Common use of Designation and Number of Shares Clause in Contracts

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative Preferred Stock" (the "Class One Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18, 2001, between the Corporation and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B of the Massachusetts General Laws, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 thereof, providing for the total number of shares of Class One Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such --------------------------------- series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0002,000,000; provided, however, -------- ------- that, if more than a total of 1,000,000 2,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18August 21, 20011998, between the Corporation Company and Registrar and Transfer CompanyChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series A Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 184, 20012009, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One “Series A Participating Cumulative Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 1.00 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000250,000; provided, however, that, if more than a total of 1,000,000 250,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 1819, 20011995, between the Corporation and Registrar and Transfer CompanyChemical Bank, a New York banking corporation, as Rights Agent (the "the” Rights Agreement"”), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One “Series A Participating Cumulative Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Participating Cumulative Preferred Stock shall be 1,000,0002,000,000; provided, however, that, if more than a total of 1,000,000 2,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Section 382 Rights Agreement dated as of May 18March 3, 20012021, between the Corporation Company and Registrar Nevada Agency and Transfer Company, as Rights Agent (Company ( the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series H Preferred Stock" ” (the "Class One “Series H Preferred Stock"”), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series H Preferred Stock shall be 1,000,00060,000; provided, however, that, if more than a total of 1,000,000 60,000 shares of Class One Series H Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Stockholders Rights Agreement dated as of May 18October 21, 20012002, between the Corporation Company and Registrar and Transfer Computershare Trust Company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151 (g) of the Massachusetts General LawsCompany Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series H Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), no par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,00020,000; provided, however, that, if more than a total of 1,000,000 20,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18November 23, 20011998, between the Corporation and Registrar and Transfer CompanyChaseMellon Shareholder Services LLC, a New Jersey limited liability company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151 of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Preferred Series A Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,0008,000,000; provided, however, that, if more than a total of 1,000,000 8,000,000 shares of Class One Preferred Series A Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18October 10, 20011996, between the Corporation and Registrar and Transfer CompanyChaseMellon Shareholder Services L.L.C., as Rights Agent (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Preferred Series A Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,00022,000; provided, however, that, if more than a total of 1,000,000 22,000 shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18February 20, 20011997, between the Corporation and Registrar and Continental Stock Transfer & Trust Company, as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.of

Designation and Number of Shares. The shares of such series shall be designated as "Class One “Series A Junior Participating Cumulative Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,00020,000; provided, however, that, if more than a total of 1,000,000 20,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18September 7, 20012010, between the Corporation Company and Registrar and Continental Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the that Rights Agreement dated as of May 18, 2001, between the Corporation and Registrar and Transfer CompanyThe Bank of New York, a New York banking corporation, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, recorded in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Restated Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series H Preferred Stock" ” (the "Class One “Series H Preferred Stock"”), par value $.01 .001 per share. The number of shares initially constituting the Class One Series H Preferred Stock shall be 1,000,00060,000; provided, however, that, if more than a total of 1,000,000 60,000 shares of Class One Series H Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18October 21, 20012002, between the Corporation and Registrar and Transfer Computershare Trust Company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151 (g) of the Massachusetts General LawsCompany Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series H Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series I Preferred Stock" ” (the "Class One “Series I Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series I Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series I Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18March 11, 20012010, between the Corporation Company and Registrar and Olde Monmouth Stock Transfer CompanyCo., Inc., as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B of the Massachusetts General Laws, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 thereofthe Nevada Revised Statutes, providing for the total number of shares of Class One Series I Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series K Preferred Stock" ” (the "Class One “Series K Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series K Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series K Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18October 3, 20012018, between the Corporation Company and Registrar and Transfer Computershare Trust Company, N.A., as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series K Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0008,000; provided, however, that, if more than a total of 1,000,000 8,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "RightsRight") issued pursuant to the Rights Agreement dated as of May 18April 24, 20011997, between the Corporation and Registrar and Transfer CompanyThe First National Bank of Boston, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151 (g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series A Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18, 20012009, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.. Table of Contents

