Common use of Dividend Rights Clause in Contracts

Dividend Rights. (a) Holders shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment Date, out of funds legally available therefor, non-cumulative cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to the Dividend Rate on each Dividend Payment Date for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends payable on the Series B Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Corporation’s determination of any dividend rate and its calculation of the amount of dividends for any Dividend Period will be maintained on file at the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Preferred Stock as specified in this Section IV (subject to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VII. (b) So long as any share of Series B Preferred Stock remains outstanding, no dividend shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of business. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stock.

Dividend Rights. (a) Holders of the Senior Preferred Shares shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment DateTrustees, out of funds legally available thereforfor the payment of dividends, non-cumulative cumulative, preferential cash dividends on the Series B in an amount per Senior Preferred Liquidation Amount per share of Series B Preferred Stock at a rate Share equal to $5.50 per annum equal to plus the Dividend Rate on each Dividend Payment Date for each Dividend Periodamount of any Additional Dividends (defined below) (except that the initial dividend shall accrue and be payable as if the December 2003 quarterly dividend period, as described below, were a full quarterly dividend period, regardless of the date of original issuance of the Senior Preferred Shares). Such dividends Each such dividend shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee to holders of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders record as they appear on the stock register share transfer books of PREIT on such record dates as provided below. (b) Dividends with respect to the Corporation Senior Preferred Shares will be cumulative and will be payable quarterly (each quarterly period, a "Dividend Period") in arrears in March, June, September and December (on the applicable record datesame dates as dividends on Common Shares, which shall be par value $1.00 per share (the 15th calendar day before such "Common Shares"), beginning with the dividend payment for the December 2003 Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date Period (each, a “"Preferred Dividend Record Payment Date”"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends dividend payable on the Series B Senior Preferred Stock shall Shares for any partial dividend period after the initial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Corporation’s determination of any dividend rate and its calculation of Dividends payable on the amount of dividends Senior Preferred Shares for any each full Dividend Period will be maintained computed by dividing the annual dividend rate by four. The initial dividend payable on file the Senior Preferred Shares will be with respect to the December 2003 Dividend Period and will accrue for the full December 2003 Dividend Period and shall be equal to the full quarterly dividend amount of $1.375 per share. Dividends will be payable to holders of record as they appear in the share records of PREIT at the Corporation’s principal offices and close of business on the applicable record date, which will be available the first day of the calendar month in which the applicable Preferred Dividend Payment Date falls or such other date designated by the Board of Trustees for the payment of dividends that is no more than thirty (30) nor less than ten (10) days prior to such Preferred Dividend Payment Date (each, a "Preferred Dividend Record Date"). (c) No dividends on the Senior Preferred Shares will be declared by the Board of Trustees or paid or set apart for payment by PREIT at such time as, and to the extent that, the terms and provisions of any agreement of PREIT, including any agreement relating to its indebtedness, or any provisions of the Trust Agreement relating to any Holder upon request and series of preferred shares ranking senior to the Senior Preferred Shares as to dividends, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment will be final prohibited by law. Notwithstanding the foregoing, dividends on the Senior Preferred Shares will accrue whether or not PREIT has earnings, whether or not there are funds legally available for the payment of such dividends and binding in the absence of manifest errorwhether or not such dividends are declared. Holders shall of the Senior Preferred Shares will not be entitled to any dividends, whether payable dividends or distributions in cash, securities or other property, other than excess of full cumulative dividends (if any) declared and payable on the Series B Preferred Stock as specified in this Section IV (subject to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIdescribed above. (bd) So long as If any share of Series B Senior Preferred Stock remains Shares are outstanding, no dividend shall full dividends will be declared or paid or set apart for payment on the Common Stock or capital shares of PREIT of any other shares of Junior Stock (other than series ranking, as to dividends, on a parity with or junior to the Senior Preferred Shares for any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), period unless full cumulative dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock (including any Additional Dividends) have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof has been set aside)apart for such payment on the Senior Preferred Shares for all past Dividend Periods and the then current Dividend Period. The Corporation When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Senior Preferred Shares and its subsidiaries shall not purchaseany series of preferred shares ranking on a parity as to dividends with the Senior Preferred Shares, redeem all dividends declared upon the Senior Preferred Shares and any series of