelection to receive any kind or amount of qualifying employer securities \nreceivable upon such transaction (provided that, if the kind or amount of \n                                  ________\nqualifying employer securities receivable upon such transaction is not the same \nfor each non-electing share, then the kind and amount of qualifying employer \nsecurities receivable upon such transaction for each such non-electing share \nshall be the kind and amount so receivable per share by a plurality of the \nnon-electing shares). The conversion rights of the class of preferred stock of \nsuch successor or resulting corporation for which the Class A Preferred Stock \nis exchanged or into which it is converted, shall successively be subject to \nadjustments pursuant to Section 9 hereof after any such transactions as nearly \nequivalent as practicable to the adjustments provided for by such Section prior \nto such transaction. The Corporation shall not consummate any such merger, \nconsolidation or similar transaction unless the successor or resulting \ncorporation shall have agreed to recognize and honor the rights of the holders \nof Class A Preferred Stock set forth in this Section 8(A).\n\n            (B)    In the event that the Corporation shall consummate any \nconsolidation, combination, merger or substantially similar transaction, \npursuant to which the outstanding shares of Common Stock are by operation of \nlaw exchanged for or changed, reclassified or converted into other stock or \nsecurities or cash or any other property, or any combination thereof, \n\n                                 14\n\nother than solely qualifying employer securities (as referred to in Section \n8(A)) and cash payments, if applicable, in lieu of fractional shares, \noutstanding shares of Class A Preferred Stock shall, without any action on the \npart of the Corporation or any holder thereof (but subject to Section 8(C)), be \ndeemed to have been converted pursuant to the first sentence of Section 5(A) \nhereof immediately prior to the consummation of such merger, consolidation, \ncombination or similar business combination transaction into the number of \nshares of Common Stock into which such shares of Class A Preferred Stock could \nhave been converted pursuant to the first sentence of Section 5(A) hereof at \nsuch time so that each share of Class A Preferred Stock shall, by virtue of \nsuch transaction and on the same terms as apply to the holders of Common Stock, \nbe converted into or exchanged for the aggregate amount of stock, securities, \ncash or other property (payable in like kind and proportion) receivable by a \nholder of the number of shares of Common Stock into which such share of Class A \nPreferred Stock could have been converted pursuant to the first sentence of \nSection 5(A) hereof immediately prior to such transaction; provided, however, \n                                                           ________  _______\nthat if by virtue of the structure of such transaction, a holder of Common \nStock is required to make an election with respect to the nature and kind of \nconsideration to be received in such transaction, the holder of Class A \nPreferred Stock shall be entitled to make an equivalent election as to the kind \nof consideration it shall receive, and if such election cannot practicably be \nmade by the holders of the Class A Preferred Stock, then the shares of Class A \nPreferred Stock shall, by virtue of such transaction and on the same terms as \napply to the holders of Common Stock, be converted into or exchanged for the \naggregate amount of stock, securities, cash or other property (payable in like \nkind and proportion) receivable by a holder of the number of shares of Common \nStock into which such shares of Class A Preferred Stock could have been \nconverted immediately prior to such transaction if such holder of Common Stock \nfailed to exercise any rights of election as to the kind or amount of stock, \nsecurities, cash or other property receivable upon such transaction (provided \n                                                                     ________\nthat, if the kind or amount of stock, securities, cash or other property \n____\nreceivable upon such transaction is not the same for each non-electing share, \nthen the kind and amount of stock, securities, cash or other property \nreceivable upon such transaction for each such non-electing share shall be the \nkind and amount so receivable per share by a plurality of the non-electing \nshares).\n\n            (C)    In the event the Corporation shall enter into any agreement \nproviding for any consolidation, combination, merger or substantially similar \ntransaction described in Section 8(B), then the Corporation shall as soon as \npracticable thereafter (and in any event at least twenty (20) Business Days \nbefore consummation of such transaction) give notice of such agreement and the \nmaterial terms thereof to each holder of Class A Preferred Stock and each \nholder shall have the right to elect, by written notice to the Corporation, to \nreceive, upon consummation of such transaction (if and when such transaction is \nconsummated), from the Corporation or the successor of the Corporation, in \nredemption and retirement of such Class A Preferred Stock, a cash payment equal \nto the amount payable in respect of shares of Class A Preferred Stock upon \nredemption pursuant to Section 6(A) hereof as if the date of the consummation \nof such transaction was the Redemption Date. No such notice of redemption shall \nbe effective unless given to the Corporation prior to the close of business on \nthe second Business Day prior to consummation of such transaction, unless the \nCorporation or the successor of the Corporation shall waive such prior notice, \nbut any notice of redemption so given prior to such time may be withdrawn by \nnotice of withdrawal given to the Corporation prior to the close of business on \nthe second Business Day prior to consummation of such transaction.\n\n                                 15\n\n            Section 9.  Anti-dilution Adjustments.\n            _________   _________________________\n\n            (A)    In the event the Corporation shall, at any time or from time \nto time while any of the shares of the Class A Preferred Stock are outstanding, \n(i) pay a dividend or make a distribution in respect of the Common Stock in \nshares of Common Stock, (ii) subdivide the outstanding shares of Common Stock \nor (iii) combine the outstanding shares of Common Stock into a smaller number \nof shares, in each case whether by reclassification of shares, recapitalization \nof the Corporation (including a recapitalization effected by a merger or \nconsolidation to which Section 8 hereof does not apply) or otherwise, the \nConversion Ratio in effect immediately prior to such action shall be adjusted \nby multiplying such Conversion Ratio by a fraction, the numerator of which is \nthe number of shares of Common Stock outstanding immediately after such event, \nand the denominator of which is the number of shares of Common Stock \noutstanding immediately before such event. An adjustment made pursuant to this \nSection 9(A) shall be given effect, upon payment of such a dividend or \ndistribution, as of the record date for the determination of shareholders \nentitled to receive such dividend or distribution (on a retroactive basis) and \nin the case of a subdivision or combination shall become effective immediately \nas of the effective date thereof.\n\n            (B)    In the event the Corporation shall, at any time or from time \nto time while any shares of Class A Preferred Stock are outstanding, issue \nrights, options or warrants to all holders of its outstanding Common Stock, \nwithout any charge to such holders, entitling them (for a period expiring \nwithin forty-five (45) days after the record date mentioned below) to subscribe \nfor or purchase shares of Common Stock at a price per share which is more than \n2% lower at the record date mentioned below than the then Current Market Price \nper share of Common Stock, the Conversion Ratio in effect immediately prior to \nsuch action shall, subject to paragraphs (D) and (E) of this Section 9, be \nadjusted by multiplying such Conversion Ratio by a fraction (i) the numerator \nof which shall be the number of shares of Common Stock outstanding on the date \nof issuance of such rights, options or warrants plus the number of additional \nshares of Common Stock issued upon exercise thereof, and (ii) the denominator \nof which shall be the number of shares of Common Stock outstanding on the date \nof issuance of such rights, options or warrants plus the number of shares which \nthe aggregate offering price of the total number of shares of Common Stock so \nissued would purchase at the then Current Market Price per share of Common \nStock. Such adjustment shall be made whenever such rights, options or warrants \nhave expired, and shall become effective retroactively immediately after the \nrecord date for the determination of shareholders entitled to receive such \nrights, options or warrants on the basis of the number of rights, options or \nwarrants actually exercised.\n\n            (C)    In the event the Corporation shall, at any time or from time \nto time while any of the shares of Class A Preferred Stock are outstanding, \nmake an Extraordinary Distribution (as defined in Section 9(F)(ii)) in respect \nof the Common Stock, whether by dividend, distribution, reclassification of \nshares or recapitalization of the Corporation (other than a recapitalization or \nreclassification effected by a merger, combination or consolidation to which \nSection 8 hereof applies), the Conversion Ratio in effect immediately prior to \nsuch Extraordinary Distribution shall, subject to paragraphs (D) and (E) of \nthis Section 9, be adjusted by multiplying such Conversion Ratio by a fraction, \nthe numerator of which shall be the product of (i) the number of shares of \nCommon Stock outstanding immediately before such Extraordinary Distribution and \n(ii) the Fair Market Value of a share of Common Stock on the Valuation Date (as \ndefined in Section 9(F)(vi)) with respect to an Extraordinary Distribution, and \nthe \n\n                               16\n\ndenominator of which shall be (i) the product of (x) the number of shares of \nCommon Stock outstanding immediately before such Extraordinary Distribution and \n(y) the Fair Market Value of a share of Common Stock on the Valuation Date with \nrespect to an Extraordinary Distribution, minus (ii) the Fair Market Value  of \n                                          _____\nthe Extraordinary Distribution on the Valuation Date. The Corporation shall \nsend each holder of Class A Preferred Stock notice of its intent to make any \nExtraordinary Distribution at the same time as, or as soon as practicable \nafter, such intent is first communicated (including by announcement of a record \ndate in accordance with the rules of the principal stock exchange on which the \nCommon Stock is listed or admitted to trading) to holders of Common Stock. Such \nnotice shall indicate the intended record date and the amount and nature of \nsuch dividend or distribution, and the Conversion Ratio in effect at such time.\n\n            (D)    Notwithstanding any other provisions of this Section 9, the \nCorporation shall not be required to make any adjustment of the Conversion \nRatio unless such adjustment would require an increase or decrease of at least \none percent (1%) in the Conversion Ratio. Any lesser adjustment shall be \ncarried forward and shall be made no later than the time of, and together with, \nthe next subsequent adjustment which, together with any adjustment or \nadjustments so carried forward, shall amount to an increase or decrease of at \nleast one percent (1%) in the Conversion Ratio.\n\n            (E)    The Corporation shall be entitled to make such additional \nadjustments in the Conversion Ratio, in addition to those required by the \nforegoing provisions of this Section 9, as shall be necessary in order that any \ndividend or distribution in shares of capital stock of the Corporation, \nsubdivision, reclassification or combination of shares of stock of the \nCorporation or any recapitalization of the Corporation shall not be taxable to \nholders of the Common Stock.\n\n            (F)    For purposes of this Exhibit A, the following definitions \nshall apply:\n\n                   (i)    \"Business Day\" shall mean each day that is not a \nSaturday, Sunday or a day which state or federally chartered banking \ninstitutions in New York are required or authorized to be closed.\n\n                   (ii)   \"Extraordinary Distribution\" shall mean any dividend \nor other distribution (effected while any of the shares of Class A Preferred \nStock are outstanding) of (x) cash to the extent that such dividend or \ndistribution when added to the amount of all cash dividends and distributions \npaid during the preceding period of twelve (12) calendar months exceeds fifteen \npercent (15%) of the aggregate Fair Market Value of all shares of Common Stock \noutstanding on the declaration date for such Extraordinary Distribution and\/or \n(y) any shares of capital stock of the Corporation (other than shares of Common \nStock), other securities of the Corporation, evidences of indebtedness of the \nCorporation or any other person or any other property (including shares of any \nsubsidiary of the Corporation), or any combination thereof, but excluding \nrights, options or warrants to which Section 9(B) refers (without regard to the \nsubscription or purchase price provided for therein).