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Participating Cumulative Preferred Stock" (the "Class One Preferred StockSERIES A PREFERRED STOCK"), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,0002 million; providedPROVIDED, howeverHOWEVER, that, if more than a total of 1,000,000 2 million shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "RightsRIGHTS") issued pursuant to the Rights Agreement dated as of May 18July 30, 2001, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent , as such may be amended from time to time (the "Rights AgreementRIGHTS AGREEMENT"), the Board of Directors of the CorporationCompany, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Charter then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,000[20,100]; provided, however, that, if more than a total of 1,000,000 [20,100] shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18October 1, 20011998, between the Corporation and Registrar Continental Stock Transfer and Transfer Trust Company, as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such Rights.

Designation and Number of Shares. The shares This series of such series the Preferred Stock shall be designated as "Class One Participating Cumulative Series A Preferred Stock" (the "Class One Series A Preferred Stock"), ) with a par value of $.01 per share. The number of shares initially constituting issuable as the Class One Series A Preferred Stock shall be 1,000,00011,000; provided, however, that, if more than a total of 1,000,000 11,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of May 18October 23, 2001, between the Corporation and Registrar and Transfer CompanyLaSalle Bank National Association, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B of shall, if then permitted by the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate of the Corporation be properly executed, acknowledged, acknowledged and filed and recorded, in accordance with the provisions Secretary of said Section 26 thereof, State of Delaware providing for the total number of shares of Class One issuable as Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series I Preferred Stock" ” (the "Class One “Series I Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series I Preferred Stock shall be 1,000,000300,000; provided, however, that, if more than a total of 1,000,000 300,000 shares of Class One Series I Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18November 17, 20012009, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series I Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.. \

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative Series F Preferred Stock" (the "Class One Series F Preferred Stock"), par value $.01 0.01 per share. The number of shares initially constituting the Class One Series F Preferred Stock shall be 1,000,000400,000; provided, however, that, if more than a total of 1,000,000 400,000 shares of Class One Series F Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Stockholders Rights Agreement dated as of May 18________________, 20011995, between the Corporation and Registrar and Transfer Company, as Rights Agent (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series F Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Series A Junior Participating Cumulative Preferred Stock" (the "Class One Series A Preferred Stock"), par value $.01 per share. The number of shares initially constituting the Class One Preferred Series A Stock shall be 1,000,00018,000; provided, however, that, if more than a total of 1,000,000 18,000 shares of Class One Series A Preferred Stock shall be at any time issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement Agreement, dated as of May 18January 26, 20012000, between the Corporation and Registrar Continental Stock Transfer and Transfer Trust Company, as Rights Agent Agent, as amended from time to time (the "Rights Agreement"), the Board of Directors of the CorporationDirectors, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsDGCL, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles Certificate of Organization Incorporation then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) then issuable upon exercise of such Rights.

Designation and Number of Shares. The shares of such series shall be designated as "Class One Participating Cumulative “Series A Preferred Stock" ” (the "Class One “Series A Preferred Stock"”), par value $.01 per share. The number of shares initially constituting the Class One Series A Preferred Stock shall be 1,000,000; provided, however, that, if more than a total of 1,000,000 shares of Class One Series A Preferred Stock shall be issuable upon the exercise of Rights (the "“Rights"”) issued pursuant to the Rights Agreement dated as of May 18, 20012009, between the Corporation Company and Registrar and Transfer CompanyMellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the "“Rights Agreement"”), the Board of Directors of the CorporationBoard, pursuant to Section 26 of Chapter 156B 151(g) of the Massachusetts General LawsCorporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged, filed and recorded, in accordance with the provisions of said Section 26 103 thereof, providing for the total number of shares of Class One Series A Preferred Stock authorized to be issued to be increased (to the extent that the Articles of Organization Certificate then permitpermits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights.