Common use of Dividends or Distributions Clause in Contracts

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18, 2016, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18October 9, 20161997, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18October 9, 20161997, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating B Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating B Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last date declared by the Board of Directors for the payment of quarterly dividends on the outstanding Common Stock, par value $1 per share, of the Corporation (the "Common Stock") but in no event later than the fifteenth day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating B Preferred Stock, in the amount of $10.00 20 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating B Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating B Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating B Preferred Stock a dividend or distribution in like kind equal to kind, of the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18July 1, 20162000, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, PROVIDED FURTHER that if at any time after March 18July 1, 20162000, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common StockStock (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Class A Common Stock, par value $0.01 0.10 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18April 6, 2016, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18April 6, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series C A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C A Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C A Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C A Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C A Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18November 27, 20162015, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18November 27, 20162015, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C A Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18, 2016the date of the Rights Agreement, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016date of the Rights Agreement, the Company shall issue any shares of its capital stock in a merger, reclassification, or otherwise change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.10 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March May 18, 20162009, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March May 18, 20162009, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18, 2016the Record Date, the Company Corporation shall (i) declare or pay any dividend on the 49 Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016the Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time after March 18February 19, 20161997, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.of

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of shares not by its terms ranking on a parity with, or junior to, the Company ranking superior to the shares of Series C A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series C A Junior Participating Preferred Stock Shares shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, quarterly dividends payable in cash in an amount per whole share of Series A Junior Participating Preferred Shares equal to the greater of (1) 10% of the Purchase Price (the "Purchase Price"), as adjusted, per unit of one one-hundredth of a share of Series A Junior Participating Preferred Shares set forth in the Rights Agreement (the "Rights Agreement") between the Corporation and Chemical Bank, N.A., as Rights Agent, dated as of October 27, 1995 (so that if the Purchase Price, as adjusted, were $100.00, the quarterly dividend amount per whole share of Series A Junior Participating Preferred Shares would be $10.00), and (2) dividends payable in cash on the last payment date for each cash dividend (if any) declared on the Common Shares in an amount per whole share (rounded to the nearest cent) equal to the Formula Number then in effect times the cash dividends then to be paid on each outstanding Common Share, payable on the date declared by the Board of Directors for the payment of quarterly dividends on the outstanding Common Shares, par value $.20 per share, of the Corporation (the "Common Shares") but in no event later than the fifteenth day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C A Junior Participating Preferred StockShares, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C A Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common StockShares. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common StockShares), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C A Junior Participating Preferred Stock Shares a dividend or distribution in like kind equal to kind, of the Formula Number then in effect times such dividend or distribution on each share of Common StockShares. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time after March 18October 27, 20161995, the Company Corporation shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock shares split or otherwise) the outstanding shares of Common Stock Shares into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock shares split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, that if at any time after March 18October 27, 20161995, the Company Corporation shall issue any shares of its capital stock shares in a merger, reclassification, reclassification or change of the outstanding shares of Common StockShares (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,0001000; provided, however, that, that if at any time after March 18April 20, 20161999, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18April 20, 20161999, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18January 5, 20161996, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18January 5, 20161996, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.10 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18May 4, 20162009, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18May 4, 20162009, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating Class One Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating the Class One Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating Class One Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Class One Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Class One Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating Class One Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,0001000; provided, however, that, that if at any time after March May 18, 20162001, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March May 18, 20162001, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Class One Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 1819, 20161998, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 1819, 20161998, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stockstock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18December 21, 20161998, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18December 21, 20161998, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating B Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating B Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating B Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating B Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating B Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating B Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18October 12, 20161999, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18October 12, 20161999, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating B Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a1) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company Corporation ranking superior prior to the shares of Series C Junior Participating A Preferred Stock Shares with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock Shares shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1A) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or a fraction of a share of Series C Junior Participating A Preferred StockShare, in the amount of $10.00 0.05 per whole share Series A Preferred Share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock Shares pursuant to the following clause (2B) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series C Junior Participating A Preferred Stock Share (the total of which shall not, in any event, be less than zero) and (2B) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Shares in an amount per whole share Series A Preferred Share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common StockShare. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions payable solely in shares of Common StockShares), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock Share a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common StockShare. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 1817, 20162000, the Company Corporation shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock Shares into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 1817, 20162000, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common StockShares, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock Share continues to be the economic equivalent of a Formula Number of shares of Common Stock Shares prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as as, and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Corporation's Board of Directors shall approve (each such date being referred to herein in this Statement of Designation of Rights and Preferences as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used hereinin this Statement of Designation of Rights and Preferences and in the Rights Agreement, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time after March 18December 8, 2016-------- ------- 1994, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that-------- further, that if at any time after March 18December 8, 20161994, the Company Corporation shall issue ------- any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating Class One Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating the Class One Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating Class One Preferred Stock, in the amount of $10.00 1,000.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Class One Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Class One Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating Class One Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18, 2016, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.Common

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18the Close of Business on June 10, 20161998, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18June 10, 20161998, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking superior to the shares of Series C A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series C A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C A Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C A Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C A Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.001 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C A Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18October 31, 20162013, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18October 31, 20162013, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C A Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior -------------------------- and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non- cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,0002,000; provided, however, that, if at any time after March 18February 1, 20162000, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further -------- further, that, if at any time after March 18February 1, 20162000, the Company Corporation ------- shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating D Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating D Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last first day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “'Quarterly Dividend Payment Date”'), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating D Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating D Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating D Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Burlington Stock in an amount per whole share (rounded to the nearest cent) equal to the Burlington Formula Number (as hereinafter defineddefined below) then in effect times the cash dividends then to be paid on each share of Common Burlington Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Burlington Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Burlington Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating D Preferred Stock a dividend or distribution in like kind equal to of the Burlington Formula Number then in effect times such dividend or distribution on each share of Common Burlington Stock. As used herein, the “'Burlington Formula Number” ' shall be 1,000; provided, however, that, that if at any time after March 18December [xx], 20161995, the Company Corporation shall (ix) declare or pay any dividend on the Common Burlington Stock payable in shares of Common Burlington Stock or make any distribution on the Common Burlington Stock in shares of Common Burlington Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Burlington Stock into a larger number of shares of Common Burlington Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Burlington Stock into a smaller number of shares of Common Burlington Stock, then in each such event the Burlington Formula Number shall be adjusted to a number determined by multiplying the Burlington Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Burlington Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Burlington Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, that if at any time after March 18December [xx], 20161995, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each Burlington Stock (including any such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.in 10

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the outstanding shares of Common Stock, without par value, and non-voting Common Stock, without par value $0.01 per share(collectively, of the Company (the “"Common Stock”") in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, if at any time after March 18, 2016hereafter, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016hereafter the Distribution Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.000001 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 183, 20162021, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 183, 20162021, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Boardboard of directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board board of directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Corporation's common stock, $.10 par value per share ("Common Stock"), par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time on or after March 1813, 20161998, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time on or after March 1813, 20161998, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, Stock then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior -------------------------- and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18February 9, 20161999, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18February 9, 2016-------- ------- 1999, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be 1,000100; provided, however, that, if at any time after March 18May 19, 2016, 1995 the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18May 19, 20161995, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of the 4% Cumulative Preferred Stock of the Company (the "Preferred Stock"), any other series of preferred stock of the Company Serial Preference Stock or any other class of capital stock of the Company ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18February 5, 20161999, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18February 5, 20161999, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 18May 16, 20161996, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18May 16, 20161996, the Company Corporation shall issue any shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, share exchange, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, share exchange, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18April 24, 20161997, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18April 24, 20161997, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating B Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating B Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last first day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating B Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating B Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating B Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Minerals Stock in an amount per whole share (rounded to the nearest cent) equal to the Minerals Formula Number (as hereinafter defineddefined below) then in effect times the cash dividends then to be paid on each share of Common Minerals Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Minerals Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Minerals Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating B Preferred Stock a dividend or distribution in like kind equal to of the Minerals Formula Number then in effect times such dividend or distribution on each share of Common Minerals Stock. As used herein, the “"Minerals Formula Number” " shall be 1,000; provided, however, that, that if at any time after March 18July 26, 20161993, the Company Corporation shall (ix) declare or pay any dividend on the Common Minerals Stock payable in shares of Common Minerals Stock or make any distribution on the Common Minerals Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.Minerals