\n\n                   (iii)  \"Fair Market Value\" shall mean, as to shares of \nCommon Stock or any other class of publicly traded capital stock or securities \nof the Corporation or any other issuer which are publicly traded, the average \nof the Current Market Prices of such shares or securities for each day of the \nAdjustment Period. The \"Fair Market Value\" of any security which is not \npublicly traded or of any other property shall mean the fair \n\n                                 17\n\nvalue thereof as determined by an independent investment banking or appraisal \nfirm experienced in the valuation of such securities or property, which firm \nshall be selected in good faith by the Board of Directors of the Corporation or \na committee thereof, or, if no such investment banking or appraisal firm is in \nthe good faith judgment of the Board of Directors or such committee available \nto make such determination, as determined in good faith by the Board of \nDirectors of the Corporation or such committee.\n\n                   (iv)   \"Current Market Price\" of publicly traded shares of \nCommon Stock or any other class of capital stock or other security of the \nCorporation or any other issuer shall mean (I) the last reported sales price, \nregular way, or, if no sale takes place on such day, the average of the \nreported closing bid and asked prices, regular way, in either case as reported \non the Composite Tape for New York Stock Exchange transactions (the \"Composite \nTape\") or, (II) if such security is not listed or admitted to trading on the \nNew York Stock Exchange (the \"NYSE\"), on the principal national securities \nexchange on which such security is listed or admitted to trading or, (III) if \nnot listed or admitted to trading on any national securities exchange, on the \nNational Market System of the National Association of Securities Dealers, Inc. \nAutomated Quotation System (\"NASDAQ National Market System\") or, (IV) if such \nsecurity is not quoted on the NASDAQ National Market System, the average of the \nclosing bid and asked prices on each such day in the over-the-counter market as \nreported by NASDAQ or, (V) if bid and asked prices for such security on each \nsuch day shall not have been reported through NASDAQ, the average of the bid \nand asked prices for such day as furnished by any NYSE member firm regularly \nmaking a market in such security selected for such purposes by the Board of \nDirectors of the Corporation or a committee thereof, in each case, on each \ntrading day during the Adjustment Period; provided, however, in determining the \n                                          ________  _______\nCurrent Market Price, the value (as reasonably determined by the Board of \nDirectors of the Corporation or a committee thereof) of any \"due-bill\" or \nsimilar instrument which is then associated with a share of Common Stock or any \nother class of capital stock or other security, shall be deducted.\n\n                   (v)    \"Adjustment Period\" shall mean the period of five (5) \nconsecutive trading days preceding, and including, the date as of which the \nFair Market Value of a security is to be determined.\n\n                   (vi)   \"Valuation Date\" with respect to an Extraordinary \nDistribution shall mean the date that is five (5) Business Days prior to the \nrecord date for such Extraordinary Distribution.\n\n                   (vii)  \"Plan\" shall mean collectively the Corporation's \nThrift and ESOP plans and its Thrift and ESOP Trust.\n\n            (G)    Whenever an adjustment to the Conversion Ratio and the \nrelated voting rights of the Class A Preferred Stock is required pursuant \nhereto, the Corporation shall forthwith deliver to the transfer agent(s) for \nthe Common Stock and the Class A Preferred Stock and file with the Secretary of \nthe Corporation, a statement signed by an officer of the Corporation stating \nthe adjusted Conversion Ratio determined as provided herein, and the voting \nrights (as appropriately adjusted), of the Class A Preferred Stock. Such \nstatement shall set forth in reasonable detail such facts as shall be necessary \nto show the reason and the manner of computing such adjustment including any \ndetermination of Fair Market Value involved in such \n\n                               18\n\ncomputation. Promptly after each adjustment to the Conversion Ratio and the \nrelated voting rights of the Class A Preferred Stock, the Corporation shall \nmail a notice thereof and of the then prevailing Conversion Ratio to each \nholder of Class A Preferred Stock.\n\n            Section 10.  Ranking; Cancellation of Shares.\n            __________   _______________________________\n\n            (A)    The Class A Preferred Stock shall rank senior to the Common \nStock as to the payment of dividends and senior to the Common Stock as to the \ndistribution of assets on liquidation, dissolution and winding-up of the \nCorporation, and, unless otherwise provided in the Certificate of \nIncorporation, as the same may be amended, the Class A Preferred Stock shall \nrank on a parity with all other classes or series of the Corporation's \npreferred stock, as to payment of dividends and the distribution of assets on \nliquidation, dissolution or winding-up.\n\n            (B)    Any shares of Class A Preferred Stock acquired by the \nCorporation by reason of the conversion or redemption of such shares as \nprovided hereby, or otherwise so acquired, shall be cancelled as shares of \nClass A Preferred Stock and restored to the status of authorized but unissued \nshares of preferred stock of the Corporation, undesignated as to classes or \nseries, and may thereafter be reissued as part of a new class or series of such \npreferred stock as permitted by law.\n\n            Section 11.  Miscellaneous.\n            __________   _____________\n\n            (A)    All notices referred to herein shall be in writing, and all \nnotices hereunder shall be deemed to have been given upon the earlier of \nreceipt thereof or three (3) Business Days after the mailing thereof if sent by \nregistered mail (unless first class mail shall be specifically permitted for \nsuch notice under the terms of this Exhibit A) with postage prepaid, addressed: \n(i) if to the Corporation, to its office at 5959 Las Colinas Boulevard, Irving, \nTX 75039 (Attention: Treasurer) or to the transfer agent (if any) for the Class \nA Preferred Stock or (ii) if to any holder of the Class A Preferred Stock or \nthe Common Stock, as the case may be, to such holder at the address of such \nholder as listed in the stock record books of the Corporation (which may \ninclude the records of any transfer agent for the Class A Preferred Stock or \nthe Common Stock, as the case may be) or (iii) to such other address as the \nCorporation shall have designated by notice similarly given.\n\n            (B)    In the event that, at any time as a result of an adjustment \nmade pursuant to Section 8 or 9, the holder of any share of the Class A \nPreferred Stock upon thereafter surrendering such shares for conversion shall \nbecome entitled to receive any shares or other securities of the Corporation \nother than shares of Common Stock, the Conversion Ratio in respect of such \nother shares or securities so receivable upon conversion of shares of Class A \nPreferred Stock shall thereafter be adjusted, and shall be subject to further \nadjustment from time to time, in a manner and on terms as nearly equivalent as \npracticable to the provisions with respect to Common Stock contained in \nSections 8 or 9, and the provisions of each of the other Sections hereof with \nrespect to the Common Stock shall apply on like or similar terms to any such \nother shares or securities. Any determination in good faith by the Corporation \nas to any adjustment of the Conversion Ratio pursuant to this Section 11 (B) \nshall be conclusive.\n\n            (C)    The Corporation shall pay any and all issuance, stock \ntransfer and documentary stamp taxes that may be payable in respect of any \nissuance or delivery of shares of Class A Preferred Stock or Common Stock or \nother securities issued upon conversion of Class A\n\n                                19\n\nPreferred Stock pursuant hereto or certificates representing such shares or \nsecurities. The Corporation shall not, however, be required to pay any such tax \nwhich may be payable in respect of any transfer involved in the issuance or \ndelivery of shares of Common Stock or other securities in a name other then \nthat in which the shares of Class A Preferred Stock with respect to which such \nshares or other securities are issued or delivered were registered, or in \nrespect of any payment to any person with respect to any such shares or \nsecurities other than a payment to the registered holder thereof, and shall not \nbe required to make any such issuance, delivery or payment unless and until the \nperson otherwise entitled to such issuance, delivery or payment has paid to the \nCorporation the amount of any such tax for issuance, transfer or documentary \nstamp taxes or has established, to the satisfaction of the Corporation, that \nsuch tax has been paid or is not payable.\n\n            (D)    In the event that a holder of shares of Class A Preferred \nStock shall not by written notice designate the name in which (i) shares of \nCommon Stock or (ii) any other securities in accordance with this Exhibit A, to \nbe issued upon conversion of such shares should be registered or to whom \npayment upon redemption of shares of Class A Preferred Stock should be made or \nthe address to which the certificate or certificates representing such shares, \nor such payment, should be sent, the Corporation shall be entitled to register \nsuch shares, and make such payment, in the name of the holder of such Class A \nPreferred Stock as shown on the records of the Corporation and to send the \ncertificate or certificates representing such shares, or such payment, to the \naddress of such holder shown on the records of the Corporation.\n\n            (E)    Unless otherwise provided in the Certificate of \nIncorporation, as the same may be amended, all payments of (x) dividends upon \nthe shares of any class of stock and upon any other class of stock ranking on a \nparity with such first class of stock with respect to such dividends shall be \nmade pro rata, so that amounts paid per share on such first class of stock and \nsuch other class of stock shall in all cases bear to each other the same ratio \nthat the required dividends then payable per share on the shares of such first \nclass of stock and such other class of stock bear to each other and (y) \ndistributions on voluntary or involuntary dissolution, liquidation or \nwinding-up or otherwise made upon the shares of any class of stock and upon any \nother class of stock ranking on a parity with such first class of stock with \nrespect to such distributions shall be made pro rata, so that amounts paid per \nshare on such first class of stock and such other class of stock shall in all \ncases bear to each other the same ratio that the required distributions then \npayable per share on the shares of such first class of stock and such other \nclass of stock bear to each other.\n\n            (F)    The Corporation may appoint, and from time to time discharge \nand change, a transfer agent for the Class A Preferred Stock. Upon any such \nappointment or discharge of a transfer agent, the Corporation shall send notice \nthereof by first class mail, postage prepaid, to each holder of record of Class \nA Preferred Stock. So long as there is a transfer agent for a class of stock, a \nholder thereof shall give any notices to the Corporation required hereunder to \nthe transfer agent at the address of the transfer agent last given by the \nCorporation.\n\n            (G)    If the Corporation and the holder so agree, any shares of \nClass A Preferred Stock or any shares of Common Stock into which the shares of \nClass A Preferred Stock shall be converted, may be uncertificated shares, \nprovided that the names of the holders of all uncertificated shares and the \n________\nnumber of such shares held by each holder shall be registered at the offices of \nthe Corporation or the transfer agent for such shares. In the event that any \nshares shall \n\n                                20\n\n\nbe uncertificated, all references herein to the surrender or issuance of stock \ncertificates shall have no application to such uncertificated shares.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                21\n\n\n\n                                 PART II\n\n                        Class B Preferred Stock\n\n        1.  Designation and Issuance\n\n            (A)    The shares of such class shall be designated CLASS B \nPREFERRED STOCK (hereinafter referred to as \"Class B Preferred Stock\") and the \nnumber of shares constituting such class shall be 165,800. Such number of \nshares may be increased or decreased by resolution of the Board of Directors, \nbut no such decrease shall reduce the number of shares of Class B Preferred \nStock to a number less than that of the shares then outstanding plus the number \nof shares issuable upon exercise of any rights, options or warrants or upon \nconversion of outstanding securities issued by the Corporation. All shares of \nClass B Preferred Stock redeemed or purchased by the Corporation shall be \nretired and shall be restored to the status of authorized but unissued shares \nof preferred stock without designation.\n\n            (B)    Shares of Class B Preferred Stock shall be issued only to a \ntrustee or trustees acting on behalf of an employee stock ownership trust or \nplan or other employee benefit plan (\"Plan\") of Mobil Corporation or Mobil Oil \nCorporation (collectively, \"Mobil Oil\"). In the event of any sale, transfer or \nother disposition (hereinafter a \"transfer\") of shares of Class B Preferred \nStock to any person other than (x) any trustee or trustees of the Plan and (y) \nany pledgee of such shares acquiring such shares as security for any loan or \nloans made to the Plan or to any trustee or trustees acting on behalf of the \nPlan, the shares of Class B Preferred Stock so transferred, upon such transfer \nand without any further action by the Corporation or the holder shall be \nautomatically converted into shares of the Common Stock (as defined in Section \n10) at the Conversion Price (as hereinafter defined) and on the terms otherwise \nprovided for the conversion of shares of Class B Preferred Stock into shares of \nCommon Stock pursuant to Section 5 hereof and no such transferee shall have any \nof the voting powers, preferences and relative, participating, optional or \nspecial rights ascribed to shares of Class B Preferred Stock hereunder but, \nrather, only the powers and rights pertaining to the Common Stock into which \nsuch shares of Class B Preferred Stock shall be so converted, provided, \nhowever, that in the event of a foreclosure or other realization upon shares of \nClass B Preferred Stock pledged as security for any loan or loans made to the \nPlan or to the trustee or the trustees acting on behalf of the Plan, the \npledged shares so foreclosed or otherwise realized upon shall (subject to the \nholder's right of redemption set forth in Section 7(B) hereof) be automatically \nconverted into shares of Common Stock at the Conversion Price and on the terms \notherwise provided for conversions of shares of Class B Preferred Stock into \nshares of Common Stock pursuant to Section 5 hereof. In the event of such a \nconversion, such transferee shall be treated for all purposes as the record \nholder of the shares of Common Stock into which the Class B Preferred Stock \nshall have been converted as of the date of such conversion. Certificates \nrepresenting shares of Class B Preferred Stock shall be legended to reflect \nsuch restrictions on transfer. Notwithstanding the foregoing provisions of this \nSection 1, shares of Class B Preferred Stock (i) may be converted into shares \nof Common Stock as provided by Section 5 hereof and the shares of Common Stock \nissued upon such conversion may be transferred by the holder thereof as \npermitted by law and (ii) shall be redeemable by the Corporation upon the terms \nand conditions provided by Sections 6, 7 and 8 hereof.\n\n\n                               22\n\n        2.  Dividends and Distributions.\n\n            (A)(1) Subject to the provisions for adjustment hereinafter set \nforth, the holders of shares of Class B Preferred Stock shall be entitled to \nreceive, when and as declared by the Board of Directors out of funds legally \navailable therefor, cash dividends (\"Regular Preferred Dividends\") in an amount \nper share initially equal to $300 per share per annum, subject to adjustment \nfrom time to time as hereinafter provided, and no more, except as provided in \nSection 2(A)(2) (such amount, as adjusted from time to time, being hereinafter \nreferred to as the \"Regular Preferred Dividend Rate\"), payable semiannually in \narrears, one-half on the last day of February, and one-half on the last day of \nAugust of each year (each a \"Dividend Payment Date\") to holders of record at \nthe start of business on such Dividend Payment Date. The first dividend payable \non each share of Class B Preferred Stock shall accrue from the date of original \nissuance thereof, except that the first dividend payable on shares of Class B \nPreferred Stock issued on conversion of Mobil Corporation Series B ESOP \nConvertible Preferred Stock (\"Mobil Series B Stock\") shall accrue and be \ncumulative from the last dividend payment date of the Mobil Series B Stock and \nshall include any arrearage on the Mobil Series B Stock. Regular Preferred \nDividends shall accrue on a daily basis, based on the Regular Preferred \nDividend Rate in effect on such date, whether or not the Corporation shall have \nearnings or surplus at the time, computed on the basis of a 360-day year of \n30-day months in case of any period less than a full semiannual period. Accrued \nbut unpaid Regular Preferred Dividends, shall cumulate as of the Dividend \nPayment Date on which they first become payable, but no interest shall accrue \non accumulated but unpaid Regular Preferred Dividends.\n\n               (2) In the event that for any period of six (6) months preceding \nany Dividend Payment Date (each such period, a \"Dividend Period\") the aggregate \nfair value (as determined by the Board of Directors) of all dividends and other \ndistributions declared per share of Common Stock during such Dividend Period \nmultiplied by the number of shares of Common Stock into which a share of Class \nB Preferred Stock was convertible on the appropriate dividend payment date for \nthe Common Stock shall exceed the amount of the Regular Preferred Dividends \naccrued on a share of Class B Preferred Stock during such Dividend Period, the \nholders of shares of the Class B Preferred Stock shall be entitled to receive, \nwhen and as declared by the Board of Directors out of funds legally available \ntherefor, cash dividends (the \"Supplemental Preferred Dividends\") in an amount \nper share (with appropriate adjustments to reflect any stock split or \ncombination of shares or other adjustment provided for in Section 9) equal to \nthe amount of such excess up to but not exceeding (x) the product of twelve and \none-half per cent (12.5%) times the average of the Fair Market Values of the \nnumber of shares of Common Stock into which a share of Class B Preferred Stock \nwas convertible on the day next preceding the ex-dividend date for each such \ndividend and the distribution date for each such distribution on the Common \nStock of the Corporation minus (y) such amount of accrued Regular Preferred \nDividends. The calculation of each Supplemental Preferred Dividend shall be \nsubject to adjustment corresponding to the adjustments provided in Section 9 \nhereof. Supplemental Preferred Dividends shall accrue and cumulate as of the \nclose of each relevant Dividend Period and shall be payable on the Dividend \nPayment Date next following the close of any such Dividend Period, but no \ninterest shall accrue on accumulated but unpaid Supplemental Preferred \nDividends and no Supplemental Preferred Dividends shall accrue in respect of \nany period of less than six months.\n\n            (B)(1) No full dividends shall be declared or paid or set apart for \npayment on any shares ranking, as to dividends, on a parity with or junior to \nthe Class B Preferred Stock, for any \n\n                                23\n\nperiod unless full cumulative dividends (which for all purposes of this \nresolution shall include Regular Preferred Dividends and Supplemental Preferred \nDividends) have been or contemporaneously are declared and paid or declared and \na sum sufficient for the payment thereof set apart for such payment on the \nClass B Preferred Stock for all Dividend Payment Dates occurring on or prior to \nthe date of payment of such full dividends. When dividends are not paid in \nfull, as aforesaid, upon the shares of Class B Preferred Stock and any other \nshares ranking, as to dividends, on a parity with Class B Preferred Stock, all \ndividends declared upon shares of Class B Preferred Stock shall be declared \npro rata so that the amount of dividends declared per share on Class B \nPreferred Stock and such other parity shares shall in all cases bear to each \nother the same ratio that accumulated dividends per share on the shares of \nClass B Preferred Stock and such other parity shares bear to each other. Except \nas otherwise provided herein, holders of shares of Class B Preferred Stock \nshall not be entitled to any dividends, whether payable in cash, property or \nshares, in excess of full cumulative dividends, as herein provided, on Class B \nPreferred Stock.\n\n               (2) So long as any shares of Class B Preferred Stock are \noutstanding, no dividend (other than dividends or distributions paid in shares \nof, or options, warrants or rights to subscribe for or purchase shares of, \nCommon Stock or other shares ranking junior to Class B Preferred Stock as to \ndividends and upon liquidation and other than as provided in Section 2(B)(1)) \nshall be declared or paid or set aside for payment or other distribution \ndeclared or made upon the Common Stock or upon any other shares ranking junior \nto or on a parity with Class B Preferred Stock as to dividends or upon \nliquidation, nor shall any Common Stock or any other shares of the Company \nranking junior to or on a parity with Class B Preferred Stock as to dividends \nor upon liquidation be redeemed, purchased or otherwise acquired for any \nconsideration (or any moneys be paid to or made available for a sinking fund \nfor the redemption of any such shares) by the Corporation (except by conversion \ninto or exchange for shares of the Corporation ranking junior to Class B \nPreferred Stock as to dividends and upon liquidation) unless, in each case, the \nfull cumulative dividends on all outstanding shares of Class B Preferred Stock \nshall have been paid.\n\n               (3) Any dividend payment made on shares of Class B Preferred \nStock shall first be credited against the earliest accumulated but unpaid \ndividend due with respect to shares of Class B Preferred Stock.\n\n        3.  Liquidation Preference\n\n            (A)   In the event of any liquidation, dissolution or winding-up of \nthe Corporation, whether voluntary or involuntary, before any payment or \ndistribution of the assets of the Corporation (whether capital or surplus) \nshall be made to or set apart for the holders of any series or classes of stock \nof the Corporation ranking junior to Class B Preferred Stock upon liquidation, \ndissolution or winding-up, the holders of Class B Preferred Stock shall be \nentitled to receive the Liquidation Price (as hereinafter defined) per share in \neffect at the time of liquidation, dissolution or winding-up plus an amount \nequal to all dividends accrued (whether or not accumulated) and unpaid thereon \nto the date of final distribution to such holders, but such holders shall not \nbe entitled to any further payments. The Liquidation Price per share which \nholders of Class B Preferred Stock shall receive upon liquidation, dissolution \nor winding-up shall be $3,887.50, subject to adjustment as hereinafter \nprovided. If, upon any liquidation, dissolution or winding-up of the \nCorporation, the assets of the Corporation, or proceeds thereof, distributable \namong the holders of Class B Preferred Stock shall be insufficient to pay in \nfull the preferential \n\n                                24\n\namount aforesaid and liquidating payments on any other shares ranking as to \nliquidation, dissolution or winding-up, on a parity with Class B Preferred \nStock, then such assets, or the proceeds thereof, shall be distributed among \nthe holders of Class B Preferred Stock and any such other shares ratably in \naccordance with the respective amounts which would be payable on such shares of \nClass B Preferred Stock and any such other shares if all amounts payable \nthereon were paid in full. For the purposes of this Section 3, a consolidation \nor merger of the Corporation with one or more corporations shall not be deemed \nto be a liquidation, dissolution or winding-up, voluntary and involuntary.\n\n            (B)    Subject to the rights of the holders of shares of any series \nor class or classes of stock ranking on a parity with or prior to Class B \nPreferred Stock upon liquidation, dissolution or winding-up, upon any \nliquidation, dissolution or winding-up of the Corporation, after payment shall \nhave been made in full to the holders of Class B Preferred Stock as provided in \nthis Section 3, but not prior thereto, any other series or class or classes of \nstock ranking junior to Class B Preferred Stock upon liquidation, dissolution \nor winding-up shall, subject to the respective terms and provisions (if any) \napplying thereto, be entitled to receive any and all assets remaining to be \npaid or distributed, and the holders of Class B Preferred Stock shall not be \nentitled to share therein.