preferred shares ranking on a parity as to dividends with the Senior Preferred Shares will be declared pro rata so that the amount of dividends declared per Senior Preferred Share and such other series of preferred shares will in all cases bear to each other the same ratio that accrued and unpaid dividends per Senior Preferred Share and such other series of preferred shares bear to each other. No interest, or otherwise acquiresum of money in lieu of interest, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock will be payable in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption respect of any shares of Common Stock dividend payment or any other shares of Junior Stock during a Dividend Periodpayments on the Senior Preferred Shares which may be in arrears. (e) Except as provided in the immediately preceding paragraph, unless full cumulative dividends (including any Additional Dividends) on the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Senior Preferred Stock Shares have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict apart for payment for all past Dividend Periods and the ability then current Dividend Period, no dividends (other than distributions payable in Common Shares or other capital shares ranking junior to the Senior Preferred Shares as to dividends and upon liquidation, dissolution or winding up of PREIT) will be declared or paid or set aside for payment, and no other distribution will be declared or made, upon the Corporation Common Shares or any affiliate other capital shares of PREIT ranking junior to or on a parity with the Corporation Senior Preferred Shares as to engage in dividends, nor will any market-making transactions in Junior Stock in Common Shares or any other capital shares of PREIT ranking junior to or on a parity with the ordinary course Senior Preferred Shares as to dividends or upon liquidation, dissolution or winding up of businessPREIT be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by PREIT (except by conversion into or exchange for other capital shares of PREIT ranking junior to the Senior Preferred Shares as to dividends and upon liquidation, dissolution and winding up). (cf) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a Any dividend payment date made on Senior Preferred Shares shall first be credited against the earliest accrued but unpaid dividend due with respect to the Series B Senior Preferred Stock and Shares which remains payable. (g) The Holders of the Dividend Parity Stock Senior Preferred Shares may be eligible to receive additional dividends ("Additional Dividends") from time to time in the event that PREIT exceeds the defined leverage ratio requirement in Clause 2(g)(i) below. (i) Additional Dividends in the amounts described in this Section 2(g) shall be shared ratably by paid quarterly to the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts Senior Preferred Shares if PREIT's "Total Debt" (defined below) exceeds the product of 6.5 times "EBITDA" (defined below) (the "Leverage Ratio") without the consent of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes holders of at least 50% of the immediately preceding sentence the Board shall treat Senior Preferred Shares outstanding at that time. Holders who consent to a waiver of such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems restriction will be paid a consent fee amount to be fair and equitable in order to achieve ratable payments negotiated at the time of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockconsent.

Dividend Rights. (a) Holders The holders of shares of Class A Preferred Stock shall be entitled to receive, when, when and as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment DateDirectors, out of funds legally available therefor, non-cumulative cash dividends on dividends, accruing from the Series B Preferred Liquidation Amount date of initial issuance, at the annual rate of 7.00% per share of Series B Preferred Stock at a rate per annum equal to the Dividend Rate on each Dividend Payment Date for each Dividend Period. Such dividends shall be payable in arrears (annum, and no more, payable, when and as provided below in this Section IV(a)), but only when, as and if declared by the Board of Directors, quarterly on March 1, June 1, September 1, and December 1 of each year (or a duly authorized committee of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock each quarterly period ending on any Dividend Payment Date such date being hereinafter referred to as a "dividend period"), commencing June 1, 1992, at such annual rate. Each dividend will be payable to Holders holders of record as they appear on the stock register books of the Corporation on the applicable such record date, which dates as shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of Directors of the Board) that Corporation. The date of initial issuance of shares of Class A Preferred Stock is not more than 60 nor less than 10 days prior hereinafter referred to such Dividend Payment Date (each, a “Dividend Record as the "Issue Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day". Dividends payable on the Series B Class A Preferred Stock (i) for any period other than a full dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Corporation’s determination of any months and (ii) for each full dividend period shall be computed by dividing the annual dividend rate and its calculation of the amount of dividends for any Dividend Period will be maintained on file at the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Preferred Stock as specified in this Section IV (subject to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIby four. (b) So long as any share Dividends on shares of Series B Class A Preferred Stock remains outstandingshall be cumulative from the Issue Date whether or not there shall be funds legally available for the payment thereof. If there shall be outstanding shares of any other series of Preferred Stock ranking junior to or on a parity with the Class A Preferred Stock as to dividends, no dividend dividends shall be declared or paid or set apart for payment on the Common Stock or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), other series for any period unless full cumulative dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been or contemporaneously are declared and paid (or declared and a sum sufficient for the payment thereof has been is set aside)apart for such payment on the Class A Preferred Stock for all dividend periods terminating on or prior to the date of payment of such dividends. The If dividends on the Class A Preferred Stock and on any other series of Preferred Stock ranking on a parity as to dividends with the Class A Preferred Stock are in arrears, in making any dividend payment on account of such arrears, the Corporation shall make payments ratably upon all outstanding shares of the Class A Preferred Stock and its subsidiaries shares of such other series of Preferred Stock in proportion to the respective amounts of dividends in arrears on the Class A Preferred Stock and on such other series of Preferred Stock to the date of such dividend payment. Holders of shares of the Class A Preferred Stock shall not purchasebe entitled to any dividend, redeem whether payable in cash, property or otherwise acquirestock, directly in excess of full cumulative dividends on such shares. No interest or indirectly, for consideration sum of money in lieu of interest shall be payable in respect of any dividend payment or payments which may be in arrears. (c) Unless full cumulative dividends on all outstanding shares of the Class A Preferred Stock shall have been paid or declared and set aside for payment for all past dividend periods, no dividend (other than a dividend in Common Stock or in any other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant stock ranking junior to the conversion Class A Preferred Stock as to dividends and the distribution of assets upon liquidation, dissolution or exchange provisions winding up) shall be declared upon the Common Stock or upon any other stock ranking junior to the Class A Preferred Stock as to dividends and the distribution of such securities assets upon liquidation, dissolution, or the security being converted or exchanged) winding up, nor shall any Common Stock or any other stock of the Corporation pay ranking junior to or make on a parity with the Class A Preferred Stock as to dividends or upon the distribution of assets upon liquidation, dissolution or winding up be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available any monies for a sinking fund for the redemption of any shares of Common Stock any such stock) by the Corporation (except by conversion into or any other shares of Junior Stock during a Dividend Period, unless the full dividends exchange for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability stock of the Corporation or any affiliate of ranking junior to the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of business. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series Class A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders distribution of any Dividend Parity Stockassets upon liquidation, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two dissolution or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockwinding up).

Dividend Rights. (a1) Holders Dividends shall be entitled payable in cash on the Series I Preferred Shares when, as and if declared by the Board of Directors, out of assets legally available therefor: (i) for the period (the “Initial Dividend Period”) from the applicable Issue Date to receivebut excluding January 1, 2006, and (ii) for each monthly dividend period thereafter (the Initial Dividend Period and each monthly dividend period being hereinafter individually referred to as a “Dividend Period” and collectively referred to as “Dividend Periods”), which monthly Dividend Periods shall commence on the first day of each calendar month and shall end on and include the last day of the calendar month. Dividends payable on each Dividend Payment Date (as defined below) with respect to each share of Series I Preferred Stock shall be equal to the sum of the daily amounts for each day actually elapsed during a Dividend Period, which daily amounts shall be computed by dividing (x) the product of (A) the Dividend Rate in effect for each such day during such Dividend Period multiplied by (B) the Liquidation Preference, by (y) 360. Dividends on each Series I Preferred Share shall be cumulative from the applicable Issue Date and shall accrue whether or not such dividends shall be declared, whether or not there shall be assets of the Company legally available for the payment of such dividends, whether or not the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness, prohibits such declaration or payment or provides that such authorization or payment would constitute a breach thereof or a default thereunder, and whether or not such declaration or payment shall be restricted or prohibited by law. Such dividends shall be payable in arrears, without interest thereon, when, as and if declared by the Board (or a duly authorized committee of the Board)Directors, on the last day of each Dividend Period, commencing on December 31, 2005 (each, a “Dividend Payment Date”); provided, out of funds legally available thereforhowever, non-cumulative cash dividends on that if any such day shall not be a Business Day, then the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to the Dividend Rate on each Dividend Payment Date for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or next succeeding day which is a duly authorized committee of the Board)Business Day. Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, Each such dividend shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and paid to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules holders of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations record of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B I Preferred Stock on any Dividend Payment Date will be payable to Holders Shares as they appear on the stock register of the Corporation Company on the applicable such record date, which not more than 45 days nor less than 15 days preceding the applicable Dividend Payment Date, as shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is Directors. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, not more than 60 45 days nor less than 10 15 days prior to such preceding the applicable Dividend Payment Date (eachDate, a “Dividend Record Date”)as may be fixed by the Board of Directors. Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends payable After an amount equal to full cumulative dividends on the Series B I Preferred Stock shall be computed on Shares, including for the basis then current Dividend Period, has been paid to holders of a 360-day year consisting record of twelve 30-day months. The Corporation’s determination Series I Preferred Shares entitled to receive dividends as set forth above by the Company, or such dividends have been declared and funds therefor set aside for payment, the holders of any dividend rate and its calculation of the amount of dividends for any Dividend Period Series I Preferred Shares will be maintained on file at the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than further dividends (if any) declared and payable with respect to that Dividend Period. Any dividend payment made on the Series B I Preferred Stock as specified in this Section IV (subject Shares shall first be credited against the earliest accrued but unpaid dividends due with respect to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIsuch shares. (b2) So long When dividends are not paid in full upon the Series I Preferred Shares and any Parity Shares, all dividends declared upon the Series I Preferred Shares and any such Parity Shares shall be declared pro rata so that the amount of dividends declared per share on the Series I Preferred Shares and any such Parity Shares shall in all cases bear to each other that same ratio that the accumulated dividends per share on the Series I Preferred Shares and any such Parity Shares bear to each other. Except as any share provided in the preceding sentence, unless an amount equal to full cumulative dividends on the Series I Preferred Shares has been paid to holders of record of Series B I Preferred Stock remains outstandingShares entitled to receive dividends as set forth above by the Company for all past Dividend Periods, no dividend dividends (other than in Junior Shares) shall be declared or paid or set aside for payment nor shall any other distribution be made upon any Junior Shares or Parity Shares. Unless an amount equal to full cumulative dividends on the Common Stock Series I Preferred Shares has been paid to holders of record of Series I Preferred Shares entitled to receive dividends as set forth above by the Company for all past Dividend Periods, no Junior Shares or Parity Shares shall be redeemed, purchased, or otherwise acquired for any consideration (or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan moneys be paid to or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make made available any monies for a sinking fund for the redemption of any shares of Common Stock any such stock) by the Company or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability subsidiary of the Corporation Company, except by conversion into or any affiliate of the Corporation to engage in any market-making transactions in exchange for Junior Stock in the ordinary course of businessShares. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stock.

Dividend Rights. The holders of Class A Stock, Class B Stock, Class C Stock and Common Stock shall be entitled to receive dividends from the Corporation as follows: (a) Holders Each Class A Shareholder, with respect to a Class A Share, subject to the prior rights of holders of all classes and series of Preferred Stock (other than the Class B Stock and the Series B Preferred Stock) at the time outstanding having prior rights as to dividends, shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment DateDirectors, out of funds any assets of the Corporation legally available therefor, non-the Class A Dividend. The “Class A Dividend” shall mean cumulative cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at in a rate per annum cash amount equal in value to (i) the Dividend Rate on each Dividend Payment Date for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect amount of any dividend not so declared. Dividends or other distribution made on a BPY Unit multiplied by (ii) the Conversion Factor in effect on the Series B Preferred Stock shall not be declared or set aside for payment date of declaration of such dividend. The dividends upon the Class A Shares shall, if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed declared by the Board of Directors, be paid in arrears (or a duly authorized committee without interest) on the dividend payment date with respect thereto. If the full amount of the Board) that Class A Dividend is not more than 60 nor less than 10 days prior to declared and paid on such dividend payment date, then the Class A Dividend Payment Date (eachshall accrue and accumulate, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not the Corporation has earnings, whether or not there are funds legally available for the payment thereof and whether or not such day distributions are earned, declared or authorized. The record and payment dates for the dividends or other distributions upon the shares of Class A Stock, to the extent not prohibited by applicable law, shall be the same as the record and payment dates for the dividends or other distributions upon the BPY Units. Any dividend payment made on shares of the Class A Stock shall first be credited against the earliest accumulated but unpaid dividends due with respect to such shares of Class A Stock which remains payable. If, in connection with the exercise of any Class A Shareholder’s Exchange Right, such Tendering Class A Shareholder has not received with respect to its Tendered Class A Shares an amount equal to the Cash Amount to which such Tendering Class A Shareholder is a Business Day. Dividends payable entitled pursuant to subsection C(3) (or, pursuant to subsection C(3)(b), the BPY Units Amount or the Secondary Exchange Amount), then payment