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, in preference to the holders of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and of any other junior stock, the holders of shares of Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18September 21, 2016, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18September 21, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly annual dividends payable in cash on the last day January 15 of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly an "Annual Dividend Payment Date”"), commencing on the first Quarterly Annual Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Annual Dividend Payment Date or, with respect to the first Quarterly Annual Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 18October 23, 20162001, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18October 23, 20162001, the Company Corporation shall issue any shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, share exchange, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, share exchange, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating I Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating I Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating I Preferred Stock, in the amount of $10.00 0.25 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating I Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating I Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.001 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating I Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 1811, 20162010, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 1811, 20162010, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject Sub- ject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 18[Date of Rights Agreement], 20162001, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER that, if at any time after March 18[Date of Rights Agreement], 20162001, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating F Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating F Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefortherefore, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating F Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating F Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating F Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating F Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18July 20, 20161995, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares share of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Stock, into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at an any time after March 18July 20, 20161995, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends divi dends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18December 9, 20161998, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 18December 9, 20161998, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating D Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating D Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last first day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating D Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating D Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating D Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Burlington Stock in an amount per whole share (rounded to the nearest cent) equal to the Burlington Formula Number (as hereinafter defineddefined below) then in effect times the cash dividends then to be paid on each share of Common Burlington Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Burlington Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Burlington Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating D Preferred Stock a dividend or distribution in like kind equal to of the Burlington Formula Number then in effect times such dividend or distribution on each share of Common Burlington Stock. As used herein, the “"Burlington Formula Number” " shall be 1,000; provided, however, that, that if at any time after March 18January 19, 20161996, the Company Corporation shall (ix) declare or pay any dividend on the Common Burlington Stock payable in shares of Common Burlington Stock or make any distribution on the Common Burlington Stock in shares of Common Burlington Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Burlington Stock into a larger number of shares of Common Burlington Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Burlington Stock into a smaller number of shares of Common Burlington Stock, then in each such event the Burlington Formula Number shall be adjusted to a number determined by multiplying the Burlington Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Burlington Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Burlington Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, that if at any time after March 18January 19, 20161996, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common StockBurlington Stock (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in each such event the Burlington Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating D Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating D Preferred Stock shall be entitled to receive, when, as as, and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Corporation's Board of Directors shall approve (each such date being referred to herein in this Certificate of Designation as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating D Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the greater of (i) $.01 and (ii) the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating D Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used hereinin this Certificate of Designation and in the Rights Agreement, the “"Formula Number” " shall be 1,000100; providedPROVIDED, howeverHOWEVER, that, that if at any time after March 18November 9, 2016, 1998 the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further thatPROVIDED FURTHER, that if at any time after March 18November 9, 2016, 1998 the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stockstock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18December 3, 20161996, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and page 2 rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18December 3, 20161996, 1996, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior -------------------------- rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last [1st day of each fiscal quarter February, May, August and November] in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 [ ] per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Shares in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common StockShare. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common StockShares), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times 3 such dividend or distribution on each share of Common StockShare. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18[ ], 2016-------- ------- 199-, the Company shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided -------- further that, if at any time after March 18[ ], 2016199-, the Company shall issue ------- any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common StockShares, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock Shares prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior -------------------------- rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last 1st day of each fiscal quarter February, May, August and November in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 [ ] per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Shares in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common StockShare. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common StockShares), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common StockShare. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any -------- ------- time after March 18August 21, 20161998, the Company shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18August ---------------- 21, 20161998, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common StockShares, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock Shares prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the -------------------------- prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18February 8, 20161999, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further -------- further, that, if at any time after March 18February 8, 20161999, the Company Corporation ------- shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18, 2016, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.Distribution Record