\n\n        4.  Ranking and Voting of Shares.\n\n            (A)    Any shares of the Corporation shall be deemed to rank:\n\n               (1) prior to Class B Preferred Stock as to dividends or as to \ndistribution of assets upon liquidation, dissolution or winding-up, if the \nholders of such class shall be entitled to the receipt of dividends or of \namounts distributable upon liquidation, dissolution or winding-up, as the case \nmay be, in preference or priority to the holders of Class B Preferred Stock,\n\n               (2) on a parity with Class B Preferred Stock as to dividends or \nas to distribution of assets upon liquidation, dissolution or winding-up, \nwhether or not the dividend rates, dividend payment dates, or redemption or \nliquidation prices per share thereof be different from those of Class B \nPreferred Stock, if the holders of such class of stock and Class B Preferred \nStock shall be entitled to the receipt of dividends or of amounts distributable \nupon liquidation, dissolution or winding-up, as the case may be, in proportion \nto their respective dividend or liquidation amounts, as the case may be, \nwithout preference or priority one over the other, and \n\n               (3) junior to Class B Preferred Stock as to dividends or as to \nthe distribution of assets upon liquidation, dissolution or winding-up, if such \nshares shall be Common Stock or if the holders of Class B Preferred Stock shall \nbe entitled to receipt of dividends or of amounts distributable upon \nliquidation, dissolution or winding-up, as the case may be, in preference or \npriority to the holders of such shares. Unless otherwise provided in the \nRestated Certificate of Incorporation of the Corporation, as the same may be \namended, including an amendment relating to any subsequent class or series of \npreferred stock, the Class B Preferred Stock shall rank junior to all classes \nor series of the Corporation's preferred stock as to dividends and the \ndistribution of assets upon liquidation, dissolution or winding-up.\n\n            (B)    The holders of shares of Class B Preferred Stock shall have \nthe following voting rights:\n\n                                25\n\n\n               (1) The holders of Class B Preferred Stock shall be entitled to \nvote on all matters submitted to a vote of the shareholders of the Corporation, \nvoting together with the holders of Common Stock as one class. The holder of \neach share of Class B Preferred Stock shall be entitled to a number of votes \nequal to the number of shares of Common Stock into which such Class B Preferred \nStock could be converted on the record date for determining the shareholders \nentitled to vote; it being understood that whenever the \"Conversion Price\" (as \ndefined in Section 5 hereof) is adjusted as provided in Section 9 hereof, the \nnumber of votes of the Class B Preferred Stock shall also be correspondingly \nadjusted.\n\n               (2) Except as otherwise required by law or set forth herein, \nholders of Class B Preferred Stock shall have no special voting rights and \ntheir consent shall not be required (except to the extent they are entitled to \nvote with holders of Common Stock as set forth herein) for the taking of any \ncorporate action, including the issuance of any preferred stock now or \nhereafter authorized, provided, however, that the vote of at least 66-2\/3% of \nthe outstanding shares of Class B Preferred Stock, voting separately as a \nclass, shall be necessary to approve any alteration, amendment or repeal of any \nprovision of the Restated Certificate of Incorporation or any alteration, \namendment or repeal of any provision of the resolutions relating to the \ndesignation, preferences and rights of Class B Preferred Stock (including any \nsuch alteration, amendment or repeal effected by any merger or consolidation in \nwhich the Corporation is the surviving or resulting corporation), if such \namendment, alteration or repeal would alter or change the powers, preferences, \nor special rights of the Class B Preferred Stock so as to affect them \nadversely.\n\n        5.  Conversion into Common Stock.\n\n            (A)    A holder of shares of Class B Preferred Stock shall be \nentitled, at any time prior to the close of business on the date fixed for \nredemption of such shares pursuant to Sections 6, 7 or 8 hereof, to cause any \nor all of such shares to be converted into shares of Common Stock. The number \nof shares of Common Stock into which each share of the Class B Preferred Stock \nmay be converted shall be determined by dividing the Liquidation Price in \neffect at the time of conversion by the Conversion Price (as hereinafter \ndefined) in effect at the time of conversion. The Conversion Price per share at \nwhich shares of Common Stock shall be initially issuable upon conversion of any \nshares of Class B Preferred Stock shall be $29.447411 subject to adjustment as \nhereinafter provided; that is, a conversion rate initially equivalent to \n132.015 shares of Common Stock for each share of Class B Preferred Stock, which \nis subject to adjustment as hereinafter provided.\n\n            (B)    Any holder of shares of Class B Preferred Stock desiring to \nconvert such shares into shares of Common Stock shall surrender, if \ncertificated, the certificate or certificates representing the shares of Class \nB Preferred Stock being converted, duly assigned or endorsed for transfer to \nthe Corporation (or accompanied by duly executed stock powers relating \nthereto), or if uncertificated, a duly executed stock power relating thereto, \nat the principal executive office of the Corporation or the offices of the \ntransfer agent for the Class B Preferred Stock or such office or offices in the \ncontinental United States of an agent for conversion as may from time to time \nbe designated by notice to the holders of the Class B Preferred Stock by the \nCorporation or the transfer agent for the Class B Preferred Stock, accompanied \nby written notice of conversion. Such notice of conversion shall specify (i) \nthe number of shares of Class B Preferred Stock to be converted and the name or \nnames in which such holder wishes the Common Stock and any shares of Class B \nPreferred Stock not to be so converted to be issued, and (ii) the address to \n\n                                   26\n\nwhich such holder wishes delivery to be made of a confirmation of such \nconversion, if uncertificated, or any new certificate which may be issued upon \nsuch conversion if certificated.\n\n            (C)    Upon surrender, if certificated, of a certificate \nrepresenting a share or shares of Class B Preferred Stock for conversion, or if \nuncertificated, of a duly executed stock power relating thereto, the \nCorporation shall issue and send by hand delivery (with receipt to be \nacknowledged) or by first class mail, postage prepaid, to the holder thereof or \nto such holder's designee, at the address designated by such holder, if \ncertificated, a certificate or certificates for, or if uncertificated, \nconfirmation of, the number of shares of Common Stock to which such holder \nshall be entitled upon conversion. In the event that there shall have been \nsurrendered shares of Class B Preferred Stock, only part of which are to be \nconverted, the Corporation shall issue and deliver to such holder or such \nholder's designee, if certificated, a new certificate or certificates \nrepresenting the number of shares of Class B Preferred Stock which shall not \nhave been converted, or if uncertificated, confirmation of the number of shares \nof Class B Preferred Stock which shall not have been converted.\n\n            (D)    The issuance by the Corporation of shares of Common Stock \nupon a conversion of shares of Class B Preferred Stock into shares of Common \nStock made at the option of the holder thereof shall be effective as of the \nearlier of (i) the delivery to such holder or such holder's designee of the \ncertificates representing the shares of Common Stock issued upon conversion \nthereof if certificated or confirmation if uncertificated or (ii) the \ncommencement of business on the second business day after the surrender of the \ncertificate or certificates, if certificated, or a duly executed stock power, \nif uncertificated, for the shares of Class B Preferred Stock to be converted. \nOn and after the effective date of conversion, the person or persons entitled \nto receive Common Stock issuable upon such conversion shall be treated for all \npurposes as the record holder or holders of such shares of Common Stock, but no \nallowance or adjustment shall be made in respect of dividends payable to \nholders of Common Stock of record on any date prior to such effective date. The \nCorporation shall not be obligated to pay any dividends which shall have been \ndeclared and shall be payable to holders of shares of Class B Preferred Stock \non a Dividend Payment Date if such Dividend Payment Date for such dividend \nshall be on or subsequent to the effective date of conversion of such shares.\n\n            (E)    The Corporation shall not be obligated to deliver to holders \nof Class B Preferred Stock any fractional share or shares of Common Stock \nissuable upon any conversion of such shares of Class B Preferred Stock, but in \nlieu thereof may make a cash payment in respect thereof in any manner permitted \nby law.\n\n            (F)    The Corporation shall at all times reserve and keep \navailable out of its authorized and unissued Common Stock or treasury Common \nStock, solely for issuance upon the conversion of shares of Class B Preferred \nStock as herein provided, such number of shares of Common Stock as shall from \ntime to time be issuable upon the conversion of all the shares of Class B \nPreferred Stock then outstanding.\n\n        6.  Redemption at the Option of the Corporation.\n\n            (A)    The Class B Preferred Stock shall be redeemable, in whole or \nin part, at the option of the Corporation, out of funds legally available \ntherefor, at any time after November 22, 1999 at 100% of the Liquidation Price \nper share in effect on the date fixed for redemption, plus an amount equal to \nall accrued (whether or not accumulated) and unpaid dividends thereon \n\n                                27\n\nto the date fixed for redemption.  The Class B Preferred Stock shall be \nredeemable, in whole or in part, out of funds legally available therefor, on or \nbefore November 22, 1999 only if permitted by Section 6 (C) or (D) at a price \nper share equal to, (i) if pursuant to Section 6(C), the redemption price set \nforth therein, or (ii) if pursuant to Section 6(D), 100.775% of the Liquidation \nPrice in effect on the date fixed for redemption, plus, in each case, an amount \nequal to all accrued (whether or not accumulated) and unpaid dividends thereon \nto the date fixed for redemption. Payment of the redemption price shall be made \nby the Corporation in cash or shares of Common Stock, or a combination thereof, \nas permitted by Section 6(E). From and after the date fixed for redemption, \ndividends on shares of Class B Preferred Stock called for redemption will cease \nto accrue, such shares will no longer be deemed to be outstanding and all \nrights in respect of such shares of the Corporation shall cease, except for the \nright to receive the redemption price. If less than all of the outstanding \nshares of Class B Preferred Stock are to be redeemed, the Corporation shall \neither redeem a portion of the shares of each holder determined pro rata based \non the number of shares held by each holder or shall select the shares to be \nredeemed by lot, as may be determined by the Board of Directors of the \nCorporation.\n\n            (B)    Unless otherwise required by law, notice of redemption will \nbe sent to the holders of Class B Preferred Stock at the address shown on the \nbooks of the Corporation or any transfer agent for Class B Preferred Stock by \nfirst class mail, postage prepaid, mailed not less than twenty (20) days nor \nmore than sixty (60) days prior to the redemption date. Each notice shall \nstate: (i) the redemption date; (ii) the total number of shares of the Class B \nPreferred Stock to be redeemed and, if fewer than all the shares held by such \nholder are to be redeemed, the number of such shares to be redeemed from such \nholder; (iii) the redemption price; (iv) the place or places where \ncertificates, if certificated, for such shares are to be surrendered for \npayment of the redemption price; (v) that dividends on the shares to be \nredeemed will cease to accrue on such redemption date; (vi) the conversion \nrights of the shares to be redeemed, the period within which such conversion \nrights may be exercised, and the Conversion Price and number of shares of \nCommon Stock issuable upon conversion of a share of Class B Preferred Stock at \nthe time. Upon surrender of the certificates, if certificated, for any shares \nso called for redemption, or upon the date fixed for redemption if \nuncertificated such shares if not previously converted shall be redeemed by the \nCorporation on the date fixed for redemption and at the redemption price set \nforth in this Section 6.