in full of such amount shall be prior and in preference to any dividend or distributions on the Series Class A Stock, Class B Preferred Stock, Class C Stock and Common Stock. In addition, if applicable in connection with an adjustment to the Conversion Factor pursuant to clauses (3)(A), (3)(B) or (4) of the definition thereof, the Class A Shareholders do not receive, in respect of each share of Class A Stock, the cash amount pursuant to the last paragraph of such clause (3)(A) or such clause (4) or the proviso in the first paragraph of such clause (3)(B), as the case may be, then payment in full of such cash amount shall be computed prior and in preference to any dividend or distributions on the basis of a 360-day year consisting of twelve 30-day monthsClass A Stock, Class B Stock, Class C Stock and Common Stock. The Corporation’s determination of any dividend rate All Class A Dividends shall be paid prior and its calculation of the amount of dividends for any Dividend Period will be maintained on file at the Corporation’s principal offices and will be available in preference to any Holder upon request dividends or distributions on the Class B Stock, Class C Stock or the Common Stock and will shall be final fully declared and binding in the absence of manifest error. Holders shall not be entitled to paid before any dividendsdividends are declared and paid or any other distributions are made on any Class B Stock (including any dividend, whether payable in cashdeclared or not declared, securities accrued or other property, other than dividends (if any) declared and payable otherwise cumulated on the Series B Preferred Stock as specified in this Section IV (subject of or prior to the other provisions of this Certificate of Designationsdate hereof); provided, that the foregoing shall not limit Class C Stock or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VII. (b) So long as any share of Series B Preferred Stock remains outstanding, no dividend shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of business. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in holders of Class A Stock shall not be entitled to any dividends from the terms Corporation other than the Class A Dividend. Any dividends paid to the holders of any Dividend Parity Stock andClass A Shares shall be paid pro rata, in the case of shares of Series B Preferred Stockon an equal priority, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockpari passu basis.

Dividend Rights. (ai) The Holders shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), out of any funds legally available therefor and in preference to dividends on any Junior Securities, dividends of the type and in the amount determined as set forth in this Section 4, and no more. Such dividends shall be payable annually in arrears on each anniversary of [●], 2013 (each, a “Dividend Payment Date”) or, out if any such day is not a Business Day, the preceding Business Day. (ii) The Holders shall be entitled to cumulative dividends from the date of funds legally available therefor, non-cumulative issuance payable in cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to 3 percent of the Dividend Rate on each Dividend Payment Date Liquidation Preference for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee share of the Board). Dividends on the Series B A Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Dayissued. Dividends payable on the Series B A Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsmonths and shall be deemed to accumulate on a daily basis. (iii) To the extent not paid pursuant to this Section 4(a), dividends on the Series A Preferred Stock shall accumulate for each Dividend Period, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. The Corporation’s determination of any dividend rate and its calculation of the amount of Accrued but unpaid dividends for any past Dividend Period will Periods may be maintained declared by the Board and paid on file at any date fixed by the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividendsBoard, whether payable in cashor not a regular Dividend Payment Date, securities or other property, other than dividends (if any) declared and payable to the Holders of record on the Series B Preferred Stock books of the Corporation on such record date as specified in this Section IV (subject to may be fixed by the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIBoard. (b) So long as any share If and to the extent the Corporation does not pay in full the entire dividend contemplated by Section 4(a) in cash on a Dividend Payment Date in accordance with Section 4(a) hereof, the unpaid amount of Series B Preferred Stock remains outstandingsuch dividend (calculated using the dividend rate set forth in Section 4(a)(ii)), no dividend until paid, shall be declared or paid on added to the Common Stock or any other shares of Junior Stock (other than any dividend Liquidation Preference in connection accordance with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of businessdefinition thereof. (c) When Whenever dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock are in arrears, the Corporation shall not declare or pay, or set apart for payment, dividends with respect to, or redeem, purchase or acquire any of, its Junior Securities, other than dividends paid in Junior Securities. (d) Each dividend will be payable to the Series B Preferred Stock Holders of record as to payment they appear in the records of dividends the Corporation at the close of business on the same record date (each, a “Dividend Parity StockRecord Date”), all dividends declared and unpaid for payment on a dividend payment date with respect which shall be the fifth Business Day prior to the Series B Preferred Stock and the relevant Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two Payment Date or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s(ii) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stockdividends declared by the Board pursuant to Section 4(a)(iii), Dividend Periods applicable no more than 60 days prior to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockdate thereof.

Dividend Rights. (ai) The Holders shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), out of any funds legally available therefor and in preference to dividends on any Junior Securities, dividends of the type and in the amount determined as set forth in this Section 4, and no more. Such dividends shall be payable annually in arrears on each anniversary of [●], 2013 (each, a “Dividend Payment Date”) or, out if any such day is not a Business Day, the preceding Business Day. (ii) The Holders shall be entitled to cumulative dividends from the date of funds legally available therefor, non-cumulative issuance payable in cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to 3 percent of the Dividend Rate on each Dividend Payment Date Liquidation Preference for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee share of the Board). Dividends on the Series B C Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Dayissued. Dividends payable on the Series B C Preferred Stock shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsmonths and shall be deemed to accumulate on a daily basis. (iii) To the extent not paid pursuant to this Section 4(a), dividends on the Series C Preferred Stock shall accumulate for each Dividend Period, whether or not there are funds legally available for the payment of such dividends and whether or not dividends are declared. The Corporation’s determination of any dividend rate and its calculation of the amount of Accrued but unpaid dividends for any past Dividend Period will Periods may be maintained declared by the Board and paid on file at any date fixed by the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividendsBoard, whether payable in cashor not a regular Dividend Payment Date, securities or other property, other than dividends (if any) declared and payable to the Holders of record on the Series B Preferred Stock books of the Corporation on such record date as specified in this Section IV (subject to may be fixed by the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIBoard. (b) So long as any share If and to the extent the Corporation does not pay in full the entire dividend contemplated by Section 4(a) in cash on a Dividend Payment Date in accordance with Section 4(a) hereof, the unpaid amount of Series B Preferred Stock remains outstandingsuch dividend (calculated using the dividend rate set forth in Section 4(a)(ii)), no dividend until paid, shall be declared or paid on added to the Common Stock or any other shares of Junior Stock (other than any dividend Liquidation Preference in connection accordance with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of businessdefinition thereof. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of Whenever dividends on the Series B C Preferred Stock and such Dividend Parity Stock. The term “are in arrears, the Corporation shall not declare or pay, or set apart for payment, dividends with respect to, or redeem, purchase or acquire any of, its Junior Securities, other than dividends paid in Junior Securities. (d) Each dividend period” will be payable to the Holders of record as used in this paragraph means such dividend periods as are provided for they appear in the terms records of any the Corporation at the close of business on the same record date (each, a “Record Date”), which shall be (i) the fifth Business Day prior to the relevant Dividend Parity Stock and, Payment Date or (ii) in the case of shares of Series B Preferred Stockdividends declared by the Board pursuant to Section 4(a)(iii), Dividend Periods applicable no more than 60 days prior to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockdate thereof.

Dividend Rights. (a) The Holders of outstanding shares of Perpetual Preferred Stock shall be entitled to receivereceive dividends, when, as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment Date, Directors out of funds legally available thereforfor that purpose under Delaware law, non-cumulative cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to the Dividend Rate as applied to the Liquidation Preference. Dividends on each Dividend Payment shares of Perpetual Preferred Stock shall accumulate from their Issue Date for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a))and, but only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interestDirectors, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (semi-annually or, as and if applicablein connection with any Remarketing, the capital adequacy rules or regulations quarterly, in cash on a cumulative basis on each Dividend Payment Date out of any successor appropriate federal banking agency) applicable to the Corporationfunds legally available therefor. Dividends that are payable on the Series B Preferred Stock on If any Dividend Payment Date will is not a Business Day, then dividends shall be payable to Holders as they appear on the stock register first Business Day following such Dividend Payment Date, without accrual to the actual payment date. (b) Dividends shall be paid to the Holders of the Corporation Perpetual Preferred Stock on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a The Dividend Record Date shall be a apply regardless of whether any particular Dividend Record Date whether or not such day is a Business Day. . (c) Dividends payable on the Series B Perpetual Preferred Stock on each Dividend Payment Date shall be computed (1) for any full Dividend Period, on the basis of a 360-day year consisting of twelve 30-day months. The Corporation’s determination months and (2) for any period shorter than a full Dividend Period, on the basis of 30-day months and, for periods less than a 30-day month, on the basis of the actual number of days elapsed. (d) Dividends on the Perpetual Preferred Stock shall be cumulative. (e) Any Perpetual Preferred Stock issued upon any dividend rate and conversion of Convertible Debentures in respect of which interest payments have been deferred shall, at the time of its calculation of issuance, have Accumulated Dividends equal to the amount of dividends for such deferred interest, including any Dividend Period will be maintained on file at the Corporation’s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Preferred Stock as specified in this Section IV (subject to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VIIcompounded interest thereon. (bf) So long as any share shares of Series B Perpetual Preferred Stock remains remain outstanding, no dividend shall be declared or paid on unless the Common Stock or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding most recently ended Dividend Period on all outstanding shares of Series B Perpetual Preferred Stock and Parity Shares and the full dividends for all prior Dividend Periods on all outstanding Perpetual Preferred Stock and all cumulative Parity Shares have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation aside for payment): (i) no dividend whatsoever shall be declared or paid on the Junior Shares or Parity Shares; and its subsidiaries (ii) no Junior Shares or Parity Shares shall not purchasebe purchased, redeem redeemed or otherwise acquireacquired for consideration by the Company, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (in each case other than as described in the following subparagraphs (A1)-(9) as : (1) purchases of the Company’s Capital Stock in connection with employee or agent benefit plans or under any dividend reinvestment plan; (2) purchases or repurchases of the Company’s Capital Stock pursuant to any contractually binding requirement to buy stock existing prior to the first scheduled dividend declaration date upon which a result of dividend was not declared, including under a contractually binding stock repurchase plan; (3) in connection with the reclassification of such Junior Stock for any series or into other Junior class of the Company’s Capital Stock, (B) or the exchange or conversion of one share series or class of such Junior the Company’s Capital Stock for or into another share series or class of such Junior the Company’s Capital Stock, in each case if the resulting Capital Stock ranks equal or junior to the Capital Stock so reclassified, exchanged or converted; (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D4) the purchase of fractional interests in shares of Junior the Company’s Capital Stock pursuant to in connection with the conversion or exchange provisions of such securities that Capital Stock or the security being converted or exchanged; (5) nor shall dividends or distributions in the Corporation pay form of the Company’s Capital Stock or make available rights to acquire the Company’s Capital Stock, to the extent that the dividend stock or stock underlying the dividend rights is the same series or class as the stock on which the dividend is being paid or ranks equal to or junior to such stock; (6) any monies for declaration of a sinking fund for dividend in connection with the redemption implementation of a shareholders’ rights plan, or issuances of Capital Stock under any such plan in the future, or redemptions or repurchases of any shares rights outstanding under a shareholders’ rights plan; (7) acquisitions of Common the Company’s Capital Stock or previously issued in connection with acquisitions of businesses made by the Company (which acquisitions are made by the Company in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (8) the payment of any other shares of Junior Stock dividend during a Dividend PeriodMandatory Extension Period within 60 days after the date of declaration thereof, unless if at the full date of declaration no Accumulated Dividends existed and the Mandatory Trigger Event related to the Mandatory Extension Period had not yet occurred; or (9) dividends for paid on Parity Shares to the most recently completed Dividend Period extent that dividends are paid on all outstanding shares a proportionate or pro rata basis (based on accumulated dividends per share of Series B the Perpetual Preferred Stock have been declared and paid (or declared such Parity Shares) on the Perpetual Preferred Stock and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of businesssuch Parity Shares. (cg) When dividends are not paid During any period in full upon the shares of Series B Preferred Stock and other equity securities ranking on which a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends Mandatory Trigger Event exists (a “Dividend Parity StockMandatory Extension Period”), all the Company shall be prohibited from declaring dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Perpetual Preferred Stock other than those paid using funds obtained through the Warrant and Preferred Stock Settlement Mechanism described in Section 11 hereof. (h) While a Mandatory Trigger Event exists or at any time after the Dividend Parity Stock shall be shared ratably by Company has failed to declare and pay dividends on the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Perpetual Preferred Stock for purposes a period of five consecutive years, and until the Mandatory Trigger Event ends or all Accumulated Dividends have been paid in full, as the case may be, the Company shall be obligated to use the Warrant and Preferred Stock Settlement Mechanism described in Section 11 hereof to raise funds to pay all Accumulated Dividends through the most recent Dividend Payment Date and shall, subject to Section 11(e) hereof, declare dividends using APM Eligible Proceeds raised thereby, out of funds legally available therefor. (i) Notwithstanding the foregoing provisions of this Section 4, in the event of the immediately preceding sentence in any other manner Company’s bankruptcy, insolvency or receivership, whether voluntary or not, Holders of Perpetual Preferred Stock shall have no claim to Accumulated Dividends that it deems accumulated while a Mandatory Trigger Event occurred and was continuing, to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes amount of the first sentence of this paragraph the Board shall treat such Dividend Period as Accumulated Dividends exceeds two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments years of dividends on the Series B Perpetual Preferred Stock and such Dividend Parity Stock. The term (“dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock andForegone Dividends”), in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means amount of Accumulated Dividends on any outstanding series of Perpetual Preferred Stock shall be reduced by the amount of the Foregone Dividends on such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stockseries.