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating F Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating F Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefortherefore, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating F Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating F Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating F Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating F Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18July 20, 20161995, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares share of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Stock, into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at an any time after March 18July 20, 20161995, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company corporation ranking prior and superior to the shares of the First Series C Junior Participating Preferred Stock Preference Shares with respect to dividends, the holders of shares of the First Series C Junior Participating Preferred Stock Preference Shares shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company this corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of this corporation shall approve (each such date being referred to herein in this Designation as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of the First Series C Junior Participating Preferred StockPreference Shares, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the greater of (i) $.01 and (ii) the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stockstock. In addition, if the Company this corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company this corporation shall simultaneously pay or make on each outstanding whole share of the First Series C Junior Participating Preferred Stock Preference Shares a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, if -------- ------- at any time after the Close of Business on March 1815, 20161999, the Company this corporation shall (iA) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiB) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Stock, or (iiiC) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further provided, further, that, if at any time -------- ------- after March 18__________, 2016, the Company this corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock Preference Shares continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating H Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating H Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefortherefore, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating H Preferred Stock, in the amount of $10.00 .001 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating H Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating H Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding outstanding, whole share of Series C Junior Participating H Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be one thousand (1,000); provided, however, that, if at any time after March 18November 4, 20162002, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Stock, into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at an any time after March 18November 4, 20162002, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating 1998 Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating 1998 Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly annual dividends payable in cash on the last day January 15 of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly an "Annual Dividend Payment Date”"), commencing on the first Quarterly Annual Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating 1998 Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating 1998 Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Annual Dividend Payment Date or, with respect to the first Quarterly Annual Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating 1998 Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating 1998 Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 1819, 20161998, excluding, however, the Company two-for-one stock split or stock dividend declared by the Corporation on March 19, 1998, the Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER, that, if at any time after March 1819, 20161998, the Company Corporation shall issue any shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, share exchange, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, share exchange, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating K Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating K Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating K Preferred Stock, in the amount of $10.00 0.25 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating K Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating K Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.001 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating K Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18October 3, 20162018, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18October 3, 20162018, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last first day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Brink's Stock in an amount per whole share (rounded to the nearest cent) equal to the Brink's Formula Number (as hereinafter defineddefined below) then in effect times the cash dividends then to be paid on each share of Common Brink's Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Brink's Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Brink's Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to of the Brink's Formula Number then in effect times such dividend or distribution on each share of Common Brink's Stock. As used herein, the “"Brink's Formula Number” " shall be 1,000; provided, however, that, that if at any time after March 18January 19, 20161996, the Company Corporation shall (ix) declare or pay any dividend on the Common Brink's Stock payable in shares of Common Brink's Stock or make any distribution on the Common Brink's Stock in shares of Common Brink's Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Brink's Stock into a larger number of shares of Common Brink's Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Brink's Stock into a smaller number of shares of Common Brink's Stock, then in each such event the Brink's Formula Number shall be adjusted to a number determined by multiplying the Brink's Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Brink's Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Brink's Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, that if at any time after March 18January 19, 20161996, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common StockBrink's Stock (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in each such event the Brink's Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other 26 than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18the Distribution Record Date (as defined in that Notice of Special Meeting and Proxy Statement, 2016dated August 30, 1995, filed with the Securities and Exchange Commission by ITT Corporation), the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016the Distribution Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change. (b) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in Section 2(a) immediately prior to or at the same time it declares a dividend or distribution on the Common Stock (other than a dividend or distribution solely in shares of Common Stock); provided, however, that, in the event no dividend or distribution (other than a dividend or distribution in shares of Common Stock) shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $.0l per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding dividend or distribution on the Common Stock. (c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from and after the Quarterly Dividend Payment Date next preceding the date of original issue of such shares of Series A Preferred Stock; provided, however, that dividends on such shares which are originally issued after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and on or prior to the next succeeding Quarterly Dividend Payment Date shall begin to accrue and be cumulative from and after such Quarterly Dividend Payment Date. Notwithstanding the foregoing, dividends on shares of Series A Preferred Stock which are originally issued prior to the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend on the first Quarterly Dividend Payment Date shall be calculated as if cumulative from and after the last day of the fiscal quarter next preceding the date of original issuance of such shares. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. (d) So long as any shares of the Series A Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be declared on the Series A Preferred Stock shall have been declared. (e) The holders of the shares of Series A Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided herein. 2 27 SECTION 3.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 18[Date of Rights Agreement], 20162001, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER that, if at any time after March 18[Date of Rights Agreement], 20162001, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18the Distribution Record Date (as defined in that Notice of Special Meeting and Proxy Statement, 2016dated August 30, 1995, filed with the Securities and Exchange Commission by ITT Corporation), the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016the Distribution Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and -------------------------- superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (23) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, if at any time after March 18April 6, 20161998, the Company Corporation -------- ------- shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18April 6, 2016, 1998 the Company Corporation shall -------- ------- issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating B Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating B Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating B Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating B Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating B Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the outstanding shares of Common Stock, without par value, and non-voting Common Stock, without par value $0.01 per share(collectively, of the Company (the “"Common Stock”") in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating B Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, if at any time after March 18, 2016hereafter, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016hereafter the Distribution Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company not by its terms ranking superior to on a parity with, or junior to, the shares of Series C Junior Participating B Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating B Preferred Stock shall be entitled to receive, when, when and as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last date declared by the Board of Directors for the payment of quarterly dividends on the outstanding Common Stock, par value $1 per share, of the Corporation (the "Common Stock") but in no event later than the fifteenth day of each fiscal quarter March, June, September and December in each year, or such other dates as the Board shall approve year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating B Preferred Stock, in the amount of $10.00 20 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating B Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating B Preferred Stock (the total of which shall notStock, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating B Preferred Stock a dividend or distribution in like kind equal to kind, of the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time after March 18July 1, 20162000, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, that if at any time after March 18July 1, 20162000, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common StockStock (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last 1st day of each fiscal quarter February, May, August and November in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 [ ] per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Shares in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common StockShare. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common StockShares), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common StockShare. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any -------- ------- time after March 18August 21, 20161998, the Company shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18August ---------------- 21, 20161998, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common StockShares, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock Shares prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”"QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 0.05 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” "FORMULA NUMBER" shall be 1,000; providedPROVIDED, howeverHOWEVER, that, if at any time after March 18August 5, 20162001, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further PROVIDED FURTHER that, if at any time after March 18August 5, 20162001, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating I Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating I Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating I Preferred Stock, in the amount of $10.00 0.25 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating I Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating I Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.001 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating I Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18November 17, 20162009, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18November 17, 20162009, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking prior and superior to the shares of Series C Junior Participating H Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating H Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefortherefore, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating H Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating H Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating H Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding outstanding, whole share of Series C Junior Participating H Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be 1,000one one-thousandth (1/1,000); provided, however, that, if at any time after March 18November 4, 20162002, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Stock, into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18November 4, 20162002, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking prior and superior to the shares of Series C B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series C B Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series B Junior Participating Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C B Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C B Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C B Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company Corporation (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to (x) the Formula Number (as hereinafter defined) then in effect times (y) the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C B Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 1827, 20162014, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 1827, 20162014, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C B Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18the Distribution Record Date (as defined in that Notice of Special Meeting and Proxy Statement, 2016dated August 30, 1995, filed with the Securities and Exchange Commission by ITT Corporation), the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016the Distribution Record Date, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and --------------------------- superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18December 31, 20161996, the Company Corporation -------- ------- shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18December ---------------- 31, 20161996, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,0001000; provided, however, that, that if at any time after March 18December 8, 20162000, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18December 8, 20162000, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Shares or other class of capital stock shares of the Company ranking superior to the shares of Series C Junior Participating A Preferred Stock Shares with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock Shares shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each yearfiscal year of the Company, or such other dates as the Board of Directors of the Company shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or a fraction of a share of Series C Junior Participating A Preferred StockShare, in the amount of $10.00 US$1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock Shares pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which Share, provided, however, that in no event shall not, in any event, quarterly dividend payable on a Series A Preferred Share be less than zero) zero and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Class A Common Stock, par value $0.01 per share, of Shares (as defined in the Company (the “Common Stock”Rights Agreement) in an amount per whole share Series A Preferred Share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Class A Common StockShare. In addition, if the Company shall pay any dividend or make any distribution on the Class A Common Stock Shares payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common StockShares (as defined in the Rights Agreement)), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock Share a dividend or distribution in like kind equal to the Formula Number (as hereinafter defined) then in effect times such dividend or distribution on each share of Class A Common StockShare. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18, 2016the Record Date (as defined in the Rights Agreement), the Company shall (i) declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or make any distribution on the Common Stock Shares in shares of Common StockShares, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock Shares into a larger number of shares of Common Stock Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock Shares into a smaller number of shares of Common StockShares, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock Shares that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18, 2016the Record Date, the Company shall issue any shares of its capital stock in a merger, amalgamation, reclassification, or change of the outstanding shares of Common StockShares, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, amalgamation, reclassification or change so that each share of Series C Junior Participating Preferred Stock Share continues to be the economic equivalent of a Formula Number of shares of Common Stock Shares prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating A Serial Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating A Serial Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Serial Preferred Stock, in the amount of $10.00 0.085 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Serial Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Serial Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, no par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Serial Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18April 16, 20162010, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18April 16, 20162010, the Company shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Serial Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1i) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as may be required by Section 2(b) or as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) ), less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2ii) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2ii) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times multiplied by the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash non-cash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after March 18April 30, 20162004, the Company Corporation shall (ix) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (iiy) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iiiz) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then then, in each such event event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18April 30, 20162004, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then then, in each such event event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 1.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, that if at any time after March 18November 14, 20161997, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18November 14, 20161997, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating A Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the superior -------------------------- rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company ranking superior to the shares of Series C Junior Participating I Preferred Stock with respect to dividends, the holders of shares of Series C Junior Participating I Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the ------------------------------- first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating I Preferred Stock, in the amount of $10.00 0.25 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating I Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating I Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 0.001 per share, of the Company (the “"Common Stock”") in an amount per ------------ whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating I Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18-------------- -------- ------- December 2, 20162010, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that, if at any time after March 18December 2, 20162010, the Company shall ---------------- issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating A Preferred Stock with respect to dividends, the holders of shares of the Series C Junior Participating A Preferred Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating A Preferred Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating A Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating A Preferred Stock (the total of which shall not, in any event, be less than zero) and (23) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating A Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000100; provided, however, that, if at any time after March 18April 6, 20161998, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18April 6, 2016, 1998 the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends or Distributions. (a) Subject to the prior and superior rights of the holders of shares of any other series of preferred stock of the Company Preferred Stock or other class of capital stock of the Company Corporation ranking prior and superior to the shares of Series C Junior Participating Preferred A Stock with respect to dividends, the holders of shares of the Series C Junior Participating Preferred A Stock shall be entitled to receive, when, as and if declared by the BoardBoard of Directors, out of the assets of the Company Corporation legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board of Directors shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series C Junior Participating Preferred A Stock, in the amount of $10.00 .01 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series C Junior Participating Preferred A Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Junior Participating Preferred A Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stockcommon stock, par value $0.01 .01 per shareshare ("Common Stock"), of the Company (the “Common Stock”) Corporation in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company Corporation shall simultaneously pay or make on each outstanding whole share of Series C Junior Participating Preferred A Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of the Common Stock. As used herein, the “"Formula Number” " shall be 1,000; provided, however, that, if at any time after March 18, 2016the date of this Certificate, the Company Corporation shall (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock or make any distribution on the Common Stock in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding shares of Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further further, that, if at any time after March 18, 2016the date of this Certificate, the Company Corporation shall issue any shares of its capital stock in a merger, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Series C Junior Participating Preferred A Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.