\n\n             (C)    In the event (i) of a change in the federal tax law or \nregulations of the United States of America or of an interpretation or \napplication of such law or regulations or of a determination by a court of \ncompetent jurisdiction, which in any case has the effect of precluding the \nCorporation from claiming (other than for purposes of calculating any \nalternative minimum tax) any of the tax deductions for dividends paid on the \nClass B Preferred Stock when such dividends are used as provided under Section \n404(k)(2) of the Internal Revenue Code of 1986, as amended (the \"Code\") as in \neffect on the date shares of Class B Preferred Stock are initially issued, or \n(ii) that the Corporation certifies to the holders of the Class B Preferred \nStock that the Corporation has determined in good faith that the Plan either is \nnot qualified within the meaning of Section 401(a) of the Code or is not an \n\"employee stock ownership plan\" within the meaning of 4975(e)(7) of the Code, \nthe Corporation may, in its sole discretion and notwithstanding anything to the \ncontrary in Section 6(A), at any time within one year of the occurrence of such \nevent, elect either to (a) redeem any or all of such Class B Preferred Stock \nfor cash or, if the Corporation so elects, in shares of Common Stock, or a \ncombination of such shares of Common Stock and cash, as permitted by Section \n6(B), at a redemption price equal to the higher of (x) the \n\n                                  28\n\nLiquidation Price per share on the date fixed for redemption or (y) the Fair \nMarket Value (as defined in Section 9(G)(2)) of the number of shares of Common \nStock into which each share of Class B Preferred Stock is convertible at the \ntime the notice of such redemption is given, plus in either case an amount \nequal to accrued (whether or not accumulated) and unpaid dividends thereon to \nthe date fixed for redemption, or (b) exchange any or all of such shares of \nClass B Preferred Stock for securities of comparable value (as determined by an \nindependent appraiser) that constitute \"qualifying employer securities\" with \nrespect to a holder of Class B Preferred Stock within the meaning of \nSection 409(1) of the Code and Section 407(d)(5) of the Employment Retirement \nIncome Security Act of 1974, as amended (\"ERISA\") or any successor provisions \nof law.\n\n            (D)    Notwithstanding anything to the contrary in Section 6(A), in \nthe event that the Employees Savings Plan of Mobil Oil is terminated or the \nEmployee Stock Ownership Plan incorporated therein is terminated or eliminated \nfrom such Plan, the Corporation may, in its sole discretion, call for \nredemption of any or all of the then outstanding Class B Preferred Stock at a \nredemption price calculated on the basis of the redemption prices provided in \nSection 6(A), increased by 50% of the amount thereof in excess of 100% of the \nLiquidation Price in effect on the date fixed for redemption.\n\n            (E)    The Corporation, at its option, may make payment of the \nredemption price required upon redemption of shares of Class B Preferred Stock \nin cash or in shares of Common Stock, or in a combination of such shares and \ncash, any such shares of Common Stock to be valued for such purpose at their \nFair Market Value (as defined in Section 9(G)(2)); provided, however, that in \ncalculating their Fair Market Value the Adjustment Period shall be deemed to be \nthe five (5) consecutive trading days preceding the date of redemption.\n\n        7.  Redemption at the Option of the Holder.\n\n            (A)    Unless otherwise provided by law, shares of Class B \nPreferred Stock shall be redeemed by the Corporation out of funds legally \navailable therefor for cash or, if the Corporation so elects, in shares of \nCommon Stock, or a combination of such shares and cash, any such shares of \nCommon Stock to be valued for such purpose as provided by Section 6(E), at a \nredemption price equal to the higher of (x) the Liquidation Price per share in \neffect on the date fixed for redemption or (y) the Fair Market Value of the \nnumber of shares of Common Stock into which each share of Class B Preferred \nStock is convertible at the time the notice of such redemption is given plus in \neither case an amount equal to accrued (whether or not accumulated) and unpaid \ndividends thereon to the date fixed for redemption, at the option of the \nholder, at any time and from time to time upon notice to the Corporation given \nnot less than five (5) business days prior to the date fixed by the holder in \nsuch notice of redemption, when and to the extent necessary for such holder to \nprovide for distributions required to be made under, or to satisfy an \ninvestment election provided to participants in accordance with, the Employee \nStock Ownership Plan incorporated in the Employees Savings Plan of Mobil Oil, \nor any successor plan or when the holder elects to redeem shares of Class B \nPreferred Stock in respect of any Regular or Supplemental Preferred Dividend (a \n\"Dividend Redemption\"). In the case of any Dividend Redemption, such holder \nshall give the notice specified above within five (5) business days after the \nrelated Dividend Payment Date and such redemption shall be effective as to such \nnumber of shares of Class B Preferred Stock as shall equal (x) the aggregate \namount of such Regular or Supplemental Preferred Dividend with respect to \nshares of Class B Preferred Stock allocated or credited to the accounts of \nparticipants in the Employee Stock Ownership Plan incorporated in \n\n                                  29\n\nthe Employees Savings Plan of Mobil Oil, or any successor plan divided by (y) \nthe redemption price specified above.\n\n            (B)    Shares of Class B Preferred Stock shall be redeemed by the \nCorporation out of funds legally available therefor for cash or, if the \nCorporation so elects, in shares of Common Stock, or a combination of such \nshares of Common Stock and cash, any such shares of Common Stock to be valued \nfor such purpose as provided by Section 6(E), at a redemption price equal to \nthe Liquidation Price plus an amount equal to accrued and unpaid dividends \nthereon to the date fixed for redemption, at the option of the holder, at any \ntime and from time to time upon notice to the Corporation given not less than \nfive (5) business days prior to the date fixed by the holder in such notice for \nsuch redemption, upon certification by such holder to the Corporation of the \nfollowing events: (i) when and to the extent necessary for such holder to make \nany payments of principal, interest or premium due and payable (whether as \nscheduled, upon acceleration or otherwise) upon any obligations of the trust \nestablished under the Employee Stock Ownership Plan incorporated in the \nEmployees Savings Plan of Mobil Oil in connection with the acquisition of Class \nB Preferred Stock or any indebtedness, expenses or costs incurred by the holder \nfor the benefit of the Plan; or (ii) when and if it shall be established to the \nsatisfaction of the holder that the Plan has not initially been determined by \nthe Internal Revenue Service to be qualified as a stock bonus plan and an \nemployee stock ownership plan within the meaning of Sections 401(a) or \n4975(e)(7) of the Code, respectively.\n\n        8.  Consolidation, Merger, etc.\n\n            (A)    In the event that the Corporation shall consummate any \nconsolidation or merger or similar transaction, however named, pursuant to \nwhich the outstanding shares of Common Stock are by operation of law exchanged \nsolely for or changed, reclassified or converted solely into shares of any \nsuccessor or resulting company (including the Corporation) that constitute \n\"qualifying employer securities\" that are common stock with respect to a holder \nof Class B Preferred Stock within the meanings of Section 409(1) of the Code \nand Section 407(d)(5) of ERISA, or any successor provision of law, and, if \napplicable, for a cash payment in lieu of fractional shares, if any, then, in \nsuch event, the terms of such consolidation or merger or similar transaction \nshall provide that the shares of Class B Preferred Stock of such holder shall \nbe converted into or exchanged for and shall become preferred shares of such \nsuccessor or resulting company, having in respect of such company insofar as \npossible the same powers, preferences and relative, participating, optional or \nother special rights (including the redemption rights provided by Sections 6, \n7, and 8 hereof), and the qualifications, limitations or restrictions thereon, \nthat the Class B Preferred Stock had immediately prior to such transaction; \nprovided, however, that after such transaction each share of stock into which \nthe Class B Preferred Stock is so converted or for which it is exchanged shall \nbe convertible, pursuant to the terms and conditions provided by Section 5 \nhereof, into the number and kind of qualifying employer securities receivable \nby a holder of the number of shares of Common Stock into which such shares of \nClass B Preferred Stock could have been converted pursuant to Section 5 hereof \nimmediately prior to such transaction and provided, further, that if by virtue \nof the structure of such transaction, a holder of Common Stock is required to \nmake an election with respect to the nature and kind of consideration to be \nreceived in such transaction, which election cannot practicably be made by the \nholders of the Class B Preferred Stock, then such election shall be deemed to \nbe solely for \"qualifying employer securities\" (together, if applicable, with a \ncash payment in lieu of fractional shares) with the effect provided above on \nthe basis of the number \n\n                                 30\n\nand kind of qualifying employer securities receivable by a holder of the number \nof shares of Common Stock into which the shares of Class B Preferred Stock \ncould have been converted pursuant to Section 5 hereof immediately prior to \nsuch transaction (it being understood that if the kind or amount of qualifying \nemployer securities receivable in respect of each share of Common Stock upon \nsuch transaction is not the same for each such share, then the kind and amount \nof qualifying employer securities deemed to be receivable in respect of each \nshare of Common Stock for purposes of this proviso shall be the kind and amount \nso receivable per share of Common Stock by a plurality of such shares). The \nrights of the Class B Preferred Stock as preferred shares of such successor \nresulting company shall successively be subject to adjustments pursuant to \nSection 9 hereof after any such transaction as nearly equivalent to the \nadjustments provided for by such Section prior to such transaction. The \nCorporation shall not consummate any such merger, consolidation or similar \ntransaction unless all the terms of this Section 8(A) are complied with.\n\n            (B)    In the event that the Corporation shall consummate any \nconsolidation or merger or similar transaction, however named, pursuant to \nwhich the outstanding shares of Common Stock are by operation of law exchanged \nfor or changed, reclassified or converted into other shares or securities or \ncash or any other property, or any combination thereof, other than any such \nconsideration which is constituted solely of qualifying employer securities \nthat are common stock (as referred to in Section 8(A)) and cash payments, if \napplicable, in lieu of fractional shares, outstanding shares of Class B \nPreferred Stock shall, without any action on the part of the Corporation or any \nholder thereof (but subject to Section 8(C)), be automatically converted \nimmediately prior to the consummation of such merger, consolidation or similar \ntransaction into shares of Common Stock at the conversion rate then in effect \nso that each share of Class B Preferred Stock shall, by virtue of such \ntransaction and on the same terms as apply to the holders of Common Stock, be \nconverted into or exchanged for the aggregate amount of shares, securities, \ncash or other property (payable in like kind) receivable by a holder of the \nnumber of shares of Common Stock into which such shares of Class B Preferred \nStock could have been converted immediately prior to such transaction if such \nholder of Common Stock failed to exercise any rights of election as to the kind \nor amount of shares, securities, cash or other property receivable upon such \ntransaction (provided that, if the kind or amount of shares, securities, cash \nor other property receivable upon such transaction is not the same for each \nnon-electing share, then the kind and amount of shares, securities, cash or \nother property receivable upon such transaction for each non-electing share \nshall be the kind and amount so receivable per share by a plurality of \nnon-electing shares).