Dividend Rights. (a) Holders shall be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), on each Dividend Payment Date, out of funds legally available therefor, non-cumulative cash dividends on the Series B Preferred Liquidation Amount per share of Series B Preferred Stock at a rate per annum equal to the Dividend Rate on each Dividend Payment Date for each Dividend Period. Such dividends shall be payable in arrears (as provided below in this Section IV(a)), but only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends on the Series B Preferred Stock shall not be cumulative; Holders shall not be entitled to receive any dividends not declared by the Board (or a duly authorized committee of the Board) and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Dividends on the Series B Preferred Stock shall not be declared or set aside for payment if and to the extent such dividends would cause the Corporation to fail to comply with the capital adequacy rules of the Federal Reserve Board (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) applicable to the Corporation. Dividends that are payable on the Series B Preferred Stock on any Dividend Payment Date will be payable to Holders as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day before such Dividend Payment Date or such other record date fixed by the Board (or a duly authorized committee of the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends payable on the Series B Preferred Stock shall be computed on the basis of a 360-360- day year consisting of twelve 30-day months. The Corporation’s Corporation*s determination of any dividend rate and its calculation of the amount of dividends for any Dividend Period will be maintained on file at the Corporation’s Corporation*s principal offices and will be available to any Holder upon request and will be final and binding in the absence of manifest error. Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Preferred Stock as specified in this Section IV (subject to the other provisions of this Certificate of Designations); provided, that the foregoing shall not limit or modify the rights of any Holder to receive any dividend or other distribution pursuant to Section VII. . (b) So long as any share of Series B Preferred Stock remains outstanding, no dividend shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any rights under any such plan), unless full dividends for the last preceding Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The Corporation and its subsidiaries shall not purchase, redeem or otherwise acquire, directly or indirectly, for consideration any shares of Common Stock or other Junior Stock (other than (A) as a result of a reclassification of such Junior Stock for or into other Junior Stock, (B) the exchange or conversion of one share of such Junior Stock for or into another share of such Junior Stock, (C) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants or (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged) nor shall the Corporation pay or make available any monies for a sinking fund for the redemption of any shares of Common Stock or any other shares of Junior Stock during a Dividend Period, unless the full dividends for the most recently completed Dividend Period on all outstanding shares of Series B Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside). The foregoing provision shall not restrict the ability of the Corporation or any affiliate of the Corporation to engage in any market-making transactions in Junior Stock in the ordinary course of business. (c) When dividends are not paid in full upon the shares of Series B Preferred Stock and other equity securities ranking on a parity, which, for avoidance of doubt, includes the Series A Preferred Stock with the Series B Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends declared and unpaid for payment on a dividend payment date with respect to the Series B Preferred Stock and the Dividend Parity Stock shall be shared ratably by the Holders and holders of any Dividend Parity Stock, in proportion to the respective amounts of the declared and unpaid dividends relating to the current dividend period. To the extent a dividend period with respect to any Dividend Parity Stock coincides with more than one Dividend Period with respect to the Series B Preferred Stock, for purposes of the immediately preceding sentence the Board shall treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one Dividend Period with respect to the Series B Preferred Stock, or shall treat such dividend period(s) with respect to any Dividend Parity Stock and Dividend Period(s) with respect to the Series B Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such Dividend Parity Stock and the Series B Preferred Stock. To the extent a Dividend Period with respect to the Series B Preferred Stock coincides with more than one dividend period with respect to any Dividend Parity Stock, for purposes of the first sentence of this paragraph the Board shall treat such Dividend Period as two or more consecutive Dividend Periods, none of which coincides with more than one dividend period with respect to such Dividend Parity Stock, or shall treat such Dividend Period(s) with respect to the Series B Preferred Stock and dividend period(s) with respect to any Dividend Parity Stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on the Series B Preferred Stock and such Dividend Parity Stock. The term “dividend period” as used in this paragraph means such dividend periods as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Periods applicable to shares of Series B Preferred Stock; and the term “dividend payment dates” as used in this paragraph means such dividend payment dates as are provided for in the terms of any Dividend Parity Stock and, in the case of shares of Series B Preferred Stock, Dividend Payment Dates applicable to shares of Series B Preferred Stock.any