\n\n            (C)    In the event the Corporation shall enter into any agreement \nproviding for any consolidation or merger or similar transaction described in \nSection 8(B), then the Corporation shall as soon as practicable thereafter (and \nin any event at least ten (10) business days before consummation of such \ntransaction) give notice of such agreement and the material terms thereof to \neach holder of Class B Preferred Stock and each such holder shall have the \nright to elect, by written notice to the Corporation, to receive, upon \nconsummation of such transaction (if and when such transaction is consummated), \nout of funds legally available therefor, from the Corporation or the successor \nof the Corporation, in redemption and retirement of such Class B Preferred \nStock, in lieu of any cash or other securities which such holder would \notherwise be entitled to receive under Section 8(B) hereof, a cash payment \nequal to the redemption price specified in Section 6(A) in effect on the date \nof the consummation of such transaction plus an amount equal to all accrued \n(whether or not accumulated) and unpaid dividends. No such notice \n\n                                31\n\n\nof redemption shall be effective unless given to the Corporation prior to the \nclose of business of the fifth business day prior to consummation of such \ntransaction, unless the Corporation or the successor of the Corporation shall \nwaive such prior notice, but any notice of redemption so given prior to such \ntime may be withdrawn by notice of withdrawal given to the Corporation prior to \nthe close of business on the fifth business day prior to consummation of such \ntransaction.\n\n        9.  Anti-dilution Adjustments.\n\n            (A)(1) Subject to the provisions of Section 9(E), in the event the \nCorporation shall, at any time or from time to time while any of the shares of \nthe Class B Preferred Stock are outstanding, (i) pay a dividend or make a \ndistribution in respect of the Common Stock in shares of Common Stock or (ii) \nsubdivide the outstanding shares of Common Stock into a greater number of \nshares, in each case whether by reclassification of shares, recapitalization of \nthe Corporation (excluding a recapitalization or reclassification effected by a \nmerger or consolidation to which Section 8 hereof applies) or otherwise, then, \nin such event, the Board of Directors shall, to the extent legally permissible, \ndeclare a dividend in respect of the Class B Preferred Stock in shares of Class \nB Preferred Stock (a \"Special Dividend\") in such a manner that a holder of \nClass B Preferred Stock will become a holder of that number of shares of Class \nB Preferred Stock equal to the product of the number of such shares held prior \nto such event times a fraction (the \"Sec. 9(A) Non-Dilutive Share Fraction\"), \nthe numerator of which is the number of shares of Common Stock outstanding \nimmediately after such event and the denominator of which is the number of \nshares of Common Stock outstanding immediately before such event. A Special \nDividend declared pursuant to this Section 9(A)(1) shall be effective, upon \npayment of such dividend or distribution in respect of the Common Stock, as of \nthe record date for the determination of shareholders entitled to receive such \ndividend or distribution (on a retroactive basis), and in the case of a \nsubdivision shall become effective immediately as of the effective date \nthereof. Concurrently with the declaration of the Special Dividend pursuant to \nthis Section 9(A)(1), the Conversion Price, the Liquidation Price and the \nRegular Preferred Dividend Rate of all shares of Class B Preferred Stock shall \nbe adjusted by dividing the Conversion Price, the Liquidation Price and the \nRegular Preferred Dividend Rate, respectively, in effect immediately before \nsuch event by the Sec. 9(A) Non-Dilutive Share Fraction.\n\n               (2) The Corporation and the Board of Directors shall each use \nits best efforts to take all necessary steps or to take all actions as are \nreasonably necessary or appropriate for declaration of the Special Dividend \nprovided in Section 9(A)(1) but shall not be required to call a special meeting \nof shareholders in order to implement the provisions thereof. If for any reason \nthe Board of Directors is precluded from giving full effect to the Special \nDividend provided in Section 9(A)(1), then no such Special Dividend shall be \ndeclared, but instead the Conversion Price shall automatically be adjusted by \ndividing the Conversion Price in effect immediately before the event by the \nSec. 9(A) Non-Dilutive Share Fraction and the Liquidation Price and the Regular \nPreferred Dividend Rate will not be adjusted. An adjustment to the Conversion \nPrice made pursuant to this Section 9(A)(2) shall be given effect, upon payment \nof such a dividend or distribution, as of the record date for the determination \nof holders entitled to receive such dividend or distribution (on a retroactive \nbasis), and in the case of a subdivision shall become effective immediately as \nof the effective date thereof. If subsequently the Board of Directors is able \nto give full effect to the Special Dividend as provided in Section 9(A)(1), \nthen such Special Dividend will be declared and other adjustments will be made \nin accordance with the provisions \n\n                                32\n\nof Section 9(A)(1) and the adjustment in the Conversion Price as provided in \nthis Section 9(A)(2) will automatically be reversed and nullified \nprospectively.\n\n               (3) Subject to the provisions of Section 9(E) hereof, in the \nevent the Corporation shall, at any time or from time to time while any of the \nshares of the Class B Preferred Stock are outstanding, combine the outstanding \nshares of Common Stock into a lesser number of shares, whether by \nreclassification of shares, recapitalization of the Corporation (excluding a \nrecapitalization or reclassification effected by a merger, consolidation or \nother transaction to which Section 8 hereof applies) or otherwise, then, in \nsuch event, the Conversion Price shall automatically be adjusted by dividing \nthe Conversion Price in effect immediately before such event by the Sec. 9(A) \nNon-Dilutive Share Fraction and the Liquidation Price and the Regular Preferred \nDividend Rate will not be adjusted. An adjustment to the Conversion Price made \npursuant to this Section 9(A)(3) shall be given effect immediately as of the \neffective date of such combination.\n\n            (B)(1) Subject to the provisions of Section 9(E), in the event the \nCorporation shall, at any time or from time to time while any of the shares of \nClass B Preferred Stock are outstanding issue to holders of shares of Common \nStock as a dividend or distribution, including by way of reclassification of \nshares or a recapitalization of the Corporation, any right or warrant to \npurchase shares of Common Stock (but not including as a right or warrant for \nthis purpose any security convertible into or exchangeable for shares of Common \nStock) for a consideration having a Fair Market Value (as defined in Section 9 \n(G)(2) hereof) per share less than the Fair Market Value of a share of Common \nStock on the date of issuance of such right or warrant, then, in such event, \nthe Board of Directors shall, to the extent legally permissible, declare a \nSpecial Dividend in such a manner that a holder of Class B Preferred Stock will \nbecome a holder of that number of shares of Class B Preferred Stock equal to \nthe product of the number of such shares held prior to such event times a \nfraction (the \"Sec. 9(B) Non-Dilutive Share Fraction\"), the numerator of which \nis the number of shares of Common Stock outstanding immediately before such \nissuance of rights or warrants plus the maximum number of shares of Common \nStock that could be acquired upon exercise in full of all such rights and \nwarrants and the denominator of which is the number of shares of Common Stock \noutstanding immediately before such issuance of warrants or rights plus the \nnumber of shares of Common Stock which could be purchased at the Fair Market \nValue of a share of Common Stock at the time of such issuance for the maximum \naggregate consideration payable upon exercise in full of all such rights and \nwarrants. A Special Dividend declared pursuant to this Section 9(B)(1) shall be \neffective upon such issuance of rights or warrants. Concurrently with the \ndeclaration of the Special Dividend pursuant to this Section 9(B)(1), the \nConversion Price, the Liquidation Price and the Regular Preferred Dividend Rate \nof all shares of Class B Preferred Stock shall be adjusted by dividing the \nConversion Price, the Liquidation Price and the Regular Preferred Dividend \nRate, respectively, in effect immediately before such event by the Sec. 9(B) \nNon-Dilutive Share Fraction.\n\n               (2) The Corporation and the Board of Directors shall each use \nits best efforts to take all necessary steps or to take all actions as are \nreasonably necessary or appropriate for declaration of the Special Dividend \nprovided in Section 9(B)(1) but shall not be required to call a special meeting \nof shareholders in order to implement the provisions thereof. If for any reason \nthe Board of Directors is precluded from giving full effect to the Special \nDividend provided in Section 9(B)(1), then no such Special Dividend shall be \ndeclared, but instead the Conversion Price shall automatically be adjusted by \ndividing the Conversion Price in effect immediately \n\n                                  33\n\nbefore the event by the Sec. 9(B) Non-Dilutive Share Fraction and the \nLiquidation Price and the Preferred Dividend Rate will not be adjusted. An \nadjustment to the Conversion Price made pursuant to this Section 9(B)(2) shall \nbe given effect upon issuance of rights or warrants. If subsequently the Board \nof Directors is able to give full effect to the Special Dividend as provided in \nSection 9(B)(1), then such Special Dividend will be declared and other \nadjustments will be made in accordance with the provisions of Section 9(B)(1) \nand the adjustment in the Conversion Price as provided in this Section 9(B)(2) \nwill automatically be reversed and nullified prospectively.\n\n            (C)(1)(i)    Subject to the provisions of Section 9(E), in the \nevent the Corporation shall, at any time or from time to time while any of the \nshares of Class B Preferred Stock are outstanding, issue, sell or exchange \nshares of Common Stock (other than pursuant to (x) any right or warrant to \npurchase or acquire shares of Common Stock (including as such a right or \nwarrant any security convertible into or exchangeable for shares of Common \nStock), or (y) any employee or director incentive, compensation or benefit plan \nor arrangement of the Corporation or any subsidiary of the Corporation \nheretofore or hereafter adopted) at a purchase price per share less than the \nFair Market Value of a share of Common Stock on the date of such issuance, sale \nor exchange, then, in such event, the Board of Directors shall, to the extent \nlegally permissible, declare a Special Dividend in such a manner that a holder \nof Class B Preferred Stock will become the holder of that number of shares of \nClass B Preferred Stock equal to the product of the number of such shares held \nprior to such event times a fraction (the \"Sec. 9(C)(1)(i) Non-Dilutive Share \nFraction\"), the numerator of which is the number of shares of Common Stock \noutstanding immediately before such issuance, sale or exchange plus the number \nof shares of Common Stock so issued, sold or exchanged and the denominator of \nwhich is the number of shares of Common Stock outstanding immediately before \nsuch issuance, sale or exchange plus the number of shares of Common Stock which \ncould be purchased at the Fair Market Value of a share of Common Stock at the \ntime of such issuance, sale or exchange for the maximum aggregate consideration \npaid therefor.\n\n                  (ii)   In the event that the Corporation shall, at any time \nor from time to time while any Class B Preferred Stock is outstanding, issue, \nsell or exchange any right or warrant to purchase or acquire shares of Common \nStock (including as such a right or warrant any security convertible into or \nexchangeable for shares of Common Stock other than pursuant to (x) any employee \nor director incentive, compensation or benefit plan or arrangement of the \nCorporation or any subsidiary of the Corporation heretofore or hereafter \nadopted and (y) any dividend or distribution on shares of Common Stock \ncontemplated in Section 9(A)(1)) for a consideration having a Fair Market \nValue, on the date of such issuance, sale or exchange, less than the \nNon-Dilutive Amount (as defined in Section 9(G)(3) hereof), then, in such \nevent, the Board of Directors shall, to the extent legally permissible, declare \na Special Dividend in such a manner that a holder of Class B Preferred Stock \nwill become the holder of that number of shares of Class B Preferred Stock \nequal to the product of the number of such shares held prior to such event \ntimes a fraction (the \"Sec. 9(C)(1)(ii) Non-Dilutive Share Fraction\"), the \nnumerator of which is the number of shares of Common Stock outstanding \nimmediately before such issuance of rights or warrants plus the maximum number \nof shares of Common Stock that could be acquired upon exercise in full of all \nsuch rights and warrants and the denominator of which is the number of shares \nof Common Stock outstanding immediately before such issuance of rights or \nwarrants plus the number of shares of Common Stock which could be purchased at \nthe Fair Market Value of a share of Common Stock at the time of such issuance \nfor the total of (x) the maximum \n\n                              34\n\naggregate consideration payable at the time of the issuance, sale or exchange \nof such right or warrant and (y) the maximum aggregate consideration payable \nupon exercise in full of all such rights or warrants.\n\n                  (iii)  A Special Dividend declared pursuant to this Section \n9(C)(1) shall be effective upon the effective date of such issuance, sale or \nexchange. Concurrently with the declaration of the Special Dividend pursuant to \nthis Section 9(C)(1), the Conversion Price, the Liquidation Price and the \nRegular Preferred Dividend Rate of all shares of Class B Preferred Stock shall \nbe adjusted by dividing the Conversion Price, the Liquidation Price and the \nRegular Preferred Dividend Rate, respectively, in effect immediately before \nsuch event by the Sec. 9(C)(1)(i) or Sec. 9(C)(1)(ii) Non-Dilutive Share \nFraction, as the case may be.\n\n               (2) The Corporation and the Board of Directors shall each use \nits best efforts to take all necessary steps or to take all actions as are \nreasonably necessary or appropriate for declaration of the Special Dividend \nprovided in Section 9(C)(1)(i) or (ii) but shall not be required to call a \nspecial meeting of shareholders in order to implement the provisions thereof. \nIf for any reason the Board of Directors is precluded from giving full effect \nto any Special Dividend provided in Section 9(C)(1), then no such Special \nDividend shall be declared, but instead the Conversion Price shall \nautomatically be adjusted by dividing the Conversion Price in effect \nimmediately before the event by the Sec. 9(C)(1)(i) or Sec. 9(C)(1)(ii) \nNon-Dilutive Share Fraction, as the case may be, and the Liquidation Price and \nthe Regular Preferred Dividend Rate will not be adjusted. An adjustment to the \nConversion Price made pursuant to this Section 9(C)(2) shall be given effect \nupon the effective date of such issuance, sale or exchange. If subsequently the \nBoard of Directors is able to give full effect to the Special Dividend as \nprovided in Section 9(C)(1), then such Special Dividend will be declared and \nother adjustments will be made in accordance with the provisions of Section \n9(C)(1) and the adjustment in the Conversion Price as provided in this Section \n9(C)(2) will automatically be reversed and nullified prospectively.\n\n            (D)(1) Subject to the provisions of Section 9(E), in the event the \nCorporation shall, at any time or from time to time while any of the shares of \nClass B Preferred Stock are outstanding, make an Extraordinary Distribution (as \ndefined in Section 9(G)(1) hereof) in respect of the Common Stock, whether by \ndividend, distribution, reclassification of shares or recapitalization of the \nCorporation (including capitalization or reclassification effected by a merger \nor consolidation to which Section 8 hereof does not apply) or effect a Pro Rata \nRepurchase (as defined in Section 9(G)(4) hereof) of Common Stock, then, in \nsuch event, the Board of Directors shall, to the extent legally permissible, \ndeclare a Special Dividend in such a manner that a holder of Class B Preferred \nStock will become a holder of that number of shares of Class B Preferred Stock \nequal to the product of the number of such shares held prior to such event \ntimes a fraction (the \"Sec. 9(D) Non-Dilutive Share Fraction\"), the numerator \nof which is the product of (a) the number of shares of Common Stock outstanding \nimmediately before such Extraordinary Distribution or Pro Rata Repurchase \nminus, in the case of a Pro Rata Repurchase, the number of shares of Common \nStock repurchased by the Corporation multiplied by (b) the Fair Market Value of \na share of Common Stock on the day before the ex-dividend date with respect to \nan Extraordinary Distribution which is paid in cash and on the distribution \ndate with respect to an Extraordinary Distribution which is paid other than in \ncash, or on the applicable expiration date (including all extensions thereof) \nof any tender offer which is a Pro Rata Repurchase or on the date of purchase \nwith respect to any Pro Rata Repurchase which is not a \n\n                                 35\n\ntender offer, as the case may be, and the denominator of which is (i) the \nproduct of (x) the number of shares of Common Stock outstanding immediately \nbefore such Extraordinary Distribution or Pro Rata Repurchase multiplied by (y) \nthe Fair Market Value of a share of Common Stock on the day before the \nex-dividend date with respect to an Extraordinary Distribution which is paid in \ncash and on the distribution date with respect to an Extraordinary Distribution \nwhich is paid other than in cash, or on the applicable expiration date \n(including all extensions thereof) of any tender offer which is a Pro Rata \nRepurchase, or on the date of purchase with respect to any Pro Rata Repurchase \nwhich is not a tender offer, as the case may be, minus (ii) the Fair Market \nValue of the Extraordinary Distribution or the aggregate purchase price of the \nPro Rata Repurchase, as the case may be. The Corporation shall send each holder \nof Class B Preferred Stock (i) notice of its intent to make an Extraordinary \nDistribution and (ii) notice of any offer by the Corporation to make a Pro Rata \nRepurchase, in each case at the same time as, or as soon as practicable after, \nsuch offer is first communicated to holders of Common Stock or, in the case of \nan Extraordinary Distribution, the announcement of a record date in accordance \nwith the rules of any stock exchange on which the Common Stock is listed or \nadmitted to trading. Such notice shall indicate the intended record date and \nthe amount and nature of such dividend or distribution, or the number of shares \nsubject to such offer for a Pro Rata Repurchase and the purchase price payable \nby the Corporation pursuant to such offer, as well as the Conversion Price and \nthe number of shares of Common Stock into which a share of Class B Preferred \nStock may be converted at such time. Concurrently with the Special Dividend \npaid pursuant to this Section 9(D)(1), the Conversion Price, the Liquidation \nPrice and the Regular Preferred Dividend Rate of all shares of Class B \nPreferred Stock shall be adjusted by dividing the Conversion Price, the \nLiquidation Price and the Regular Preferred Dividend Rate, respectively, in \neffect immediately before such Extraordinary Distribution or Pro Rata \nRepurchase by the Sec. 9(D) Non-Dilutive Share Fraction determined pursuant to \nthis Section 9(D)(1).\n\n               (2) The Corporation and the Board of Directors shall each use \nits best efforts to take all necessary steps or to take all actions as are \nreasonably necessary or appropriate for declaration of the Special Dividend \nprovided in Section 9(D)(1) but shall not be required to call a special meeting \nof shareholders in order to implement the provisions thereof. If for any reason \nthe Board of Directors is precluded from giving full effect to the Special \nDividend provided in Section 9(D)(1), then no such Special Dividend shall be \ndeclared, but instead the Conversion Price shall automatically be adjusted by \ndividing the Conversion Price in effect immediately before the event by the \nSec. 9(D) Non-Dilutive Share Fraction, and the Liquidation Price and the \nRegular Preferred Dividend Rate will not be adjusted. If subsequently the Board \nof Directors is able to give full effect to the Special Dividend as provided in \nSection 9(D)(1), then such Special Dividend will be declared and other \nadjustments will be made in accordance with the provisions of Section 9(D)(1) \nand the adjustment in the Conversion Price as provided in this Section 9(D)(2) \nwill automatically be reversed and nullified prospectively.\n\n            (E)    Notwithstanding any other provision of this Section 9, the \nCorporation shall not be required to make (i) any Special Dividend or any \nadjustment of the Conversion Price, the Liquidation Price or the Regular \nPreferred Dividend Rate unless such adjustment would require an increase or \ndecrease of at least one percent (1%) in the number of shares of Class B \nPreferred Stock outstanding, or, (ii) if no additional shares of Class B \nPreferred Stock are issued, any adjustment of the Conversion Price unless such \nadjustment would require an increase or decrease of at least one percent (1%) \nin the Conversion Price. Any lesser adjustment \n\n                                 36\n\nshall be carried forward and shall be made no later than the time of, and \ntogether with, the next subsequent adjustment which, together with any \nadjustment or adjustments so carried forward, shall amount to an increase or \ndecrease of at least one percent (1%) of the number of shares of Class B \nPreferred Stock outstanding or, if no additional shares of Class B Preferred \nStock are being issued, an increase or decrease of at least one percent (1%) of \nthe Conversion Price, whichever the case may be.\n\n            (F)    If the Corporation shall make any dividend or distribution \non the Common Stock or issue any Common Stock, other capital stock or other \nsecurity of the Corporation or any rights or warrants to purchase or acquire \nany such security, which transaction does not result in an adjustment to the \nnumber of shares of Class B Preferred Stock outstanding or the Conversion Price \npursuant to the foregoing provisions of this Section 9, the Board of Directors \nof the Corporation may, in its sole discretion, consider whether such action is \nof such a nature that some type of equitable adjustment should be made in \nrespect of such transaction. If in such case the Board of Directors of the \nCorporation determines that some type of adjustment should be made, an \nadjustment shall be made effective as of such date as determined by the Board \nof Directors of the Corporation. The determination of the Board of Directors of \nthe Corporation as to whether some type of adjustment should be made pursuant \nto the foregoing provisions of this Section 9(F), and, if so, as to what \nadjustment should be made and when, shall be final and binding on the \nCorporation and all shareholders of the Corporation. The Corporation shall be \nentitled to make such additional adjustments, in addition to those required by \nthe foregoing provisions of this Section 9, as shall be necessary in order that \nany dividend or distribution in shares of capital stock of the Corporation, \nsubdivision, reclassification or combination of shares of the Corporation or \nany recapitalization of the Corporation shall not be taxable to holders of the \nCommon Stock.\n\n            (G)    For purposes hereof, the following definitions shall apply:\n\n               (1) \"Extraordinary Distribution\" shall mean any dividend or \nother distribution to holders of Common Stock effected while any of the shares \nof Class B Preferred Stock are outstanding of (i) cash or (ii) any shares of \ncapital stock of the Corporation (other than shares of Common Stock), other \nsecurities of the Corporation (other than securities of the type referred to in \nSection 9(B)), evidences of indebtedness of the Corporation or any other person \nor any other property (including shares of any subsidiary of the Corporation), \nor any combination thereof, where the aggregate amount of such cash dividend or \nother distribution together with the amount of all cash dividends and other \ndistributions made during the preceding period of twelve (12) months, when \ncombined with the aggregate amount of all Pro Rata Repurchases (for this \npurpose, including only that portion of the aggregate purchase price of such \nPro Rata Repurchase which is in excess of the Fair Market Value of the Common \nStock repurchased as determined on the applicable expiration date (including \nall extensions thereof) of any tender offer or exchange offer which is a Pro \nRata Repurchase, or the date of purchase with respect to any other Pro Rata \nRepurchase which is not a tender offer or exchange offer) made during such \nperiod, exceeds twelve and one-half percent (12.5%) of the aggregate Fair \nMarket Value of all shares of Common Stock outstanding on the day before the \nex-dividend date with respect to such Extraordinary Distribution which is paid \nin cash and on the distribution date with respect to an Extraordinary \nDistribution which is paid other than in cash. The Fair Market Value of an \nExtraordinary Distribution for purposes of Section 9(D) shall be the sum of the \nFair Market Value of such Extraordinary Distribution plus the aggregate amount \nof any cash dividends or \n\n                                37\n\nother distributions which are not Extraordinary Distributions made during such \ntwelve month period and not previously included in the calculation of an \nadjustment pursuant to Section 9(D), but shall exclude the aggregate amount of \nregular quarterly dividends declared by the Board of Directors and paid by the \nCorporation in such twelve month period.\n\n               (2) \"Fair Market Value\" shall mean, as to shares of Common Stock \nor any other class of capital stock or securities of the Corporation or any \nother issuer which are publicly traded, the average of the Current Market \nPrices (as hereinafter defined) of such shares or securities for each day of \nthe Adjustment Period (as hereinafter defined). \"Current Market Price\" of \npublicly traded shares of Common Stock or any other class of capital stock or \nother security of the Corporation or any other issuer for a day shall mean the \nlast reported sales price, regular way, or, in case no sale takes place on such \nday, the average of the reported closing bid and asked prices, regular way, in \neither case as reported on the New York Stock Exchange Composite Tape or, if \nsuch security is not listed or admitted to trading on the New York Stock \nExchange, on the principal national securities exchange on which such security \nis listed or admitted to trading or, if not listed or admitted to trading on \nany national securities exchange, on the NASDAQ National Market System or, if \nsuch security is not quoted on such National Market System, the average of the \nclosing bid and asked prices on each such day in the over-the-counter market as \nreported by NASDAQ or, if bid and asked prices for such security on each such \nday shall not have been reported through NASDAQ, the average of the bid and \nasked prices for such day as furnished by any New York Stock Exchange member \nfirm regularly making a market in such security selected for such purpose by \nthe Board of Directors of the Corporation on each trading day during the \nAdjustment Period. \"Adjustment Period\" shall mean the period of five \nconsecutive trading days, selected by the Board of Directors of the \nCorporation, during the twenty (20) trading days preceding, and including, the \ndate as of which the Fair Market Value of a security is to be determined. The \n\"Fair Market Value\" of any security which is not publicly traded or of any \nother property shall mean the fair value thereof as determined by an \nindependent investment banking or appraisal firm experienced in the valuation \nof such securities or property selected in good faith by the Board of Directors \nof the Corporation, or, if no such investment banking or appraisal firm is in \nthe good faith judgment of the Board of Directors available to make such \ndetermination, as determined in good faith by the Board of Directors of the \nCorporation.\n\n               (3) \"Non-Dilutive Amount\" in respect of an issuance, sale or \nexchange by the Corporation of any right or warrant to purchase or acquire \nshares of Common Stock (including any security convertible into or exchangeable \nfor shares of Common Stock) shall mean the difference between (i) the product \nof the Fair Market Value of a share of Common Stock on the day preceding the \nfirst public announcement of such issuance, sale or exchange multiplied by the \nmaximum number of shares of Common Stock which could be acquired on such date \nupon the exercise in full of such rights or warrants (including upon the \nconversion or exchange of all such convertible or exchangeable securities), \nwhether or not exercisable (or convertible or exchangeable) at such date, and \n(ii) the aggregate amount payable pursuant to such right or warrant to purchase \nor acquire such maximum number of shares of Common Stock; provided, however, \nthat in no event shall the Non-Dilutive Amount be less than zero. For purposes \nof the foregoing sentence, in the case of a security convertible into or \nexchangeable for shares of Common Stock, the amount payable pursuant to a right \nor warrant to purchase or acquire shares of Common Stock shall be the Fair \nMarket Value of such security on the date of the issuance, sale or exchange of \nsuch security by the Corporation. \n\n                                38\n\n               (4) \"Pro Rata Repurchase\" shall mean any purchase of shares of \nCommon Stock by the Corporation or any subsidiary thereof, whether for cash, \nshares of capital stock of the Corporation, other securities of the \nCorporation, evidences of indebtedness of the Corporation or any other person \nor any other property (including shares of a subsidiary of the Corporation ), \nor any combination thereof, effected while any of the shares of Class B \nPreferred Stock are outstanding, pursuant to any tender offer or exchange offer \nsubject to Section 13(e) of the Securities Exchange Act of 1934, as amended \n(the \"Exchange Act\"), or any successor provision of law, or pursuant to any \nother offer available to substantially all holders of Common Stock, provided, \nhowever, that no purchase of shares by the Corporation or any subsidiary \nthereof made in open market transactions shall be deemed a Pro Rata Repurchase. \nFor purposes of this Section 9(G), shares shall be deemed to have been \npurchased by the Corporation or any subsidiary thereof \"in open market \ntransactions\" if they have been purchased substantially in accordance with the \nrequirements of Rule 10b-18 as in effect under the Exchange Act on the date \nshares of Class B Preferred Stock are initially issued by the Corporation or on \nsuch other terms and conditions as the Board of Directors of the Corporation \nshall have determined are reasonably designed to prevent such purchases from \nhaving a material effect on the trading market for the Common Stock.\n\n            (H)    Whenever an adjustment increasing the number of shares of \nClass B Preferred Stock outstanding is required pursuant hereto, the Board of \nDirectors shall take action as is necessary so that a sufficient number of \nshares of Class B Preferred Stock are designated with respect to such increase \nresulting from such adjustment. Whenever an adjustment to the Conversion Price, \nthe Liquidation Price or the Regular Preferred Dividend Rate of the Class B \nPreferred Stock is required pursuant hereto, the Corporation shall forthwith \nplace on file with the transfer agent for the Common Stock and the Class B \nPreferred Stock, if there be one, and with the Treasurer of the Corporation, a \nstatement signed by the Treasurer or any Assistant Treasurer of the Corporation \nstating the adjusted Conversion Price, Liquidation Price and Regular Preferred \nDividend Rate determined as provided herein. Such statement shall set forth in \nreasonable detail such facts as shall be necessary to show the reason and the \nmanner of computing such adjustment, including any determination of Fair Market \nValue involved in such computation. Promptly after each adjustment to the \nnumber of shares of Class B Preferred Stock outstanding, the Conversion Price, \nthe Liquidation Price or the Regular Preferred Dividend Rate, the Corporation \nshall mail a notice thereof and of the then prevailing number of shares of \nClass B Preferred Stock outstanding, the Conversion Price, the Liquidation \nPrice and the Regular Preferred Dividend Rate to each holder of shares of Class \nB Preferred Stock. \n\n        10. Miscellaneous \n\n            (A)    All notices referred to herein shall be in writing, and all \nnotices hereunder shall be deemed to have been given upon the earlier of \nreceipt thereof or three (3) business days after the mailing thereof if sent by \nregistered mail (unless first-class mail shall be specifically permitted for \nsuch notice under the terms hereof) with postage prepaid, addressed: (i) if to \nthe Corporation, to its office at 5959 Las Colinas Boulevard, Irving, Texas \n75039 (Attention: Treasurer) or to the transfer agent for the Class B Preferred \nStock, or other agent of the Corporation designated as permitted hereby or (ii) \nif to any holder of the Class B Preferred Stock or Common Stock, as the case \nmay be, to such holder at the address of such holder as listed in the stock \nrecord books of the Corporation (which may include the records of any transfer \nagent for the Class B Preferred Stock or Common Stock, as the case may be) or \n(iii) to such other \n\n                               39\n\naddress as the Corporation or any such holder, as the case may be, shall have \ndesignated by notice similarly given.\n\n            (B)    The term \"Common Stock\" as used herein means the \nCorporation's no par value common stock, as the same exists at the Effective \nDate, or any other class of stock resulting from successive changes or \nreclassifications of such Common Stock consisting solely of changes in par \nvalue, or from par value to without par value, or from without par value to par \nvalue.  In the event that, at any time as a result of an adjustment made \npursuant to Section 9 hereof, the holder of any shares of the Class B Preferred \nStock upon thereafter surrendering such shares for conversion shall become \nentitled to receive any shares or other securities of the Corporation other \nthan shares of Common Stock, the anti-dilution provisions contained in Section \n9 hereof shall apply in a manner and on terms as nearly equivalent as \npracticable to the provisions with respect to Common Stock, and the provisions \nof Sections 1 through 8 and 10 hereof with respect to the Common Stock shall \napply on like or similar terms to any such other shares of securities.\n\n            (C)    The term \"Effective Date\" shall mean the date of \neffectiveness of the Certificate of Merger of Lion Acquisition Subsidiary \nCorporation with and into Mobil Corporation filed in the office of the \nSecretary of State of the State of Delaware.\n\n            (D)    The Corporation shall pay any and all stock transfer and \ndocumentary stamp taxes that may be payable in respect of any issuance or \ndelivery of shares of Class B Preferred Stock or shares of Common Stock or \nother securities issued on account of Class B Preferred Stock pursuant thereto \nor certificate representing such shares or securities. The Corporation shall \nnot, however, be required to pay any such tax which may be payable in respect \nof any transfer involved in the issuance or delivery of shares of Class B \nPreferred Stock or Common Stock or other securities in a name other than that \nin which the shares of Class B Preferred Stock with respect to which such \nshares or other securities are issued or delivered were registered, or in \nrespect of any payment to any person with respect to any such shares or \nsecurities other than a payment to the registered holder thereof, and shall not \nbe required to make any such issuance, delivery or payment unless and until the \nperson otherwise entitled to such issuance, delivery or payment has paid to the \nCorporation the amount of any such tax or has established, to the satisfaction \nof the Corporation, that such tax has been paid or is not payable.\n\n            (E)    In the event that a holder of shares of Class B Preferred \nStock shall not by written notice designate the name in which shares of Common \nStock to be issued upon conversion of such shares should be registered or to \nwhom payment upon redemption of shares of Class B Preferred Stock should be \nmade or the address to which the certificate or certificates representing such \nshares, or such payment, should be sent, the Corporation shall be entitled to \nregister such shares, and make such payment, in the name of the holder of such \nClass B Preferred Stock as shown on the records of the Corporation and to send \nthe certificate or certificates or other documentation representing such \nshares, or such payment, to the address of such holder shown on the records of \nthe Corporation.\n\n            (F)    The Corporation may appoint, and from time to time discharge \nand change, a transfer agent for the Class B Preferred Stock. Upon any such \nappointment or discharge of a transfer agent, the Corporation shall send notice \nthereof by first-class mail, postage prepaid, to each holder of record of Class \nB Preferred Stock.\n\n                                40\n\n            (G)    Any shares of Common Stock into which the shares of Class B \nPreferred Stock shall be converted, may be uncertificated shares, provided that \n                                                                  ________\nthe names of the holders of all uncertificated shares and the number of such \nshares held by each holder shall be registered at the offices of the \nCorporation or the transfer agent for such shares. In the event that any shares \nshall be uncertificated, all references herein to surrender or issuance of \nstock certificates shall have no application to such uncertificated shares.\n\n\n\n\n\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7496],"corporate_contracts_industries":[9412],"corporate_contracts_types":[9573,9575],"class_list":["post-41598","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-exxon-mobil-corp","corporate_contracts_industries-energy__refining","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41598","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=41598"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41598"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41598"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41598"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}